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

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015

 

OR

 

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

 

Commission file number: 1-14554

 

BANCO SANTANDER-CHILE
(d/b/a Santander, Banco Santander, Banco Santander Santiago, and Santander Santiago)
(Exact name of Registrant as specified in its charter)

 

SANTANDER-CHILE BANK
(d/b/a Santander, Banco Santander, Santander Santiago Bank, and Santander Santiago)
(Translation of Registrant’s name into English)

 

Chile
(Jurisdiction of incorporation or organization)

 

Bandera 140, 20th floor
Santiago, Chile
Telephone: 011-562-320-2000

(Address of principal executive offices)

Robert Moreno Heimlich

 

Tel: 562-2320-8284, Fax: 562-696-1679, email: robert.moreno@santander.cl

 

Bandera 140, 20th Floor, Santiago, Chile

 

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 (“ADS”), each representing the right to receive 400 Shares of Common Stock without par value New York Stock Exchange
Shares of Common Stock, without par value* New York Stock Exchange
 
*Santander-Chile’s shares of common stock are not listed for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the New York Stock Exchange.

 

 

 

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

 

None
(Title of Class)

 

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

 

None
(Title of Class)

 

The number of outstanding shares of each class of common stock of Banco Santander-Chile at December 31, 2015, was:

 

188,446,126,794 Shares of Common Stock, without par value

 

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

 

Yes                No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes                No

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes                No

 

Indicate by check mark whether the registrant has submitted electronically 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                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                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 Other

 

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

 

Item 17                Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes                No

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 2
CERTAIN TERMS AND CONVENTIONS 4
PRESENTATION OF FINANCIAL INFORMATION 4
PART I 6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6
ITEM 3. KEY INFORMATION 6
ITEM 4. INFORMATION ON THE COMPANY 38
ITEM 4A. UNRESOLVED STAFF COMMENTS 56
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 57
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 133
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 144
ITEM 8. FINANCIAL INFORMATION 150
ITEM 9. THE OFFER AND LISTING 150
ITEM 10. ADDITIONAL INFORMATION 152
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 169
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 186
PART II 188
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 188
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 188
ITEM 15. CONTROLS AND PROCEDURES 188
ITEM 16. [RESERVED] 191
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 192
ITEM 16B. CODE OF ETHICS 192
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 192
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 193
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 193
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 193
ITEM 16G. CORPORATE GOVERNANCE 194
ITEM 16H. MINE SAFETY DISCLOSURE 195
PART III 196
ITEM 17. FINANCIAL STATEMENTS 196
ITEM 18. FINANCIAL STATEMENTS 196
ITEM 19. EXHIBITS 196

 

 

1 

 

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

We have made statements in this Annual Report on Form 20-F that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements appear throughout this report and include statements regarding our intent, belief or current expectations regarding:

 

·asset growth and alternative sources of funding

 

·growth of our fee-based business

 

·financing plans

 

·impact of competition

 

·impact of regulation

 

·exposure to market risks including:

 

·interest rate risk

 

·foreign exchange risk

 

·equity price risk

 

·projected capital expenditures

 

·liquidity

 

·trends affecting:

 

·our financial condition

 

·our results of operation

 

The sections of this Annual Report which contain forward-looking statements include, without limitation, “Item 3. Key Information—Risk Factors,” “Item 4. Information on the Company—B. Business Overview—Competition,” “Item 5. Operating and Financial Review and Prospects,” “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings,” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk.” Our forward-looking statements also may be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “could,” “may,” “seeks,” “aim,” “combined,” “estimates,” “probability,” “risk,” “VaR,” “target,” “goal,” “objective,” “future” or similar expressions.

 

You should understand that the following important factors, in addition to those discussed elsewhere in this Annual Report and in the documents which are incorporated by reference, could affect our future results and could cause those results or other outcomes to differ materially from those expressed in our forward-looking statements:

 

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

 

·changes in economic conditions;

 

·the monetary and interest rate policies of Central Bank (as defined below);

 

·inflation;

 

·deflation;

 

·unemployment;

 

2 

 

 

·increases in defaults by our customers and in impairment losses;

 

·decreases in deposits;

 

·customer loss or revenue loss;

 

·unanticipated turbulence in interest rates;

 

·movements in foreign exchange rates;

 

·movements in equity prices or other rates or prices;

 

·the effects of non-linear market behavior that cannot be captured by linear statistical models, such as the VaR model we use;

 

·changes in Chilean and foreign laws and regulations;

 

·changes in taxes;

 

·competition, changes in competition and pricing environments;

 

·our inability to hedge certain risks economically;

 

·the adequacy of loss allowances;

 

·technological changes;

 

·changes in consumer spending and saving habits;

 

·changes in demographics, consumer spending, investment or saving habits;

 

·increased costs;

 

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

 

·changes in, or failure to comply with, banking regulations;

 

·acquisitions or restructurings of businesses that may not perform in accordance with our expectations;

 

·our ability to successfully market and sell additional services to our existing customers;

 

·disruptions in client service;

 

·damage to our reputation;

 

·natural disasters;

 

·implementation of new technologies;

 

·the Group’s exposure to operational losses (e.g., failed internal or external processes, people and systems); and

 

·an inaccurate or ineffective client segmentation model.

 

You should not place undue reliance on such statements, which speak only as of the date at which they were made. The forward-looking statements contained in this report speak only as of the date of this Annual Report, and we do not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

3 

 

CERTAIN TERMS AND CONVENTIONS

 

As used in this annual report (the “Annual Report”), “Santander-Chile”, “the Bank”, “we,” “our” and “us” or similar terms refer to Banco Santander-Chile together with its consolidated subsidiaries.

 

When we refer to “Santander Spain,” we refer to our parent company, Banco Santander, S.A. References to “the Group,” “Santander Group” or “Grupo Santander” mean the worldwide operations of the Santander Spain conglomerate, as indirectly controlled by Santander Spain and its consolidated subsidiaries, including Santander-Chile.

 

As used in this Annual Report, the term “billion” means one thousand million (1,000,000,000).

 

In this Annual Report, references to “$”, “U.S.$”, “U.S. dollars” and “dollars” are to United States dollars; references to “Chilean pesos,” “pesos” or “Ch$” are to Chilean pesos; references to “CHF” or “CHF$” are to Swiss francs; references to “CNY” or “CNY$” are to Chinese yuan renminbi); 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. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates” for information regarding exchange rates.

 

As used in this Annual Report, the terms “write-offs” and “charge-offs” are synonyms.

 

In this Annual Report, references to the Audit Committee are to the Bank’s Comité de Directores y Auditoría.

 

In this Annual Report, references to “BIS” are to the Bank for International Settlement, and references to “BIS ratio” are to the capital adequacy ratio as calculated in accordance with the Basel Capital Accord. References to the “Central Bank” are to the Banco Central de Chile. References to the SBIF are to the Superintendency of Banks and Financial Institutions.

 

Certain figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

PRESENTATION OF FINANCIAL INFORMATION

 

Santander-Chile is a Chilean bank and maintains its financial books and records in Chilean pesos and prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Any reference to IFRS in this document is to IFRS as issued by the IASB.

 

As required by local regulations, our locally filed consolidated financial statements have been prepared in accordance with Chilean accounting principles issued by the SBIF (“Chilean Bank GAAP”). Therefore, our locally filed consolidated financial statements have been adjusted to IFRS in order to comply with the requirements of the Securities and Exchange Commission (the “SEC”). Chilean Bank GAAP principles are substantially similar to IFRS but there are some exceptions. For further details and a discussion of the main differences between Chilean Bank GAAP and IFRS, see to “Item 5. Operating and Financial Review and Prospects—Accounting Standards Applied in 2015.”

 

This Annual Report contains our consolidated financial statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 (the “Audited Consolidated Financial Statements”). Such Audited Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB, and have been audited by Deloitte Auditores y Consultores Limitada, independent registered public accounting firm. See page F-2 of the Audited Consolidated Financial Statements for the 2015 report prepared by Deloitte Auditores y Consultores Limitada. The Audited Consolidated Financial Statements have been prepared from accounting records maintained by the Bank and its subsidiaries.

 

The notes to the Audited Consolidated Financial Statements form an integral part of the Audited Consolidated Financial Statements and contain additional information and narrative descriptions or details of these financial statements.

 

4 

 

We have formatted our financial information according to the classification format for banks in Chile for purposes of IFRS. We have not reclassified the line items to comply with Article 9 of Regulation S-X. Article 9 is a regulation of the SEC that contains formatting requirements for bank holding company financial statements.

 

Functional and Presentation Currency

 

The Chilean peso is the currency of the primary economic environment in which the Bank operates and the currency that influences its structure of costs and revenues, and in accordance with International Accounting Standard 21 – The Effects of Changes in Foreign Exchange Rates has been defined as the functional and presentation currency. Accordingly, all balances and transactions denominated in currencies other than the Chilean peso are treated as “foreign currency.”

 

For presentational purposes, we have translated millions of Chilean pesos (Ch$ million) into thousands of U.S. dollars (U.S.$ thousand) using the rate as indicated below under “Exchange Rates,” for the financial information included in this Annual Report. See “Note 1—Summary of Significant Accounting Principles—e) Functional and presentation currency.”

 

Loans

 

Unless otherwise specified, all references herein (except in the Audited Consolidated Financial Statements) to loans are to loans and financial leases before deduction for loan loss allowance, and, except as otherwise specified, all market share data presented herein is based on information published periodically by the SBIF. Non-performing loans include the entire principal amount and accrued but unpaid interest on loans for which either principal or interest is past-due for 90 days or more and which do not accrue interest. Restructured loans for which no payments are past-due are not ordinarily classified as non-performing loans. See “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information—Classification of Loan Portfolio Based on the Borrower’s Payment Performance.”

 

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 an individually significant loan recorded at amortized cost which has experienced objective evidence of impairment is calculated as the difference between the recorded amount of the loan and the fair value of the collateral less costs to sell (practical expedient as allowed under IAS 39, “Financial Instruments”, Application Guidance paragraph 84).

 

Those loans individually assessed for impairment and found not to be individually impaired are included in the loans collectively assessed for impairment (so that the collective assessment includes both the remainder of the loans not individually assessed and those not found to be individually impaired) where grouping of such loans on a collective basis is performed using similar credit 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 5. Operating and Financial Review and Prospects—C. Selected Statistical Information—Analysis of Loan Loss Allowances.”

 

Outstanding loans and the related percentages of our loan portfolio consisting of corporate and consumer loans in the section entitled “Item 4. Information on the Company—B. Business Overview” are categorized based on the nature of the borrower. Outstanding loans and related percentages of our loan portfolio consisting of corporate and consumer loans in the section entitled “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information” are categorized in accordance with the reporting requirements of the SBIF, which are based on the type and term of loans. This disclosure is consistent with IFRS.

 

5 

 

Effect of Rounding

 

Certain figures included in this Annual Report and in the Audited Consolidated Financial Statements have been rounded up for ease of presentation. Percentage figures included in this Annual Report have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this Annual Report may vary from those obtained by performing the same calculations using the figures in the Audited Consolidated Financial Statements. Certain other amounts that appear in this Annual Report may not sum due to rounding.

 

Economic and Market Data

 

In this Annual Report, unless otherwise indicated, all macroeconomic data related to the Chilean economy is based on information published by the Central Bank, and all market share and other data related to the Chilean financial system is based on information published by the SBIF and our analysis of such information. Information regarding the consolidated risk index of the Chilean financial system as a whole is not available.

 

Exchange Rates

 

This Annual Report contains translations of certain Chilean peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Chilean peso amounts actually represent such U.S. dollar amounts, were converted from U.S. dollars at the rate indicated in preparing the Audited Consolidated Financial Statements, could be converted into U.S. dollars at the rate indicated, were converted or will be converted at all.

 

Unless otherwise indicated, all U.S. dollar amounts at any year end, for any period have been translated from Chilean pesos based on the interbank market rate published by Reuters at 1:30 pm on the last business day of the period. On December 31, 2014 and 2015 the exchange rate in the Informal Exchange Market as published by Reuters at 1:30 pm on these days was Ch$608.33 and Ch$707.80 respectively, or 0.16% and 0.06% more, respectively, than the observed exchange rate published by the Central Bank for such date of Ch$607,38 and Ch$707.34 respectively, per U.S.$1.00. The Federal Reserve Bank of New York does not report a noon buying rate for the Chilean peso. For more information on the observed exchange rate, see “Item 3. Key Information—A. Selected Financial Data—Exchange Rates” of the Annual Report.

 

As of December 31, 2014 and 2015, one UF was equivalent to Ch$24,627.10 and Ch$25,629.09, respectively. The U.S. dollar equivalent of one UF was U.S.$36.21 as of December 31, 2015, using the observed exchange rate reported by the Central Bank as of December 30, 2015 of Ch$36.23 per U.S.$1.00.

 

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

 

A. Selected Financial Data

 

The following table presents selected historical financial information for Santander-Chile as of the dates and for each of the periods indicated. Financial information for Santander-Chile as of and for the years ended December 31, 2015, 2014, 2013, 2012, and 2011 has been derived from our Audited Consolidated Financial Statements prepared in accordance with IFRS. In the F-pages of this Annual Report on Form 20-F, our audited financial statements for the years 2015, 2014 and 2013 are presented. The audited financial statements for 2012 and 2011 are not included in this document, but they can be found in our previous Annual Reports on Form 20-F. These consolidated financial statements differ in some respects from our locally filed financial statements at and for the years ended December 31, 2015, 2014, 2013, 2012, and 2011 prepared in accordance with Chilean Bank GAAP.

 

6 

 

The following table should be read in conjunction with, and is qualified in its entirety by reference to, our Audited Consolidated Financial Statements appearing elsewhere in this Annual Report.

 

   As of and for the years ended December 31,
   2015  2015  2014  2013  2012  2011
   In U.S.$ thousands(1)  In Ch$ millions (2)
CONSOLIDATED STATEMENT OF INCOME DATA (IFRS)                  
Net interest income    1,773,391    1,255,206    1,317,104    1,076,762    1,042,734    972,300 
Net fee and commission income    335,727    237,627    227,283    229,836    270,572    277,836 
Financial transactions, net    205,565    145,499    112,565    124,437    82,299    94,197 
Other operating income    9,097    6,439    6,545    88,155    13,105    18,749 
Net operating profit before provision for loan losses    2,323,780    1,644,771    1,663,497    1,519,190    1,408,710    1,363,082 
Provision for loan losses    (564,110)   (399,277)   (354,903)   (371,462)   (403,692)   (316,137)
Net operating profit    1,759,670    1,245,494    1,308,594    1,147,728    1,005,018    1,046,945 
Total operating expenses    (1,017,177)   (719,958)   (683,819)   (610,191)   (599,379)   (564,655)
Operating income    742,493    525,536    624,775    537,537    405,639    482,290 
Income from investments in associates and other companies    3,656    2,588    2,165    1,422    267    2,140 
Income before tax    746,149    528,124    626,940    538,959    405,906    484,430 
Income tax expense    (107,933)   (76,395)   (51,050)   (94,530)   (44,473)   (77,308)
Net income for the year    638,216    451,729    575,890    444,429    361,433    407,122 
Net income for the period attributable to:                              
Equity holders of the Bank    633,606    448,466    569,910    442,294    356,808    402,191 
Non-controlling interests    4,610    3,263    5,980    2,135    4,625    4,931 
Net income attributable to Equity holders of the Bank per share    3.36    2.38    3.02    2.35    1.89    2.13 
Net income attributable to Equity holders of the Bank per ADS (3)    1,344.90    951.92    1,208.00    938.83    757.37    2,217.48 
Weighted-average shares outstanding (in millions)    188,446.1    188,446.1    188,446.1    188,446.1    188,446.1    188,446.1 
Weighted-average ADS outstanding (in millions) (3)    471.1    471.1    471.1    471.1    471.1    181.4 
                               
CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA (IFRS)                              
Cash and deposits in banks    2,917,217    2,064,806    1,608,888    1,571,810    1,250,414    2,793,701 
Cash items in process of collection    1,023,624    724,521    531,373    604,077    520,267    276,454 
Trading investments    458,139    324,271    774,815    287,567    338,287    409,763 
Investments under resale agreements    3,480    2,463    -    17,469    6,993    12,928 
Financial derivative contracts    4,529,424    3,205,926    2,727,563    1,494,018    1,293,212    1,601,896 
Interbank loans, net    13,720    9,711    11,942    124,954    90,414    87,677 
Loans and accounts receivable from customers, net    34,654,910    24,528,745    22,196,390    20,320,874    18,326,190    16,858,637 
Available for sale investments    2,888,402    2,044,411    1,651,598    1,700,993    1,826,158    1,661,311 
Investments in associates and other companies    28,693    20,309    17,914    9,681    7,614    8,728 
Intangible assets    72,248    51,137    40,983    66,703    87,347    80,739 
Property, plant, and equipment    340,010    240,659    211,561    180,215    162,214    153,059 
Current taxes    -    -    2,241    1,643    10,227    37,253 
Deferred taxes    452,850    320,527    272,118    227,285    181,875    136,521 
Other assets    1,554,357    1,100,174    927,961    514,938    657,890    550,326 
TOTAL ASSETS    48,937,074    34,637,660    30,975,347    27,122,227    24,759,102    24,668,993 
Deposits and other demand  liabilities    10,392,937    7,356,121    6,480,497    5,620,763    4,970,019    4,413,815 
Cash items in process of being cleared    652,949    462,157    281,259    276,379    284,953    89,486 
Obligations under repurchase agreements    203,008    143,689    392,126    208,972    304,117    544,381 
Time deposits and other time liabilities    17,212,160    12,182,767    10,413,940    9,675,272    9,112,213    8,921,114 
Financial derivative contracts    4,044,371    2,862,606    2,561,384    1,291,785    1,146,161    1,292,402 
Interbank borrowing s   1,847,378    1,307,574    1,231,601    1,682,377    1,438,003    1,920,092 
Issued debt instruments    8,416,353    5,957,095    5,785,112    5,198,658    4,571,289    4,623,239 
Other financial liabilities    311,567    220,527    205,125    189,781    192,611    176,599 
Current taxes    25,143    17,796    1,077    50,242    525    1,498 
Deferred taxes    5,519    3,906    7,631    26,753    9,544    5,315 
Provisions    388,525    274,998    285,970    217,310    191,892    187,557 
Other liabilities    1,477,634    1,045,869    654,557    311,479    341,274    398,977 
TOTAL LIABILITIES    44,977,544    31,835,105    28,300,279    24,749,771    22,562,601    22,574,475 
Capital    1,259,258    891,303    891,303    891,303    891,303    891,303 
Reserves    2,158,651    1,527,893    1,307,761    1,130,991    975,460    802,528 
Valuation adjustments    1,820    1,288    25,600    (5,964)   (3,781)   2,832 
Retained earnings    497,160    351,890    417,321    327,622    299,254    364,054 
Attributable to Equity holders of the Bank    3,916,889    2,772,374    2,641,985    2,343,952    2,162,236    2,060,717 
Non-controlling interest    42,641    30,181    33,083    28,504    34,265    33,801 
TOTAL EQUITY    3,959,530    2,802,555    2,675,068    2,372,456    2,196,501    2,094,518 
TOTAL LIABILITIES AND EQUITY    48,937,074    34,637,660    30,975,347    27,122,227    24,759,102    24,668,933 

 

 

7 

 

 

   As of and for the years ended December 31,
   2015  2014  2013  2012  2011
CONSOLIDATED RATIOS               
(IFRS)               
Profitability and performance:               
Net interest margin (5)    4.4%   4.9%   4.6%   4.8%   4.8%
Return on average total assets (6)    1.3%   1.8%   1.6%   1.4%   1.7%
Return on average equity (7)    16.0%   21.4%   18.9%   16.5%   20.4%
Capital:                         
Average equity as a percentage of average total assets (8)    8.2%   8.2%   8.7%   8.7%   8.3%
Total liabilities as a multiple of equity (9)    11.4    10.6    10.4    10.3    10.8 
Credit Quality:                         
Non-performing loans as a percentage of total loans (10)    2.5%   2.8%   2.9%   3.2%   2.9%
Allowance for loan losses as percentage of total loans    3.0%   2.9%   2.9%   2.9%   2.8%
Operating Ratios:                         
Operating expenses /operating revenue (11)    43.8%   41.1%   40.2%   42.5%   41.4%
Operating expenses /average total assets    2.1%   2.1%   2.3%   2.4%   2.3%
                          
OTHER DATA                         
CPI Inflation Rate (12)    4.4%   4.7%   3.0%   1.5%   4.4%
Revaluation (devaluation) rate (Ch$/U.S.$) at year end (12)    (16.5%)   (16.0%)   (9.4%)   8.2%   (11.3%)
Number of employees at period end    11,723    11,478    11,516    11,713    11,566 
Number of branches and offices at period end    471    474    493    504    499 
 
(1)Amounts stated in U.S. dollars at and for the year ended December 31, 2015 have been translated from Chilean pesos at the interbank market exchange rate of Ch$707.80 = U.S.$1.00 as of December 31, 2015 based on the interbank market rate published by Reuters at 1:30 pm on the last business day of the period.

 

(2)Except per share data, percentages and ratios, share numbers, employee numbers and branch numbers.

 

(3)On October 22, 2012 the Bank performed an ADR split: for each old ADR, an ADR holder received 2.5975 new ADRs, and the ratio of ADS to shares became 1 ADS = 400 shares. For the years 2010-2011,1 ADS = 1,039 shares of common stock.

 

(4)Total equity includes equity attributable to Equity holders of the Bank plus non-controlling interests.

 

(5)Net interest income divided by average interest earning assets (as presented in “Item 5. Operating and Financial Review and Prospects— C. Selected Statistical Information”).

 

(6)Net income for the year divided by average total assets (as presented in “Item 5. Operating and Financial Review and Prospects— C. Selected Statistical Information”).

 

(7)Net income for the year divided by average equity (as presented in “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information”).

 

(8)This ratio is calculated using total average equity (as presented in “Item 5. Operating and Financial Review and Prospects— C. Selected Statistical Information”) including non-controlling interest.

 

(9)Total liabilities divided by equity.

 

(10)Non-performing loans include the aggregate unpaid principal and accrued but unpaid interest on all loans with at least one installment over 90 days past-due.

 

(11)The efficiency ratio is equal to operating expenses over operating income. Operating expenses includes personnel salaries and expenses, administrative expenses, depreciation and amortization, impairment and other operating expenses. Operating income includes net interest income, net fee and commission income, net income from financial operations (net trading income), foreign exchange profit (loss), net and other operating income.

 

(12)Based on information published by the Central Bank.

 

8 

 

Exchange Rates

 

Chile has two currency markets, the Mercado Cambiario Formal, or the Formal Exchange Market, and the Mercado Cambiario Informal, or the Informal Exchange Market. According to Law 18,840, the organic law of the Central Bank and the Central Bank Act (Ley Orgánica Constitucional del Banco Central de Chile), the Central Bank determines which purchases and sales of foreign currencies must be carried out in the Formal Exchange Market. Pursuant to Central Bank regulations currently in effect, all payments, remittances or transfers of foreign currency abroad which are required to be effected through the Formal Exchange Market may be effected with foreign currency procured outside the Formal Exchange Market. The Formal Exchange Market is comprised of the banks and other entities so authorized by the Central Bank. 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 is empowered to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. The conversion from pesos to U.S. dollars of all payments and distributions with respect to the ADSs described in this Annual Report must be transacted at the spot market rate in the Formal Exchange Market.

 

Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Central Bank be informed of certain transactions and that they be effected through the Formal Exchange Market. In order to keep the average exchange rate within certain limits, the Central Bank may intervene by buying or selling foreign currency on the Formal Exchange Market.

 

The U.S.$ Observed Exchange Rate (dólar observado), which is reported by the Central Bank and published daily in the Chilean newspapers, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. The Central Bank has the power to 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 is authorized to carry out its transactions at the Observed Exchange Rate, it generally uses spot rates for its transactions. Other banks generally carry out authorized transactions at spot rates as well.

 

Purchases and sales of foreign currencies may be legally carried out in the Informal Exchange Market. The Informal Exchange Market reflects transactions carried out at informal exchange rates by entities not expressly authorized to operate in the Formal Exchange Market. 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. In recent years, the variation between the Observed Exchange Rate and the Informal Exchange Rate has not been significant. On December 31, 2014 and 2015 the exchange rate in the Informal Exchange Market as published by Reuters at 1:30 pm on these days was Ch$608.33 and Ch$707.80 respectively, or 0.16% and 0.06% more, respectively, than the Central Bank’s published observed exchange rate for such date of Ch$607.38 and Ch$707.34, respectively, per U.S.$1.00.

 

The following table sets forth the annual low, high, average and period-end observed exchange rate for U.S. dollars for each of the following periods, as reported by the Central Bank. We make no representation that the Chilean peso or the U.S. dollar amounts referred to herein actually represent, could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at the rates indicated, at any particular rate or at all. The Federal Reserve Bank of New York does not report a noon buying rate for pesos.

 

   Daily Observed Exchange Rate Ch$ Per U.S.$(1)
Year  Low(2)  High(2)  Average(3)  Period End
             
 2011    455.91    533.74    483.36    521.46 
 2012    469.65    519.69    494.99    478.60 
 2013    466.50    533.95    495.09    523.76 
 2014    524.61    621.41    570.01    607.38 
 2015    597.10    715.66    654.25    707.34 

9 

 
   Daily Observed Exchange Rate Ch$ Per U.S.$(1)
Month  Low(2)  High(2)  Average(3)  Period End
 October 2015     673.91    698.72    685.31    690.34 
 November 2015     688.94    715.66    704.00    712.63 
 December 2015     693.72    711.52    704.24    707.34 
 January 2016     710.16    730.31    721.95    711.72 
 February 2016     689.18    715.41    703.51    689.18 
 March 2016     671.97    694.82    682.07    675.10 
 April 2016 (until April 28, 2016)     657.90    682.45    670.26    668.49 
 

Source: Central Bank.

 

(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 monthly average rates during the year.

 

Dividends

 

Under the current General Banking Law, a Chilean bank may only pay a single dividend per year (i.e., interim dividends are not permitted). Santander-Chile’s annual dividend is proposed by its Board of Directors and is approved by the shareholders at the annual ordinary shareholders’ meeting held the year following that in which the dividend is generated. For example, the 2015 dividend must be proposed and approved during the first four months of 2016. Following shareholder approval, the proposed dividend is declared and paid. Historically, the dividend for a particular year has been declared and paid no later than one month following the shareholders’ meeting. Dividends are paid to shareholders of record on the fifth day preceding the date set for payment of the dividend. The applicable record dates for the payment of dividends to holders of ADSs will, to the extent practicable, be the same.

 

Under the General Banking Law, a bank must distribute cash dividends in respect of any fiscal year in an amount equal to at least 30% of its net income for that year, as long as the dividend does not result in the infringement of minimum capital requirements. The balances of our distributable net income are 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.

 

Dividends payable to holders of ADSs are net of foreign currency conversion expenses of The Bank of New York Mellon, as depositary (the “Depositary”) and will be subject to the Chilean withholding tax currently at the rate of 35% (subject to credits in certain cases as described in “Item 10. Additional Information—E. Taxation—Material Tax Consequences of Owning Shares of Our Common Stock or ADSs”).

 

Under the Foreign Investment Contract (as defined herein), the Depositary, on behalf of ADS holders, is granted access to the Formal Exchange Market to convert cash dividends from Chilean pesos to U.S. dollars and to pay such U.S. dollars to ADS holders outside Chile, net of taxes, and no separate registration by ADS holders is required. In the past, Chilean law required that holders of shares of Chilean companies who were not residents of Chile to register as foreign investors under one of the foreign investment regimes contemplated by Chilean law in order to have dividends, sale proceeds or other amounts with respect to their shares remitted outside Chile through the Formal Exchange Market. On April 19, 2001, the Central Bank deregulated the Exchange Market and eliminated the need to obtain approval from the Central Bank in order to remit dividends, but at the same time this eliminated the possibility of accessing the Formal Exchange Market. These changes do not affect the current Foreign Investment Contract, which was signed prior to April 19, 2001, which grants access to the Formal Exchange Market with prior approval of the Central Bank. See “Item 10. Additional Information—D. Exchange Controls.”

 

10 

 

The following table presents dividends declared and paid by us in nominal terms in the past four years:

 

Year  Dividend
Ch$ mn (1)
  Dividend
US$ mn (2)
  Per share Ch$/share (3)  Per ADS US$/ADS (4)  % over earnings (5)  % over earnings (6)
 2012    261,051    533.1    1.39    2.94    60    65 
 2013    232,780    493.1    1.24    1.05    60    65 
 2014    265,156    476.0    1.41    1.01    60    60 
 2015    330,198    540.4    1.75    1.15    60    58 
 2016 (6)     336,659    503.7    1.79    1.07    75    75 
 
(1)Millions of nominal pesos.

 

(2)Millions of US$ using the observed exchange rate of the day the dividend was approved in the annual shareholders meeting.

 

(3)Calculated on the basis of 188,446 million shares.

 

(4)Dividend in US$ million divided by the number of ADS, which was calculated on the basis of 1,039 shares per ADS for 2012. For 2013, 2014, 2015 and 2016, it is calculated on the basis of 400 shares per ADS.

 

(5)Calculated by dividing dividend paid in the year by net income attributable to the equity holders of the Bank for the previous year under Chilean GAAP.

 

(6)Calculated by dividing dividend paid in the year by net income attributable to the equity holders of the Bank for the previous year under IFRS.

 

B.Capitalization and Indebtedness

 

Not applicable.

 

C.Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D.Risk Factors

 

You should carefully consider the following risk factors, which should be read in conjunction with all the other information presented in this Annual Report. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we do not know about or that we currently think are immaterial may also impair our business operations. Any of the following risks, if they actually occur, could materially and adversely affect our business, results of operations, prospects and financial condition.

 

We are subject to market risks that are presented both in this subsection and in “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”

 

Risks Associated with Our Business

 

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

 

In the recent past, financial systems worldwide have experienced difficult credit and liquidity conditions and disruptions leading to less liquidity, greater volatility (such as volatility in spreads) and, in some cases, lack of price transparency on interbank lending rates. Global economic conditions deteriorated significantly between 2007 and 2009, and many countries fell into recession. Although most countries have begun to recover, this recovery may not be sustainable. Many major financial institutions, including some of the world’s largest global commercial banks, investment banks, mortgage lenders, mortgage guarantors and insurance companies experienced, and some continue to experience, significant difficulties. Around the world, there have also been runs on deposits at several financial institutions, numerous institutions have sought additional capital or have been assisted by governments, and many lenders and institutional investors have reduced or ceased providing funding to borrowers (including to other financial institutions).

 

11 

 

Increased disruption and volatility in the global financial markets could have a material adverse effect on us, including 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 and become unable to maintain certain liability maturities. Any such increase in capital markets funding availability or costs or in deposit rates could have a material adverse effect on our interest margins and liquidity.

 

In particular, we may face, among others, the following economic risks:

 

·Increased regulation of our industry. Compliance with such regulation will increase our costs and may affect the pricing for our products and services and limit our ability to pursue business opportunities.

 

·Reduced demand for our products and services.

 

·Inability of our borrowers to timely or fully comply with their existing obligations.

 

·The process we use to estimate losses inherent in our credit exposure requires complex judgments, including forecasts of economic conditions and how these economic conditions might impair the ability of our borrowers to repay their loans. The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the sufficiency of our loan loss allowances.

 

·The value and liquidity of the portfolio of investment securities that we hold may be adversely affected.

 

·Any worsening of global economic conditions may delay the recovery of the international financial industry and impact our financial condition and results of operations.

 

·The recoverability of our retail loans in particular may be increasingly vulnerable to macroeconomic shocks that could negatively impact the household income of our retail customers and result in increased loan losses.

 

Despite recent improvements in certain segments of the global economy, uncertainty remains concerning the future economic environment. There can be no assurance that economic conditions in these segments will continue to improve or that the global economic condition as a whole will improve significantly. Such economic uncertainty could have a negative impact on our business and results of operations. Investors remain cautious. A slowing or failing of the economic recovery would likely aggravate the adverse effects of these difficult economic and market conditions on us and on others in the financial services industry.

 

If all or some of the foregoing risks were to materialize, this could have a material adverse effect on us.

 

Credit, market and liquidity risk may have an adverse effect on our credit ratings and our cost of funds. Any downgrading in Chile’s, our controlling shareholders or our credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations.

 

Credit ratings affect the cost and other terms upon which we are able to obtain funding. Rating agencies regularly evaluate us, and their ratings of our long-term debt are based on a number of factors, including our financial strength, conditions that affect the financial services industry generally and the economic environment in which the company operates. In addition, due to the methodology of the main rating agencies, our credit rating is affected by the rating of Chile’s sovereign debt. If Chile’s sovereign debt is downgraded, our credit rating would also likely be downgraded by an equivalent amount.

 

In addition, our ratings may be adversely affected by any downgrade in the ratings of our parent company, Santander Spain. The long-term debt of Santander Spain is currently rated investment grade by the major rating agencies—A3 by Moody’s Investors Service España, S.A., (“Moody’s”) A- by Standard & Poor’s Ratings Services (“S&P”) and A- by Fitch Ratings Ltd. (“Fitch”)—all of which have a stable outlook due to the gradual economic improvement in Spain.

 

12 

 

Any downgrade in our debt credit ratings would likely increase our borrowing costs and require us to post additional collateral or take other actions under some of our derivative contracts, and could limit our access to capital markets and adversely affect our commercial business. For example, a ratings downgrade could adversely affect our ability to sell or market certain of our products, engage in certain longer-term and derivatives transactions and retain our customers, particularly customers who need a minimum rating threshold in order to invest. In addition, under the terms of certain of our derivative contracts, we may be required to maintain a minimum credit rating or terminate such contracts. Any of these results of a ratings downgrade, in turn, could reduce our liquidity and have an adverse effect on us, including our operating results and financial condition.

 

While certain potential impacts of these downgrades are contractual and quantifiable, the full consequences of a credit rating downgrade are inherently uncertain, as they depend upon numerous dynamic, complex and inter-related factors and assumptions, including market conditions at the time of any downgrade, whether any downgrade of a firm’s long-term credit rating precipitates downgrades to its short-term credit rating, and assumptions about the potential behaviors of various customers, investors and counterparties. Actual outflows could be higher or lower than this hypothetical example, depending upon certain factors including which credit rating agency downgrades our credit rating, any management or restructuring actions that could be taken to reduce cash outflows and the potential liquidity impact from loss of unsecured funding (such as from money market funds) or loss of secured funding capacity. Although, unsecured and secured funding stresses are included in our stress testing scenarios and a portion of our total liquid assets is held against these risks, it is still the case that a credit rating downgrade could have a material adverse effect on us.

 

In addition, if we were required to cancel our derivatives contracts with certain counterparties and were unable to replace such contracts, our market risk profile could be altered.

 

In light of the difficulties in the financial services industry and the financial markets, there can be no assurance that the rating agencies will maintain the current ratings or outlooks. Failure to maintain favorable ratings and outlooks would likely increase the cost of funding to us and adversely affect interest margins, which could have a material adverse effect on us.

 

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

 

The Chilean market for financial services is highly competitive. We compete with other private sector Chilean and non-Chilean banks, with Banco del Estado de Chile, the principal government-owned sector bank, with department stores and with larger supermarket chains that make consumer loans and sell other financial products to a large portion of the Chilean population. The lower to middle-income segments of the Chilean population and the small- and mid- sized corporate segments have become the target markets of several banks and competition in these segments may increase. We also face competition from non-bank (such as department stores, insurance companies, cajas de compensación and cooperativas) and non-finance competitors (principally department stores and larger supermarket chains) with respect to some of our credit products, such as credit cards, consumer loans and insurance brokerage. In addition, we face competition from non-bank finance competitors, such as leasing, factoring and automobile finance companies, with respect to credit products, and from mutual funds, pension funds and insurance companies with respect to savings products. Increasing competition could require that we increase our rates offered on deposits or lower the rates we charge on loans, which could also have a material adverse effect on us, including our profitability. It may also negatively affect our business results and prospects by, among other things, limiting our ability to increase our customer base and expand our operations and increasing competition for investment opportunities.

 

Non-traditional providers of banking services, such as Internet based e-commerce providers, mobile telephone companies and internet search engines may offer and/or increase their offerings of financial products and services directly to customers. These non-traditional providers of banking services currently have an advantage over traditional providers because they are not subject to banking regulation. Several of these competitors may have long operating histories, large customer bases, strong brand recognition and significant financial, marketing and other resources. They may adopt more aggressive pricing and rates and devote more resources to technology, infrastructure and marketing. New competitors may enter the market or existing competitors may adjust their services with unique product or service offerings or approaches to providing banking services. If we are unable to successfully compete with current and new competitors, or if we are unable to anticipate and adapt our offerings to changing banking industry trends, including technological changes, our business may be adversely affected. In addition, our failure to effectively anticipate or adapt to emerging technologies or changes in customer behavior,

 

13 

 

including among younger customers, could delay or prevent our access to new digital-based markets which would in turn have an adverse effect on our competitive position and business.

 

The increase in competition within the Chilean banking industry in recent years has led to consolidation in the industry. We expect the trends of increased competition and consolidation to continue and to result in the formation of large new financial groups with which we must now compete. There can be no assurance that this increased competition will not adversely affect our growth prospects, and therefore our operations.

 

In addition, if our customer service levels were perceived by the market to be materially below those of our competitor financial institutions, we could lose existing and potential business. If we are not successful in retaining and strengthening customer relationships, we may lose market share, incur losses on some or all of our activities or fail to attract new deposits or retain existing deposits, which could have a material adverse effect on our operating results, financial condition and prospects.

 

Our ability to maintain our competitive position depends, in part, on the success of new products and services we offer our clients and our ability to continue offering products and services from third parties, and we may not be able to manage various risks we face as we expand our range of products and services that could have a material adverse effect on us.

 

The success of our operations and our profitability depends, in part, on the success of new products and services we offer our clients and our ability to continue offering products and services from third parties. However, we cannot guarantee that our new products and services will be responsive to client demands or successful once they are offered to our clients, or that they will be successful in the future. In addition, our clients’ needs or desires may change over time, and such changes may render our products and services obsolete, outdated or unattractive and we may not be able to develop new products that meet our clients’ changing needs. Our success is also dependent on our ability to anticipate and leverage new and existing technologies that may have an impact on products and services in the banking industry. Technological changes may further intensify and complicate the competitive landscape and influence client behavior. If our products and services employ technology that is not as attractive to our clients as that employed by our competitors, if we fail to employ technologies desired by our clients before our competitors do so, or if we fail to execute effectively on targeted strategic technology initiatives, our business and results could be adversely affected. In addition, if we cannot respond in a timely fashion to the changing needs of our clients, we may lose clients, which could in turn materially and adversely affect us.

 

As we expand the range of our products and services, some of which may be at an early stage of development in the markets of certain regions where we operate, we will be exposed to new and potentially increasingly complex risks and development expenses in those markets, with respect to which our experience and the experience of our partners may not be sufficient. Our employees and our risk management systems may not be adequate to handle or manage such risks. In addition, the cost of developing products that are not launched is likely to affect our results of operations. Any or all of these factors, individually or collectively, could have a material adverse effect on us.

 

Our strong position in the credit card market is in part due to our credit card co-branding agreement with Chile’s largest airline. This agreement expires in August 2020 and no assurance can be given that it will be renewed, which may materially and adversely affect our results of operations and financial condition in the credit card business.

 

Further, our customers may issue complaints and seek redress if they consider that they have suffered loss from our products and services, for example, as a result of any alleged mis-selling or incorrect application of the terms and conditions of a particular product. This could in turn subject us to risks of potential legal action by our customers and intervention by our regulators. For further detail on our legal and regulatory risk exposures, please see the risk factor entitled “We are exposed to risk of loss from legal and regulatory proceedings.”

 

The financial problems faced by our customers could adversely affect us.

 

Market turmoil and economic recession could materially and adversely affect the liquidity, credit ratings, businesses and/or financial conditions of our borrowers, which could in turn increase our own non-performing loan ratios, impair our loan and other financial assets and result in decreased demand for borrowings in general. In addition, our customers may further significantly decrease their risk tolerance to non-deposit investments such as stocks, bonds and mutual funds, which would adversely affect our fee and commission income. We may also be adversely affected by the negative effects of the heightened regulatory environment on our customers due to the high

 

14 

 

costs associated with regulatory compliance and proceedings. Any of the conditions described above could have a material adverse effect on our business, financial condition and results of operations.

 

We may generate lower revenues from fee and commission based businesses.

 

The fees and commissions that we earn from the different banking and other financial services that we provide represent a significant source of our revenues. Our customers may significantly decrease their risk tolerance to non-deposit investments such as stocks, bonds and mutual funds for a number of reasons, including a market downturn, which would adversely affect us, including our fee and commission income.

 

Banco Santander Chile sold its asset management business in 2013 and signed a management service agreement for a 10 year-period with the acquirer of this business in which we sell asset management funds on their behalf. Therefore, even in the absence of a market downturn, below-market performance by the mutual funds of the firm we broker for may result in a reduction in revenue we receive from selling asset management funds and adversely affect our results of operations.

 

Market conditions have resulted, and could result, in material changes to the estimated fair values of our financial assets. Negative fair value adjustments could have a material adverse effect on our operating results, financial condition and prospects.

 

In the recent past, financial markets have been subject to significant stress resulting in steep falls in perceived or actual financial asset values, particularly due to volatility in global financial markets and the resulting widening of credit spreads. We have material exposures to securities and other investments that are recorded at fair value and are therefore exposed to potential negative fair value adjustments. Asset valuations in future periods, reflecting then-prevailing market conditions, may result in negative changes in the fair values of our financial assets and these may also translate into increased impairments. In addition, the value ultimately realized by us on disposal may be lower than the current fair value. Any of these factors could require us to record negative fair value adjustments, which may have a material adverse effect on our operating results, financial condition or prospects.

 

In addition, to the extent that fair values are determined using financial valuation models, such values may be inaccurate or subject to change, as the data used by such models may not be available or may become unavailable due to changes in market conditions, particularly for illiquid assets, and particularly in times of economic instability. In such circumstances, our valuation methodologies require us to make assumptions, judgments and estimates in order to establish fair value, and reliable assumptions are difficult to make and are inherently uncertain and valuation models are complex, making them inherently imperfect predictors of actual results. Any consequential impairments or write-downs could have a material adverse effect on our operating results, financial condition and prospects.

 

If we are unable to effectively control the level of non-performing or poor credit quality loans in the future, or if our loan loss reserves are insufficient to cover future loan losses, this could have a material adverse effect on us.

 

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of our businesses. Non-performing or low credit quality loans have in the past and can continue to negatively impact our results of operations. We cannot assure you that we will be able to effectively control the level of the impaired loans in our total loan portfolio. In particular, the amount of our reported non-performing loans may increase in the future as a result of growth in our total loan portfolio, including as a result of loan portfolios that we may acquire in the future, or factors beyond our control, such as adverse changes in the credit quality of our borrowers and counterparties or a general deterioration in economic conditions in Chile or global economic conditions, impact of political events, events affecting certain industries or events affecting financial markets and global economies.

 

As of December 31, 2015, our non-performing loans were Ch$643,468 million, and the ratio of our non-performing loans to total loans was 2.5%. As of December 31, 2015, our allowance for loan losses was Ch$762,301 million, and the ratio of our allowance for loan losses to total loans was 3.0%. For additional information on our asset quality, see “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information–Classification of Loan Portfolio Based on the Borrower’s Payment Performance.”

 

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Our current allowance for loan losses may not be adequate to cover an increase in the amount of non-performing loans or any future deterioration in the overall credit quality of our total loan portfolio. Our allowance for loan losses is based on our current assessment of and expectations concerning various factors affecting us, including the quality of our loan portfolio. These factors include, among other things, our borrowers’ financial condition, repayment abilities and repayment intentions, the realizable value of any collateral, the prospects for support from any guarantor, Chile’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 and other assets require recalibration, which can lead to increased provision expense. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results–Results of Operations for the Years ended December 31, 2015, 2014 and 2013—Provision for loan losses, net of recoveries.”

 

As a result, there is no precise method for predicting loan and credit losses, and we cannot assure you that our allowance for loan losses will be sufficient in the future to cover actual loan and credit losses. If our assessment of and expectations concerning the above-mentioned factors differ from actual developments, if the quality of our total loan portfolio deteriorates, for any reason, including the increase in lending to individuals and small and medium enterprises, the volume increase in the consumer loan portfolio and the introduction of new products, or if the future actual losses exceed our estimates of incurred losses, we may be required to increase our provisions and allowance for loan losses, which may adversely affect us. If we are unable to control or reduce the level of our non-performing or poor credit quality loans, this could have a material adverse effect on us.

 

The value of the 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.

 

The value of the collateral securing our loan portfolio may significantly fluctuate or decline due to factors beyond our control, including macroeconomic factors affecting Chile’s economy. The value of the collateral securing our loan portfolio may be adversely affected by force majeure events, such as natural disasters, particularly in locations where a significant portion of our loan portfolio is composed of real estate loans. Natural disasters such as earthquakes and floods may cause widespread damage, which could impair the asset quality of our loan portfolio and could have an adverse impact on Chile’s economy. The real estate market is particularly vulnerable in the current economic climate and this may affect us, as real estate represents a significant portion of the collateral securing our residential mortgage 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 provisions to cover actual impairment losses of our loans, which may materially and adversely affect our results of operations and financial condition.

 

The growth of our loan portfolio may expose us to increased loan losses. Our exposure to individuals and small and mid-sized businesses could lead to higher levels of past due loans, allowances for loan losses and charge-offs.

 

The further expansion of our loan portfolio (particularly in the consumer, small- and mid-sized companies and real estate segments) can be expected to expose us to a higher level of loan losses and require us to establish higher levels of provisions for loan losses. See “Note 8—Interbank Loans” and “Note 9—Loans and Accounts Receivables from Customers” in our Audited Consolidated Financial Statements for a description and presentation of our loan portfolio as well as “Item 5-Selected Statistical Information—Loan Portfolio.”

 

Retail customers represent 66.36% of the value of the total loan portfolio as of December 31, 2015. As part of our business strategy, we seek to increase lending and other services to retail clients, which are more likely to be adversely affected by downturns in the Chilean economy. In addition, as of December 31, 2015, our residential mortgage loan portfolio totaled Ch$7,812,850 million, representing 30.9% of our total loans. See “Note 9—Loans and Accounts Receivables from Customers” in our Audited Consolidated Financial Statements for a description and presentation of our residential mortgage loan portfolio. If the economy and real estate market in Chile experience a significant downturn, this could materially adversely affect the liquidity, businesses and financial conditions of our customers, which may in turn cause us to experience higher levels of past-due loans, thereby resulting in higher provisions for loan losses and subsequent charge-offs. This may materially and adversely affect our asset quality, results of operations and financial condition.

 

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Our loan portfolio may not continue to grow at the same rate and economic turmoil may lead to a contraction in our loan portfolio.

 

There can be no assurance that our loan portfolio will continue to grow at similar rates to the historical growth rate described above. A reversal of the rate of growth of the Chilean 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. An economic turmoil could materially adversely affect the liquidity, businesses and financial condition of our customers as well as lead to a general decline in consumer spending and a rise in unemployment. All this could in turn lead to decreased demand for borrowings in general.

 

Our financial results are constantly exposed to market risk. We are subject to fluctuations in interest rates and other market risks, which may materially and adversely affect us.

 

Market risk refers to the probability of variations in our net interest income or in the market value of our assets and liabilities due to volatility of interest rate, inflation, exchange rate or equity price. Changes in interest rates affect the following areas, among others, of our business:

 

·net interest income;

 

·the volume of loans originated;

 

·volatility of credit spreads;

 

·the market value of our securities holdings;

 

·gains from sales of loans and securities; and

 

·gains and losses from derivatives.

 

Variations in interest rates could affect our net interest income, which comprises the majority of our revenue. Interest rate variations could adversely affect us, including our net interest income, reducing our growth rate or even resulting in losses. When interest rates rise, we may be required to pay higher interest on our floating-rate borrowings while interest earned on our predominately fixed-rate assets may not rise as quickly, which could cause profits to grow at a reduced rate or decline in some parts of our portfolio. Interest rates are highly sensitive to many factors beyond our control, including increased regulation of the financial sector, the reserve policies of the Central Bank, deregulation of the financial sector in Chile, monetary policies, domestic and international economic and political conditions and other factors.

 

Increases in interest rates may reduce the volume of loans we originate. Sustained high interest rates have historically discouraged customers from borrowing and have resulted in increased delinquencies in outstanding loans and deterioration in the quality of assets. Increases in interest rates may also reduce the propensity of our customers to prepay or refinance fixed-rate loans. Increases in interest rates may reduce the value of our financial assets and may reduce gains or require us to record losses on sales of our loans or securities.

 

If interest rates decrease, although this is likely to decrease our funding costs, it is likely to adversely impact the income we receive from our investments in securities as well as loans with similar maturities. In addition, we may also experience increased delinquencies in a low interest rate environment when such an environment is accompanied by high unemployment and recessionary conditions.

 

The market value of a security with a fixed interest rate generally decreases when the prevailing interest rates rise, which may have an adverse effect on our earnings and financial condition. In addition, we may incur costs (which, in turn, will impact our results) as we implement strategies to reduce future interest rate exposure. The market value of an obligation with a floating interest rate can be adversely affected when interest rates increase, due to a lag in the implementation of repricing terms or an inability to refinance at lower rates.

 

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We are also exposed to foreign exchange rate risk as a result of mismatches between assets and liabilities denominated in different currencies. Fluctuations in the exchange rate between currencies may negatively affect our earnings and value of our assets and securities. Therefore, while the Bank seeks to avoid significant mismatches between assets and liabilities due to foreign currency exposure, from time to time, we may have mismatches. “See Item 11. Quantitative and Qualitative Disclosure About Market Risks— E. Market Risks—Foreign exchange fluctuations.”

 

We are also exposed to equity price risk in our investments in equity securities in the banking book and in the trading portfolio. The performance of financial markets may cause changes in the value of our investment and trading portfolios. The volatility of world equity markets due to the continued economic uncertainty and sovereign debt crisis has had a particularly strong impact on the financial sector. Continued volatility may affect the value of our investments in equity securities and, depending on their fair value and future recovery expectations, could become a permanent impairment which would be subject to write-offs against our results. To the extent any of these risks materialize, our net interest income or the market value of our assets and liabilities could be materially adversely affected.

 

Failure to successfully implement and continue to improve our risk management policies, procedures and methods, including our credit risk management system, could materially and adversely affect us, and we may be exposed to unidentified or unanticipated risks.

 

The management of risk is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of separate but complementary financial, credit, market, operational, compliance and legal reporting systems. While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, such techniques and strategies may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk, including risks that we fail to identify or anticipate.

 

Some of our qualitative tools and metrics for managing risk are based upon our use of observed historical market behavior. We apply statistical and other tools to these observations to arrive at quantifications of our risk exposures. These qualitative tools and metrics may fail to predict future risk exposures. These risk exposures could, for example, arise from factors we did not anticipate or correctly evaluate in our statistical models. This would limit our ability to manage our risks. Our losses thus could be significantly greater than the historical measures indicate. In addition, our quantified modeling does not take all risks into account. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material unanticipated losses. We could face adverse consequences as a result of decisions, which may lead to actions by management, based on models that are poorly developed, implemented or used, or as a result of the modelled outcome being misunderstood or the use of such information for purposes for which it was not designed. In addition, if existing or potential customers or counterparties believe our risk management is inadequate, they could take their business elsewhere or seek to limit their transactions with us. This could harm our reputation as well as our operating results, financial condition and prospects.

 

As a commercial bank, one of the main types of risks inherent in our business is credit risk. For example, an important feature of our credit risk management system is to employ an internal credit rating system to assess the particular risk profile of a customer. As this process involves detailed analyses of the customer, taking into account both quantitative and qualitative factors, it is subject to human or IT systems errors. In exercising their judgment on current or future credit risk behavior of our customers, our employees may not always be able to assign an accurate credit rating, which may result in our exposure to higher credit risks than indicated by our risk rating system.

 

In addition, we continue to refine our credit policies and guidelines to address potential risks associated with particular industries or types of customers. However, we may not be able to timely detect all possible risks before they occur, or due to limited tools available to us, our employees may not be able to effectively implement them, which may increase our credit risk. Failure to effectively implement, consistently follow or continuously refine our credit risk management system may result in an increase in the level of non-performing loans and a higher risk exposure for us, which could have a material adverse effect on us.

 

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

 

In assessing customers’ creditworthiness, we rely largely on the credit information available from our own internal databases, the SBIF, Dicom en Capital, a Chilean nationwide credit bureau, and other sources. Due to limitations in the availability of information and the developing information infrastructure in Chile, our assessment of credit risk 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 will 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 will have to rely on other publicly available resources and our internal resources, which may not be effective. As a result, our ability to effectively manage our credit risk and subsequently our loan loss allowances may be materially adversely affected.

 

Liquidity and funding risks are inherent in our business and could have a material adverse effect on us.

 

Liquidity risk is the risk that we either do not have available sufficient financial resources to meet our obligations as they fall due or can secure them only at excessive cost. This risk is inherent in any retail and commercial banking business and can be heightened by a number of enterprise-specific factors, including over-reliance on a particular source of funding, changes in credit ratings or market-wide phenomena such as market dislocation. While we implement liquidity management processes to seek to mitigate and control these risks, unforeseen systemic market factors in particular make it difficult to eliminate completely these risks. Adverse and continued constraints in the supply of liquidity, including inter-bank lending, has affected and may materially and adversely affect the cost of funding our business, and extreme liquidity constraints may affect our current operations and our ability to fulfill regulatory liquidity requirements as well as limit growth possibilities.

 

Disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us.

 

Our cost of obtaining funding is directly related to prevailing market interest rates and to our credit spreads. Increases in interest rates and our credit spreads can significantly increase the cost of our funding. Changes in our credit spreads are market-driven, and may be influenced by market perceptions of our creditworthiness. Changes to interest rates and our credit spreads occur continuously and may be unpredictable and highly volatile.

 

If wholesale markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits, with a view to attracting more customers, and/or to sell assets, potentially at depressed prices. The persistence or worsening of these adverse market conditions or an increase in base interest rates could have a material adverse effect on our ability to access liquidity and cost of funding.

 

We rely, and will continue to rely, primarily on commercial deposits to fund lending activities. The ongoing availability of this type of funding is sensitive to a variety of factors outside our control, such as general economic conditions and the confidence of commercial depositors in the economy, in general, and the financial services industry in particular, and the availability and extent of deposit guarantees, as well as competition between banks for deposits. Any of these factors could significantly increase the amount of commercial deposit withdrawals in a short period of time, thereby reducing our ability to access commercial deposit funding on appropriate terms, or at all, in the future. If these circumstances were to arise, this could have a material adverse effect on our operating results, financial condition and prospects.

 

We anticipate that our customers will continue, in the near future, to make short-term deposits (particularly demand deposits and short-term time deposits), and we intend to maintain our emphasis on the use of banking deposits as a source of funds. As of December 31, 2015, 98.5% of our customer deposits had remaining maturities of one year or less, or were payable on demand. A significant portion of our assets have longer maturities, resulting in a mismatch between the maturities of liabilities and the maturities of assets. Historically, one of our principal sources of funds has been time deposits. Time deposits represented 35.2% and 33.6% of our total liabilities and equity as of December 31, 2015 and 2014, respectively. The Chilean time deposit market is concentrated given the importance in size of various large institutional investors such as pension funds and corporations relative to the total size of the economy. As of December 31, 2015, the Bank’s top 20 time deposits represented 39.6% of total time deposits, or 9.8% of total liabilities and equity, and totaled U.S.$6.8 billion. No assurance can be given that future economic

 

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stability in the Chilean market will not negatively affect our ability to continue funding our business or to maintain our current levels of funding without incurring increased funding costs, a reduction in the term of funding instruments or the liquidation of certain assets. If this were to happen, we could be materially adversely affected.

 

The short-term nature of this funding source could cause liquidity problems for us in the future if deposits are not made in the volumes we expect or are not renewed. If a substantial number of our depositors withdraw their demand deposits or do not roll over their time deposits upon maturity, we may be materially and adversely affected.

 

We are subject to regulatory capital and liquidity requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects.

 

Chilean banks are required by the General Banking Law to maintain regulatory capital of at least 8% of risk-weighted assets, net of required loan loss allowance and deductions, and paid-in capital and reserves (“basic capital”) of at least 3% of total assets, net of required loan loss allowances. As we are the result of the merger between two predecessors with a relevant market share in the Chilean market, we are currently required to maintain a minimum regulatory capital to risk-weighted assets ratio of 11%. As of December 31, 2015, the ratio of our regulatory capital to risk-weighted assets, net of loan loss allowance and deductions, was 13.4%. 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 or regulatory changes;

 

·the failure to increase our capital correspondingly;

 

·losses resulting from a deterioration in our asset quality;

 

·declines in the value of our investment instrument portfolio;

 

·changes in accounting standards;

 

·changes in provisioning guidelines that are charged directly against our equity or net income; and

 

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

 

Chilean banks are gradually being required to adopt the guidelines set forth under the Basel III Capital Accord with adjustments incorporated by the SBIF once these changes are approved by the Chilean Congress in 2015 or 2016. Following this approval, Chilean banks will most likely have to fully comply with Basel III requirements by 2018 or 2019. This could result in a different level of minimum capital required to be maintained by us. According to initial estimates of the impact of market risk on regulatory capital, published by the SBIF for informational purposes only, our ratio of regulatory capital to risk-weighted assets, net of loan loss allowance and deductions, including an initial estimate of the adjustments for market risk was 12.0% as of December 31, 2015. No assurance can be given that the adoption of the Basel III capital requirements will not have a material impact on our capitalization ratio.

 

We may also be required to raise additional capital in the future in order to maintain our capital adequacy ratios above the minimum required levels. Our ability to raise additional capital may be limited by numerous factors, including: our future financial condition, results of operations and cash flows; any necessary government regulatory approvals; our credit ratings; general market conditions for capital raising activities by commercial banks and other financial institutions; and domestic and international economic, political and other conditions. If we require additional capital in the future, we cannot assure you that we will be able to obtain such capital on favorable terms, in a timely manner or at all. Furthermore, the SBIF may increase the minimum capital adequacy requirements applicable to us. Accordingly, although we currently meet the applicable capital adequacy requirements, we may face difficulties in meeting these requirements in the future. If we fail to meet the capital adequacy requirements, we may be required to take corrective actions. These measures could materially and adversely affect our business reputation, financial condition and results of operations. In addition, if we are unable to raise sufficient capital in a timely manner, the growth of our loan portfolio and other risk-weighted assets may be restricted, and we may face significant challenges in implementing our business strategy. As a result, our prospects, results of operations and financial condition could be materially and adversely affected.

 

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The SBIF and the Central Bank published new liquidity standards in 2015 and ratios that must be implemented and calculated by all banks. These will eventually replace the current regulatory limits imposed by the SBIF and the Central Bank described above. These new liquidity standards are in line with those established in Basel III. The most important liquidity ratios that will eventually be adopted by Chilean banks are:

 

·Liability concentration per institutional and wholesale counterparty. Banks will have to calculate the percentage of their liabilities coming from institutional and wholesale counterparties, including ratios regarding renovation, renewals, restructurings, maturity and product concentration of these counterparties.

 

·Liquidity coverage ratio (LCR), which measures the percentage of liquid Assets over net cash outflows. The new guidelines also define liquid assets and the formulas for calculating net cash outflows.

 

·Net Stable Funding Ratio (NSFR) which will measure a bank’s available stable funding relative to its required stable funding. Both concepts are also defined in the new regulations.

 

Beginning on March 30, 2016, banks must report these ratios to the Central Bank and the SBIF. The evolution of these indicators will be monitored for a 12 month period and adjustments to the required ratios could be made. The final limits and results should begin to be published in the second half of 2016. The initial limits banks must meet in order to comply with these new ratios have not been published yet. For this reason, we cannot yet determine the effect that the implementation of these models will have on our business. Such effect could be material and adverse if it materially increases the liquidity we are required to maintain.

 

We are subject to regulatory risk, or the risk of not being able to meet all of the applicable regulatory requirements and guidelines.

 

As a financial institution, we are subject to extensive regulation, inspections, examinations, inquiries, audits and other regulatory requirements by Chilean regulatory authorities, which materially affect our businesses. 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.

 

Changes in regulations may also cause us to face increased compliance costs and limitations on our ability to pursue certain business opportunities and provide certain products and services. As some of the banking laws and regulations have been recently adopted, the manner in which those laws and related regulations are applied to the operations of financial institutions is still evolving. Moreover, to the extent these recently adopted regulations are implemented inconsistently in the various jurisdictions in which we operate, it may face higher compliance costs. No assurance can be given generally that laws or regulations will be adopted, enforced or interpreted in a manner that will not have a material adverse effect on our business and results of operations.

 

Modifications to reserve requirements may affect our business.

 

Deposits are subject to a reserve requirement of 9.0% for demand deposits and 3.6% for time deposits (with terms of less than one year). The Central Bank has statutory authority to require banks to maintain reserves of up to an average of 40.0% for demand deposits and up to 20.0% for time deposits (irrespective, in each case, of the currency in which these deposits are denominated) to implement monetary policy. In addition, to the extent that the aggregate amount of the following types of liabilities exceeds 2.5 times the amount of a bank’s regulatory capital, a bank must maintain a 100% “technical reserve” against them: demand deposits, deposits in checking accounts, obligations payable on sight incurred in the ordinary course of business and, in general, all deposits unconditionally payable immediately. If the Central Bank were to increase reserve requirements, this could lead to lower loan growth and have a negative effect on our business.

 

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Our business could be affected if its capital is not managed effectively or if changes limiting our ability to manage our capital position are adopted.

 

Effective management of our capital position is important to our ability to operate our business, to continue to grow organically and to pursue our business strategy. However, in response to the global financial crisis, a number of changes to the regulatory capital framework have been adopted or continue to be considered. As these and other changes are implemented or future changes are considered or adopted that limit our ability to manage our balance sheet and capital resources effectively or to access funding on commercially acceptable terms, we may experience a material adverse effect on our financial condition and regulatory capital position.

 

The legal restrictions on the exposure of Chilean pension funds to different asset classes may affect our access to funding.

 

Chilean regulations impose a series of restrictions on how Chilean pension fund management companies (Administradora de Fondos de Pensión, or “AFPs”) may allocate their assets. In the particular case of financial issuers’ there are three restrictions, each involving different assets and different limits determined by the amount of assets in each fund and the market and book value of the issuer’s equity. As a consequence, limits vary within funds of AFPs and issuers. As of December 31, 2015, the AFP system had US$3,630 million invested in the Bank via equity, deposits and fixed income. According to the latest information published in December 2015, the AFPs still had the possibility of being able to invest another US$11,066 million in the Bank. If the exposure of any AFP to Santander-Chile exceeds the regulatory limits, 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 financial condition and results of operations.

 

Our financial statements are based in part on assumptions and estimates which, if inaccurate, could cause material misstatement of the results of our operations and financial position.

 

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates. Estimates, judgments and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The accounting policies deemed critical to our results and financial position, based upon materiality and significant judgments and estimates, include impairment of loans and advances, goodwill impairment, valuation of financial instruments, impairment of available-for-sale financial assets, deferred tax assets and provision for liabilities.

 

The valuation of financial instruments measured at fair value can be subjective, in particular where models are used which include unobservable inputs. Given the uncertainty and subjectivity associated with valuing such instruments it is possible that the results of our operations and financial position could be materially misstated if the estimates and assumptions used prove to be inaccurate.

 

If the judgment, estimates and assumptions we use in preparing our consolidated financial statements are subsequently found to be incorrect, there could be a material effect on our results of operations and a corresponding effect on our funding requirements and capital ratios.

 

Changes in accounting standards could impact reported earnings.

 

The accounting standard setters and other regulatory bodies periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements.

 

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The preparation of our tax returns requires the use of estimates and interpretations of complex tax laws and regulations and is subject to review by taxing authorities.

 

We are subject to the income tax laws of Chile and certain foreign countries. These tax laws are complex and subject to different interpretations by the taxpayer and relevant governmental taxing authorities, which are sometimes subject to prolonged evaluation periods until a final resolution is reached. In establishing a provision for income tax expense and filing returns, we must make judgments and interpretations about the application of these inherently complex tax laws.

 

If the judgment, estimates and assumptions we use in preparing our tax returns are subsequently found to be incorrect, there could be a material adverse effect on our results of operations.

 

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.

 

Disclosure controls and procedures over financial reporting are designed to provide reasonably assurance that information required to be disclosed by the company in reports filed or submitted under the Securities Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Any disclosure controls and procedures over financial reporting or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

These disclosure controls and procedures have inherent limitations, which include the possibility that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by any unauthorized override of the controls. Consequently, our businesses are exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter employee misconduct and the precautions we take to prevent and detect this activity may not always be effective. Accordingly, because of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

 

We engage in transactions with related parties that we believe are on an arm’s-length basis but others may use different criteria for determining that a transaction is at arm’s-length.

 

We and our affiliates have entered into a number of services agreements pursuant to which we render services, such as administrative, accounting, finance, treasury, legal services and others.

 

Chilean law applicable to public companies and financial groups and institutions and our bylaws provide for several procedures designed to ensure that the transactions entered into with or among our financial subsidiaries and/or affiliates do not deviate from prevailing market conditions for those types of transactions, including the requirement that our board of directors approve such transactions. Furthermore, all significant related party transactions must be approved by the Audit Committee and the Board. These significant transactions are also reported in our annual shareholders meeting. Please see note 34 of our Audited Consolidated Financial Statements and “Item 7. Major Shareholders and Related Party Transactions.”

 

We are likely to continue to engage in transactions with our affiliates. Future conflicts of interests between us and any of affiliates, or among our affiliates, may arise, which conflicts are not required to be and may not be resolved in our favor.

 

Operational risks, including risks relating to data collection, processing and storage systems and security are inherent in our business.

 

Like other financial institutions with a large customer base, we manage and hold confidential personal information of customers in the conduct of our banking operations, as well as a large number of assets. Accordingly, our businesses depend on the ability to process a large number of transactions efficiently and accurately, and on our ability to rely on our digital technologies, computer and email services, software and networks, as well as on the secure processing, storage and transmission of confidential and other information in our

 

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computer systems and networks. The proper functioning of financial control, accounting or other data collection and processing systems is critical to our businesses and to our ability to compete effectively. Losses can result from inadequate personnel, inadequate or failed internal control processes and systems, or from external events that interrupt normal business operations. We also face the risk that the design of our controls and procedures prove to be inadequate or are circumvented. Although we work with our clients, vendors, service providers, counterparties and other third parties to develop secure transmission capabilities and prevent against information security risk and cyber-attacks, we routinely exchange personal, confidential and proprietary information by electronic means, and we may be the target of attempted cyber-attacks. If we cannot maintain an effective data collection, management and processing system, we may be materially and adversely affected.

 

We take protective measures and continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption, but our systems, software and networks nevertheless may be vulnerable to unauthorized access, misuse, computer viruses or other malicious code and other events that could have a security impact. An interception, misuse or mishandling of personal, confidential or proprietary information sent to or received from a client, vendor, service provider, counterparty or third party could result in legal liability, regulatory action and reputational harm. There can be no assurance that we will not suffer material losses from operational risk in the future, including those relating to cyber-attacks or other such security breaches. Further, as cyber-attacks continue to evolve, we may incur significant costs in its attempt to modify or enhance our protective measures or investigate or remediate any vulnerability. Any material disruption or slowdown of our systems could cause information, including data related to customer requests, to be lost or to be delivered to our clients with delays or errors, which could reduce demand for our services and products and could materially and adversely affect us.

 

We have seen in recent years computer systems of companies and organizations being targeted, not only by cyber criminals, but also by activists and rogue states. We have been and continue to be subject to a range of cyber-attacks, such as denial of service, malware and phishing. Cyber-attacks could give rise to the loss of significant amounts of customer data and other sensitive information, as well as significant levels of liquid assets (including cash). In addition, cyber-attacks could give rise to the disablement of our information technology systems used to service our customers. As attempted attacks continue to evolve in scope and sophistication, we may incur significant costs in our attempt to modify or enhance our protective measures against such attacks, or to investigate or remediate any vulnerability or resulting breach, or in communicating cyber-attacks to our customers. If we fail to effectively manage our cyber security risk, e.g. by failing to update our systems and processes in response to new threats, this could harm our reputation and adversely affect our operating results, financial condition and prospects through the payment of customer compensation, regulatory penalties and fines and/or through the loss of assets. In addition, we may also be subject to cyber-attacks against the critical infrastructure of Chile. Our information technology systems are dependent on such national critical infrastructure and any cyber-attack against such critical infrastructure could negatively affect our ability to service our customers. As we do not operate such national critical infrastructure, we have limited ability to protect our information technology systems from the adverse effects of such a cyber-attack.

 

We manage and hold confidential personal information of customers in the conduct of our banking operations. Although we have procedures and controls to safeguard personal information in our possession, unauthorized disclosures could subject us to legal actions and administrative sanctions as well as damages that could materially and adversely affect our results of operations, financial condition and prospects.

 

In addition, our businesses are exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter or prevent employee misconduct, and the precautions we take to prevent and detect this activity may not always be effective. In addition, we may be required to report events related to information security issues (including any cyber security issues), events where customer information may be compromised, unauthorized access and other security breaches, to the regulatory authorities.

 

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Any failure to effectively improve or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us.

 

Our ability to remain competitive depends in part on our ability to upgrade our information technology on a timely and cost-effective basis. We must continually make significant investments and improvements in our information technology infrastructure in order to remain competitive. We cannot assure you that in the future we will be able to maintain the level of capital expenditures necessary to support the improvement or upgrading of our information technology infrastructure. Any failure to effectively improve or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us.

 

We rely on third parties for important products and services.

 

Third party vendors provide key components of our business infrastructure such as loan and deposit servicing systems, internet connections and network access. Third parties can be sources of operational risk to us, including with respect to security breaches affecting such parties. We are also subject to risk with respect to security breaches affecting the vendors and other parties that interact with our third party vendors. As our interconnectivity with these third parties increases, we increasingly face the risk of operational failure with respect to their systems. We may be required to take steps to protect the integrity of our operational systems, thereby increasing our operational costs and potentially decreasing customer satisfaction. Any problems caused by these third parties, including as a result of their not providing us their services for any reason, their performing their services poorly or employee misconduct, could adversely affect our ability to deliver products and services to customers and otherwise to conduct business. Replacing these third party vendors could also entail significant delays and expense.

 

Damage to our reputation could cause harm to our business prospects.

 

Maintaining a positive reputation is critical to our attracting and maintaining customers, investors and employees. Damage to our reputation can therefore cause significant harm to our business and prospects. Harm to our reputation can arise from numerous sources, including, among others, employee misconduct, litigation or regulatory outcomes, failure to deliver minimum standards of service and quality, compliance failures, unethical behavior, and the activities of customers and counterparties. Further, negative publicity regarding us, whether or not true, may result in harm to our prospects.

 

Actions by the financial services industry generally or by certain members of, or individuals in, the industry can also affect our reputation. For example, the role played by financial services firms in the financial crisis and the seeming shift toward increasing regulatory supervision and enforcement has caused public perception of us and others in the financial services industry to decline.

 

We could suffer significant reputational harm if we fail to properly identify and manage potential conflicts of interest. Management of potential conflicts of interest has become increasingly complex as we expand our business activities through more numerous transactions, obligations and interests with and among our clients. The failure to adequately address or the perceived failure to adequately address, conflicts of interest could affect the willingness of clients to deal with us, or give rise to litigation or enforcement actions against us. Therefore, there can be no assurance that conflicts of interest will not arise in the future that could cause material harm to us.

 

We rely on recruiting, retaining and developing appropriate senior management and skilled personnel.

 

Our continued success depends in part on the continued service of key members of our management team. The ability to continue to attract, train, motivate and retain highly qualified professionals is a key element of our strategy. The successful implementation of our growth strategy depends on the availability of skilled management, both at our head office and at each of our business units. If we or one of our business units or other functions fails to staff its operations appropriately or loses one or more of its key senior executives and fails to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including control and operational risks, may be adversely affected.

 

In addition, the financial industry has and may continue to experience more stringent regulation of employee compensation, which could have an adverse effect on our ability to hire or retain the most qualified employees. If we fail or are unable to attract and appropriately train, motivate and retain qualified professionals, our business may also be adversely affected.

 

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We may not be able to detect or prevent money laundering and other financial crime activities fully or on a timely basis, which could expose us to additional liability and could have a material adverse effect on us.

 

We are required to comply with applicable anti-money laundering (“AML”), anti-terrorism, sanctions and other laws and regulations in the jurisdictions in which we operate. These laws and regulations require us, among other things, to conduct full customer due diligence regarding sanctions and politically-exposed person screening, keep our customer, account and transaction information up to date and have implemented effective financial crime policies and procedures detailing what is required from those responsible. Our requirements also include AML training for our employees, reporting suspicious transactions and activity to appropriate law enforcement following full investigation by our AML team.

 

Financial crime has become the subject of enhanced regulatory scrutiny and supervision by regulators globally. AML sanctions, laws and regulations are increasingly complex and detailed and have become the subject of enhanced regulatory supervision, requiring improved systems, sophisticated monitoring and skilled compliance personnel.

 

We have developed policies and procedures aimed at detecting and preventing the use of our banking network for money laundering and other financial crime related activities. These require implementation and embedding within our business effective controls and monitoring, which in turn requires on-going changes to systems and operational activities. Financial crime is continually evolving and subject to increasingly stringent regulatory oversight and focus. This requires proactive and adaptable responses from us so that we are able to effectively deter threats and criminality. Even known threats can never be fully eliminated, and there will be instances where we may be used by other parties to engage in money laundering and other illegal or improper activities. In addition, we rely heavily on our employees to assist us by spotting such activities and reporting them, and our employees have varying degrees of experience in recognizing criminal tactics and understanding the level of sophistication of criminal organizations. Where we outsource any of our customer due diligence, customer screening or anti financial crime operations, we remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight, there remains a risk of regulatory breach.

 

If we are unable to fully comply with applicable laws, regulations and expectations, our regulators and relevant law enforcement agencies have the ability and authority to impose significant fines and other penalties on us, including requiring a complete review of our business systems, day-to-day supervision by external consultants and ultimately the revocation of our banking license.

 

The reputational damage to our business and global brand would be severe if we were found to have breached AML or sanctions requirements. Our reputation could also suffer if we are unable to protect our customers or our business from being used by criminals for illegal or improper purposes.

 

In addition, while we review our relevant counterparties’ internal policies and procedures with respect to such matters, we, to a large degree, rely upon our relevant counterparties to maintain and properly apply their own appropriate anti-money laundering procedures. Such measures, procedures and compliance may not be completely effective in preventing third parties from using our (and our relevant counterparties’) services as a conduit for money laundering (including illegal cash operations) without our (and our relevant counterparties’) knowledge. If we are associated with, or even accused of being associated with, or become a party to, money laundering, then our reputation could suffer and/or we could become subject to fines, sanctions and/or legal enforcement (including being added to any “black lists” that would prohibit certain parties from engaging in transactions with us), any one of which could have a material adverse effect on our operating results, financial condition and prospects.

 

Any such risks could have a material adverse effect on our operating results, financial condition and prospects.

 

We are exposed to risk of loss from legal and regulatory proceedings.

 

We face risk of loss from legal and regulatory proceedings, including tax proceedings, that could subject us to monetary judgments, regulatory enforcement actions, fines and penalties. The current regulatory environment in the jurisdictions in which we operate reflects an increased supervisory focus on enforcement, combined with uncertainty about the evolution of the regulatory regime, and may lead to material operational and compliance costs.

 

We are from time to time subject to certain claims and party to certain legal proceedings incidental to the normal course of our business, including in connection with conflicts of interest, lending activities, relationships

 

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with our employees and other commercial or tax matters. In view of the inherent difficulty of predicting the outcome of legal matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in the early stages of discovery, we cannot state with confidence what the eventual outcome of these pending matters will be or what the eventual loss, fines or penalties related to each pending matter may be. We believe that we have made adequate reserves related to the costs anticipated to be incurred in connection with these various claims and legal proceedings. See note 20 of our Audited Consolidated Financial Statements. However, the amount of these provisions is substantially less than the total amount of the claims asserted against us and in light of the uncertainties involved in such claims and proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves currently accrued by us. As a result, the outcome of a particular matter may be material to our operating results for a particular period, depending upon, among other factors, the size of the loss or liability imposed and our level of income for that period.

 

We are subject to market, operational and other related risks associated with our derivative transactions that could have a material adverse effect on us.

 

We enter into derivative transactions for trading purposes as well as for hedging purposes. We are subject to market, credit and operational risks associated with these transactions, including basis risk (the risk of loss associated with variations in the spread between the asset yield and the funding and/or hedge cost) and credit or default risk (the risk of insolvency or other inability of the counterparty to a particular transaction to perform its obligations thereunder, including providing sufficient collateral).

 

Market practices and documentation for derivative transactions in Chile 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 depend on our ability to maintain adequate control and administration systems and to hire and retain qualified personnel. Moreover, our ability to adequately monitor, analyze and report derivative transactions continues to depend, to a great extent, on our information technology systems. This factor further increases the risks associated with these transactions and could have a material adverse effect on us.

 

We are subject to counterparty risk in our banking business.

 

We are exposed to counterparty risk in addition to credit risks associated with lending activities. Counterparty risk may arise from, for example, investing in securities of third parties, entering into derivative contracts under which counterparties have obligations to make payments to us or executing securities, futures, currency or commodity trades from proprietary trading activities that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, clearing houses or other financial intermediaries.

 

We routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual funds, hedge funds and other institutional clients. Defaults by, and even rumors or questions about the solvency of, certain financial institutions and the financial services industry generally have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. Many of the routine transactions we enter into expose us to significant credit risk in the event of default by one of our significant counterparties.

 

Our loan and investment portfolios are subject to risk of prepayment, which could have a material adverse effect on us.

 

Our fixed rate 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 could have a material adverse effect on us. We would also be required to amortize net premiums into income over a shorter period of time, thereby reducing the corresponding asset yield and net interest income. Prepayment risk also has a significant adverse impact on credit card and collateralized mortgage loans, since prepayments could shorten the weighted average life of these assets, which may result in a mismatch in our funding obligations and reinvestment at lower yields. Prepayment risk is inherent to our commercial activity and an increase in prepayments could have a material adverse effect on us.

 

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Current economic conditions may make it more difficult for us to continue funding our business on favorable terms with institutional investors.

 

Large-denominations of funding from 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. As of December 31, 2015 short-term funding from institutional investors totaled US$ 3.0 billion or 6.1% of total liabilities and equity. The liquidity crisis triggered by the U.S. subprime market impacted global markets and affected sources of funding, including time deposits. Although our results of operations and financial position have not suffered a significant impact as a consequence of the recent credit market instability in the U.S., future market instability in the U.S. or in European markets, specifically the Spanish market, may negatively affect our ability to continue funding our business or maintain our current levels of funding without incurring higher funding costs or having to liquidate certain assets.

 

If we are unable to manage the growth of our operations, this could have an adverse impact on our profitability.

 

We allocate management and planning resources to develop strategic plans for organic growth, and to identify possible acquisitions and disposals and areas for restructuring our businesses. From time to time, we evaluate acquisition and partnership opportunities that we believe offer additional value to our shareholders and are consistent with our business strategy. However, we may not be able to identify suitable acquisition or partnership candidates, and our ability to benefit from any such acquisitions and partnerships will depend in part on our successful integration of those businesses. Any such integration entails significant risks such as unforeseen difficulties in integrating operations and systems and unexpected liabilities or contingencies relating to the acquired businesses, including legal claims. We can give no assurances that our expectations with regards to integration and synergies will materialize. We also cannot provide assurance that we will, in all cases, be able to manage our growth effectively or deliver our strategic growth objectives. Challenges that may result from our strategic growth decisions include our ability to:

 

·manage efficiently the operations and employees of expanding businesses;

 

·maintain or grow our existing customer base;

 

·assess the value, strengths and weaknesses of investment or acquisition candidates, including local regulation that can reduce or eliminate expected synergies;

 

·finance strategic investments or acquisitions;

 

·fully integrate strategic investments, or newly-established entities or acquisitions in line with its strategy;

 

·align our current information technology systems adequately with those of an enlarged group;

 

·apply our risk management policy effectively to an enlarged group; and

 

·manage a growing number of entities without over-committing management or losing key personnel.

 

Any failure to manage growth effectively, including relating to any or all of the above challenges associated with our growth plans, could have a material adverse effect on our operating results, financial condition and prospects.

 

In addition, any acquisition or venture could result in the loss of key employees and inconsistencies in standards, controls, procedures and policies.

 

Moreover, the success of the acquisition or venture will at least in part be subject to a number of political, economic and other factors that are beyond our control. Any of these factors, individually or collectively, could have a material adverse effect on us.

 

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Risks Relating to Chile

 

Portions of our loan portfolio are subject to risks relating to force majeure events and any such event could materially adversely affect our operating results.

 

Chile lies on the Nazca tectonic plate, making it one of the world’s most seismically active regions. Our financial and operating performance may be adversely affected by force majeure events, such as natural disasters, particularly in locations where a significant portion of our loan portfolio is composed of real estate loans. Natural disasters such as earthquakes and floods may cause widespread damage which could impair the asset quality of our loan portfolio and could have an adverse impact on the economy of the affected region.

 

Changes in taxes, including the corporate tax rate, in Chile may have an adverse effect on us and our clients.

 

The Chilean Government enacted in 2014 and again in 2015 a reform to the tax and other assessment regimes to which we are subject in order to finance greater expenditure in education. The most important changes approved were:

 

1.A corporation such as Banco Santander Chile with a majority of shareholders that are incorporated entities is obliged to adhere to the sistema integrado parcial (SIP or partially integrated tax system). The statutory tax rate will rise to 25.5% in 2016 and 27% in 2017 and onward, with personal taxes paid on a dividend basis, therefore retaining some benefits for shareholders of companies that reinvest profits.

 

2.The Taxable Profits Fund (FUT), a mechanism that gives shareholders tax exemptions on reinvested profits, will be eliminated in fiscal 2018.

 

3.Decree-Law 600, which gives foreign investors certain tax and other guarantees, will be replaced by a new law, yet to be designed.

 

4.The maximum personal income tax rate will be reduced from 40% to 35%, starting in 2018.

 

5.An increase in stamp tax from 0.45% to 0.8% in 2016.

 

6.Lowering of VAT exemption for construction of houses up to 2,000 UF to 225 UF per dwelling.

 

7.Charge VAT tax on real estate transactions beginning in 2016. VAT tax is 20% in Chile.

 

8.Extension of certain tax benefits and simplified accounting for companies with annual sales lower than 50,000 UF.

 

9.Withholding tax on dividends paid to ADR holders remains unchanged at 35% with the statutory corporate tax rate paid by the company still available as credit to the withholding tax.

 

We cannot predict at this time if these reforms will have a material impact on our business or clients or if further tax reforms will be implemented in the future. Banco Santander Chile’s effective corporate tax rate should rise in the future, which may have an adverse impact on our results of operations. Please see “Item 10-Additional information-E. Taxation” for more information regarding the impacts of this tax reform on ADR holders. This may have an adverse effect on the growth rate of mortgage loans and could slow down the rate of economic growth if tax receipts are not spent efficiently or for their intended purposes.

 

Our growth, asset quality and profitability may be adversely affected by macroeconomic and political conditions in Chile.

 

A substantial amount of our loans is to borrowers doing business in Chile. Chile’s economy has experienced significant volatility in recent decades, characterized, in some cases, by slow or regressive growth, declining investment and hyperinflation. This volatility resulted in fluctuations in the levels of deposits and in the relative economic strength of various segments of the economies to which we lend. The Chilean economy may not continue to grow at similar rates as in the past or future developments may negatively affect Chile’s overall levels of economic activity.

 

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Negative and fluctuating economic conditions, such as slowing or negative growth and a changing interest rate and inflationary environment, impact our profitability by causing lending margins to decrease and credit quality to decline and leading to decreased demand for higher margin products and services. Negative and fluctuating economic conditions in Chile could also result in government defaults on public debt. This could affect us in two ways: directly, through portfolio losses, and indirectly, through instabilities that a default in public debt could cause to the banking system as a whole, particularly since commercial banks’ exposure to government debt is high in Chile.

 

In addition, our revenues are subject to risk of loss from unfavorable political and diplomatic developments, social instability, and changes in governmental policies, including expropriation, nationalization, international ownership legislation, interest-rate caps and tax policies.

 

No assurance can be given that our growth, asset quality and profitability will not be adversely affected by volatile macroeconomic and political conditions in Chile.

 

Developments in other countries may affect us, including the prices for our securities.

 

The prices of securities issued by Chilean companies, including banks, are influenced to varying degrees by economic and market considerations in other countries. We cannot assure you that future developments in or affecting the Chilean economy, including consequences of economic difficulties in other markets, will not materially and adversely affect our business, financial condition or results of operations.

 

We are exposed to risks related to the weakness and volatility of the economic and political situation in Asia, the United States, Europe (including Spain, where Santander Spain, our controlling shareholder, is based), Brazil, Argentina and other nations. Even though the world economy and the financial and capital markets have been recovering from the 2008 crisis throughout 2010 and early 2011, the conditions of the global markets again deteriorated in 2011 and continued through 2012. European countries encountered serious fiscal problems, including high debt levels that impaired growth and increased the risk of sovereign default. Also in 2011, the United States faced fiscal difficulties, which culminated in the downgrade of the U.S. long-term sovereign credit rating by S&P. Ongoing political debates in 2012 with respect to how the United States government would address the so-called “fiscal cliff” contributed to economic uncertainty. In 2012, spillovers from the crisis in Europe weighed negatively on activity and confidence and the global recovery slowed. In 2013, a general recovery was observed in the Eurozone and US economies. Although economic conditions in Europe and the United States may differ significantly from economic conditions in Chile, investors’ reactions to developments in these other countries may have an adverse effect on the market value of securities of Chilean issuers. In particular, investor perceptions of the risks associated with our securities may be affected by perception of risk conditions in Spain.

 

If these nations’ economic conditions deteriorate, the economy in Chile, as both a neighboring country and a trading partner, could also be affected and could experience slower growth than in recent years, with possible adverse impact on our borrowers and counterparties. If this were to occur, we would potentially need to increase our allowances for loan losses, thus affecting our financial results, our results of operations and the price of our securities. As of December 31, 2015, approximately 4.3% of our assets were held abroad. There can be no assurance that the ongoing effects of the global financial crisis will not negatively impact growth, consumption, unemployment, investment and the price of exports in Chile. Crises and political uncertainties in other Latin American countries could also have an adverse effect on Chile, the price of our securities or our business.

 

Chile has considerable economic ties with China. In 2015, 26.3% of Chile’s exports went to China, mainly copper. China’s economy has grown at a strong pace in recent times, but a slowdown in economic activity in China may affect Chile’s GDP and export growth as well as the price of copper, which is Chile’s main export.

 

Chile is also involved in an international litigation with Bolivia regarding maritime borders. We cannot assure you that crises and political uncertainty in other Latin American countries will not have an adverse effect on Chile, the price of our securities or our business.

 

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Fluctuations in the rate of inflation may affect our results of operations.

 

High levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on our business, financial condition and results of operations. Extended periods of deflation could also have an adverse effect on our business, financial condition and results of operations. In 2009, Chile experienced deflation of 1.4% as the global economy contracted. In 2015, CPI inflation was 4.4% compared to 4.7% in 2014.

 

Our assets and liabilities are denominated in Chilean pesos, UF and foreign currencies. The UF is revalued in monthly cycles. On each day in the period beginning on the tenth day of any given 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 during the prior calendar month. For more information regarding the UF, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Impact of Inflation.” Although we benefit from inflation in Chile due to the current structure of our assets and liabilities (i.e., a significant portion of our loans are indexed to the inflation rate, but there are no corresponding features in deposits, or other funding sources that would increase the size of our funding base), there can be no assurance that our business, financial condition and result of operations in the future will not be adversely affected by changing levels of inflation, including from extended periods of inflation that adversely affect economic growth or periods of deflation.

 

Any change in the methodology of how the CPI index or the UF is calculated could also adversely affect our business, financial condition and results of operations.

 

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

 

Any future changes in the value of the Chilean peso against the U.S. dollar will affect the U.S. dollar value of our securities. The Chilean peso has been subject to large devaluations and appreciations in the past and could be subject to significant fluctuations in the future. Our results of operations may be affected by fluctuations in the exchange rates between the peso and the dollar despite our policy and Chilean regulations relating to the general avoidance of material exchange rate exposure. In order to avoid material exchange rate exposure, we enter into forward exchange transactions. The following table shows the value of the Chilean peso relative to the U.S. dollar as reported by the Central Bank at year end for the last five years and the devaluation or appreciation of the peso relative to the U.S. dollar in each of those years.

 

Year  Exchange rate (Ch$) at year end  Devaluation (Appreciation) (%)
 2011    521.46    11.3 
 2012    478.60    (8.2)
 2013    523.76    9.4 
 2014    607.38    16.0 
 2015    707.34    16.5 
 2016 (until April 28, 2016)     668.49    5.5 

Source: Central Bank.

 

We may decide to change our policy regarding exchange rate exposure. Regulations that limit such exposures may also be amended or eliminated. Greater exchange rate risk will increase our exposure to the devaluation of the peso, and any such devaluation may impair our capacity to service 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 exposures, the economic policies of the Chilean government and any future fluctuations of the peso against the dollar could affect our financial condition and results of operations.

 

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Banking regulations and other regulatory factors 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 with regard to certain matters, including reserve requirements, interest rates, foreign exchange mismatches and market risks. 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 banking sector and financial institutions are continually evolving and changing. These new reforms could result in increased competition in the industry and thus may have a material adverse effect on our financial condition and results of operations.

 

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, novel regulatory proposals 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. Changes in regulations may also cause us to face increased compliance costs. As some of the banking laws and regulations have been recently adopted, the manner in which those laws and related regulations are applied to the operations of financial institutions is still evolving. Moreover, to the extent these recently adopted regulations are implemented inconsistently in the various jurisdictions in which we operate, it may face higher compliance costs. No assurance can be given generally that laws or regulations will be adopted, enforced or interpreted in a manner that will not have a material adverse effect on our business and results of operations.

 

In addition, extensive legislation affecting the financial services industry has recently been adopted in regions that directly or indirectly affect our business, including Spain, the United States and the European Union and other jurisdictions, and regulations are in the process of being implemented.

 

Pursuant to the General Banking Law, all Chilean banks may, subject to the approval of the SBIF, engage in certain businesses other than 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. The General Banking Law also applies to the Chilean banking system 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. There can be no assurance that regulators will not in the future impose more restrictive limitations on the activities of banks, including us. Any such change could have a material adverse effect on our financial condition or results of operations.

 

Historically, Chilean banks have not paid interest on amounts deposited in 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 financial condition or results of operations.

 

On November 20, 2013, the Chilean Congress approved new legislation to reduce the maximum rates that can be charged on loans. This new legislation is aimed at loans of less than UF 200 (U.S.$7,241) and with a term of more than 90 days, and thus includes consumer loans in installments, lines of credit and credit card lines. Previously, the maximum interest rate for loans of less than UF 200 and with a term of more than 90 days was calculated as the average rate of all transactions undertaken within the banking industry over the previous month of loans of less than UF 200 and with a term of more than 90 days, multiplied by a factor of 1.5. The average and maximum rates are published daily by the SBIF. On December 13, 2013, the SBIF published the new maximum rates for loans between UF 0 and UF 50 (US$1,810). The new maximum rate was 47.91%, compared to 53.85% as of September 30, 2013. The objective is to lower the maximum rate to a level closer to the average interest rate for loans between UF 200 (US$7,241) to UF 5,000 (US$181,047) plus 21%, unless the flow of new loans in the industry decreases by 10%-20%, in which case the reduction will be partially or completely suspended until the next period. As of December 31, 2014, the maximum rate for loans between UF 0 and UF 50 (US$1,810) was 38.63%. By year-end 2015 the maximum rate was 36.66%, close to the level the authorities are seeking for loans of this size.

 

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On December 13, 2013, the SBIF published the new maximum rates for loans between UF 50 (US$1,810) and UF 200 (US$7,241). The new maximum rate was 45.91%, compared to 53.85% as of September 30, 2013. The objective is to lower the maximum rate to a level closer to the average interest rate for loans between UF 200 (US$7,241) to UF 5,000 (US$181,047) plus 14%, unless the flow of new loans in the industry decreases by 10%-20%, in which case the reduction will be partially or completely suspended until the next period. As of December 31, 2014, the maximum rate for loans between UF 50 and UF 200 (US$7,241) was 36.63%. By year-end 2015 the maximum rate was 36.66%, close to the level the authorities are seeking for loans of this size.

 

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 products 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 government is currently discussing with the Chilean Congress a bill to again reform the SERNAC Financiero and its powers. No assurance can be given that these changes will not have a material impact on our fee income.

 

The SBIF and the Ministry of Finance are currently drafting a new General Banking Law that is expected to be submitted to the Chilean Congress in 2016. Among other things, the new banking law is expected to include clearer guidelines for the adoption of Basel III regulations in Chile and new regulations regarding the SBIF’s corporate governance. Although we currently have a regulatory capital ratio of 13.4% as of December 31, 2015, this change could require us to inject additional capital to our business in the future. According to initial estimates of the impact of market risk on regulatory capital, published for informational purposes only by the SBIF, our ratio of regulatory capital to risk-weighted assets, net of loan loss allowance and deductions, including an initial estimate of the adjustments for market risk was 12.0% as of December 31, 2015. No assurance can be given that these changes will not have a material impact on our capitalization ratio.

 

A change in labor laws in Chile or a worsening of labor relations in the Bank could impact our business.

 

As of December 31, 2015 on a consolidated basis, we had 11,723 employees, of which 71.3% were unionized. In March 2014, a new collective bargaining agreement was signed with the main unions, which became effective on January 1, 2014, and which will expire on December 31, 2018. We generally apply the terms of our collective bargaining agreement to unionized and non-unionized employees. We have traditionally had 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 materially and adversely affect our business, financial condition or results of operations.

 

Congress passed a new labor law in 2016. The main points included in this law are:

 

·Expands the scope of collective bargaining. Currently some groups of workers are excluded from the collective bargaining process.

 

·Legalizes industry-wide unions.

 

·Gives union has sole collective bargaining rights. The ability of non-union groups to negotiate a collective bargaining agreement is eliminated.

 

·Expands workers ability to switch unions and gives workers the same rights under a collective bargaining agreement if they affiliate themselves post-negotiations.

 

·Expand the right to greater information of unions including the wages of each worker included in a collective bargaining agreement.

 

·Simplifies the standard collective bargaining process.

 

·Collective bargaining agreements must last maximum three years instead of four.

 

·Eliminate the ability of the employer to replace workers on strike and establishes minimum service guidelines that workers must respect.

 

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·Establishes the current collective bargaining agreement as the bargaining floor for future collective bargaining agreements.

 

·Amplifies the matters that can be negotiated in collective bargaining.

 

·Greater hours for training of union representatives.

 

·Strengthen the participation of women in unions.

 

The Bank currently has a high unionization level and good labor relations. At this time, we are unable to estimate the impact these new regulations will have on labor relations and costs. The current project may also suffer additional modification will being discussed in Congress.

 

These and any additional legislative or regulatory actions in Chile, Spain, the European Union, the United States or other countries, and any required changes to our business operations resulting from such legislation and regulations, could result in reduced capital availability, significant loss of revenue, limit our ability to continue organic growth (including increased lending), pursue business opportunities in which we might otherwise consider engaging and provide certain products and services, affect the value of assets that we hold, require us to increase our prices and therefore reduce demand for our products, impose additional costs on us or otherwise adversely affect our businesses. Accordingly, we cannot provide assurance that any such new legislation or regulations would not have an adverse effect on our business, results of operations or financial condition in the future.

 

Our corporate disclosure may differ from disclosure regularly published by issuers of securities in other countries, including the United States.

 

Issuers of securities in Chile are required to make public disclosures that are different from, and that may be reported under presentations that are not consistent with, disclosures required in the United States and other countries. In particular, as a Chilean regulated financial institution, we are required to submit to the SBIF on a monthly basis unaudited consolidated balance sheets and income statements, excluding any note disclosure, prepared in accordance with Chilean Bank GAAP and the rules of the SBIF. This disclosure differs in a number of significant respects from generally accepted accounting principles in the United States and information generally available in the United States with respect to U.S. financial institutions. In addition, as a foreign private issuer, we are not subject to the same disclosure requirements in the United States as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports, or the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules under Section 16 of the Exchange Act. Accordingly, the information about us available to you will not be the same as the information available to shareholders of a U.S. company and may be reported in a manner that you are not familiar with.

 

Chile imposes controls on foreign investment and repatriation of investments that may affect your 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 eliminated the regulations that affected foreign investors, except that investors are still required to provide the Central Bank with information relating to equity investments and conduct such operations within Chile’s Formal Exchange Market. The ADSs are subject to a contract, dated May 17, 1994, among the Depositary, us and the Central Bank (the “Foreign Investment Contract”) that remains in full force and effect. The ADSs continue to be governed by the provisions of the Foreign Investment Contract subject to the regulations in existence prior to April 2001. The Foreign Investment Contract grants the Depositary and the holders of the ADSs access to the Formal Exchange Market, which permits the Depositary to remit dividends it receives from us to the holders of the ADSs. The Foreign Investment Contract also permits ADS holders to repatriate the proceeds from the sale of shares of our common stock withdrawn from the ADR facility, or that have been received free of payment as a consequence of spin offs, mergers, capital increases, wind ups, share dividends or preemptive rights transfers, enabling them to acquire the foreign currency necessary to repatriate earnings from such investments. Pursuant to Chilean law, the Foreign Investment Contract cannot be amended unilaterally by the Central Bank, and there are judicial precedents (although not binding with respect to future judicial decisions) indicating that contracts of this type may not be abrogated by future legislative changes or resolutions of the Advisory Council of the Central Bank. Holders of shares of our common stock, except for shares of our common stock withdrawn from the ADS facility or

 

34 

 

received in the manner described above, are not entitled to the benefits of the Foreign Investment Contract, may not have access to the Formal Exchange Market, and may have restrictions on their ability to repatriate investments in shares of our common stock and earnings therefrom.

 

Holders 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 paid net of foreign currency exchange fees and expenses of the Depositary and will be subject to Chilean withholding tax, currently imposed at a rate of 35.0% (subject to credits in certain cases). If for any reason, including changes in Chilean law, the Depositary were unable to convert Chilean pesos to U.S. dollars, investors would receive dividends and other distributions, if any, in Chilean pesos.

 

We cannot assure you that 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 will not be imposed in the future, nor can we advise you as to the duration or impact of such restrictions if imposed.

 

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

 

We are a Chilean corporation. None of our directors are residents of the United States and most of our executive officers reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors and executive officers are located outside the United States. Although we have appointed an agent for service of process in any action against us in the United States with respect to our ADSs, none of our directors, officers or controlling persons has consented to service of process in the United States or to the jurisdiction of any United States court. As a result, it may be difficult for investors to effect service of process within the United States on such persons.

 

It may also be difficult for ADS holders to enforce in the United States or in Chilean courts money judgments obtained in United States courts against us or our directors and executive officers based on civil liability provisions of the U.S. federal securities laws. If a U.S. court grants a final money judgment in an action based on the civil liability provisions of the federal securities laws of the United States, enforceability of this money 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 currently in force, and consequently, subject to the satisfaction of certain factors. The most important of these factors are the existence of reciprocity, the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances and the Chilean courts’ determination that the U.S. courts had jurisdiction, that process was appropriately served on the defendant and that enforcement would not violate Chilean public policy. Failure to satisfy any of such requirements may result in non-enforcement of your rights.

 

Risks Relating to Our Controlling Shareholder and our ADSs

 

Our controlling shareholder has a great deal of influence over our business and its interests could conflict with yours.

 

Santander Spain, our controlling shareholder, controls Santander-Chile through its holdings in Teatinos Siglo XXI Inversiones S.A. and Santander Chile Holding S.A., which are controlled subsidiaries. Santander Spain has control over 67.18% of our shares and actual participation, excluding non-controlling shareholders that participate in Santander Chile Holding, S.A. of 67.12%.

 

Due to its share ownership, our controlling shareholder has the ability to control us and our subsidiaries, including the ability to:

 

·elect the majority of the directors and exercise control over our company and subsidiaries;

 

·cause the appointment of our principal officers;

 

·declare the payment of any dividends;

 

·agree to sell or otherwise transfer its controlling stake in us; and

 

·determine the outcome of substantially all actions requiring shareholder approval, including amendments of our bylaws, transactions with related parties, corporate reorganizations, acquisitions and disposals of assets and issuance of additional equity securities, if any.

 

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In December 2012, primarily in response to the requirements of the European Banking Authority, the Bank of Spain and regulators in various jurisdictions, Santander Spain adopted a corporate governance framework (Marco de Gobierno Interno del Grupo Santander). The purpose of the framework is to organize and standardize the corporate governance practices of Santander Spain and its most significant subsidiaries, including us. (Our Board of Directors approved the adoption of this corporate governance framework in July 2013,) subject to certain overarching principles, such as the precedence of applicable laws and regulations over the framework to the extent they are in conflict. See “Item 16G. Corporate Governance.” Our adoption of this framework may increase Santander Spain’s control over us.

 

We operate as a stand-alone subsidiary within the Santander Group. Our controlling shareholder has no liability for our banking operations, except for the amount of its holdings of our capital stock. The interests of Santander Spain may differ from the interests of our other shareholders, and the concentration of control in Santander Spain may differ from the interests of our other shareholders, and the concentration of control in Santander Spain will limit other shareholders’ ability to influence corporate matters. As a result, we may take actions that our other shareholders do not view as beneficial.

 

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 (“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 (1) a majority of the board of directors consist of independent directors, (2) 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, (3) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities and (4) an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken. Although we have similar practices, they do not entirely conform to the NYSE requirements for U.S. issuers; therefore we currently use these exemptions and intend to continue using them. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

 

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

 

Our ADSs are listed and traded on the NYSE. Our common stock is listed and traded on the Santiago Stock Exchange, the Chile Electronic Stock Exchange and the Valparaiso Stock Exchange, which we refer to collectively as the Chilean Stock Exchanges, although the trading market for the common stock is small by international standards. At December 31, 2015, we had 188,446,126,794 shares of common stock outstanding. The Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. According to Article 14 of the Ley de Mercado de Valores, Ley No. 18,045, or the Chilean Securities Market Law, the Superintendencia de Valores y Seguros, or the Superintendency of Securities and Insurance, may suspend the offer, quotation or trading of shares of any company listed on one or more 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 Superintendency of Securities and Insurance will then cancel the relevant listing in the registry of securities. In addition, 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 deems necessary.

 

Although our common stock is traded on the Chilean Stock Exchanges, there can be no assurance that a liquid trading market for our common stock will continue to exist. Approximately 33.0% of our outstanding common stock is held by the public (i.e., shareholders other than Santander Spain and its affiliates), including our shares that are represented by ADSs trading on the NYSE. 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 shares of common stock obtained upon withdrawal of such shares from the ADR facility in the amount and at the price and time such holder desires, and could increase the volatility of the price of the ADSs.

 

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You may be unable to exercise preemptive rights.

 

The Ley Sobre Sociedades Anónimas, Ley No. 18,046 and the Reglamento de Sociedades Anónimas, which we refer to collectively as the Chilean Companies Law, and applicable regulations require that whenever we issue new common stock for cash, we grant preemptive rights to all of our shareholders (including holders of ADSs), giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. Such an offering would not be possible in the United States unless a registration statement under the U.S. Securities Act of 1933 (“Securities Act”), as amended, were effective with respect to such rights and common stock or an exemption from the registration requirements thereunder were available.

 

Since we are not obligated to make a registration statement available with respect to such rights and the common stock, you may not be able to exercise your preemptive rights in the United States. If a registration statement is not filed or an applicable exemption is not available under U.S. securities law, the Depositary will sell such holders’ preemptive rights and distribute the proceeds thereof if a premium can be recognized over the cost of any such sale.

 

As a holder of ADSs you will have different shareholders’ rights than in the United States and certain other jurisdictions.

 

Our corporate affairs are governed by our estatutos, or by-laws, and the laws of Chile, which may differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in certain other jurisdictions outside Chile. Under Chilean corporate law, you may have fewer and less well-defined rights to protect your interests relative to actions taken by our board of directors or the holders of our common shares than under the laws of other jurisdictions outside Chile. 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.

 

Although Chilean corporate law imposes restrictions on insider trading and price manipulation, the form of these regulations and the manner of their enforcement may differ from that in the U.S. securities markets or markets in certain other jurisdictions. In addition, in Chile, self-dealing and the preservation of shareholder interests may be regulated differently, which could potentially disadvantage you as a holder of the shares underlying ADSs.

 

Holders of ADSs may find it difficult to exercise voting rights at our shareholders’ meetings.

 

Holders of ADSs will not be our direct shareholders and will be unable to enforce directly the rights of shareholders under our by-laws and the laws of Chile. Holders of ADSs may exercise voting rights with respect to the common stock represented by ADSs only in accordance with the deposit agreement governing the ADSs. Holders of ADSs will face practical limitations in exercising their voting rights because of the additional steps involved in our communications with ADS holders. Holders of our common stock will be able to exercise their voting rights by attending a shareholders’ meeting in person or voting by proxy. By contrast, holders of ADSs will receive notice of a shareholders’ meeting by mail from the Depositary following our notice to the Depositary requesting the Depository to do so. To exercise their voting rights, holders of ADSs must instruct the Depositary on a timely basis on how they wish to vote. This voting process necessarily will take longer for holders of ADSs than for holders of our common stock. If the Depositary fails to receive timely voting instructions for all or part of the ADSs, the Depositary will assume that the holders of those ADSs are instructing it to give a discretionary proxy to a person designated by us to vote their ADSs, except in limited circumstances.

 

Holders of ADSs also may not receive the voting materials in time to instruct the Depositary to vote the common stock underlying their ADSs. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions of the holders of ADSs or for the manner of carrying out those voting instructions. Accordingly, holders of ADSs may not be able to exercise voting rights, and they will have little, if any, recourse if the common stocks underlying their ADSs are not voted as requested.

 

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ADS holders may be subject to additional risks related to holding ADSs rather than shares.

 

Because ADS holders do not hold their shares directly, they are subject to the following additional risks, among others:

 

·as an ADS holder, we will not treat you as one of our direct shareholders and you may not be able to exercise shareholder rights;

 

·we and the depositary may amend or terminate the deposit agreement without the ADS holders’ consent in a manner that could prejudice ADS holders or that could affect the ability of ADS holders to transfer ADSs; and

 

·the depositary may take or be required to take actions under the Deposit Agreement that may have adverse consequences for some ADS holders in their particular circumstances.

 

ITEM 4. INFORMATION ON THE COMPANY

 

A.History and Development of the Company

 

Overview

 

We are the largest bank in Chile in terms of total assets and loans. As of December 31, 2015, we had total assets of Ch$34,637,660 million (U.S.$48,937 million), outstanding loans, net of allowances for loan losses of Ch$24,538,456 million (U.S.$34,669 million), total deposits of Ch$19,538,888 million (U.S.$ 27,605 million) and equity of Ch$2,802,555 million (U.S.$3,960 million). As of December 31, 2015, we employed 11,723 people. We have a leading presence in all the major business segments in Chile, and the largest distribution network with national coverage spanning across all the country, including the only privately owned bank with a branch in Easter Island. We offer unique transaction capabilities to clients through our 471 branches and 1,536 ATMs. Our headquarters are located in Santiago and we operate in every major region of Chile.

 

We provide a broad range of commercial and retail banking services to our customers, including Chilean peso and foreign currency denominated loans to finance a variety of commercial transactions, trade, foreign currency forward contracts and credit lines and a variety of retail banking services, including mortgage financing. We seek to offer our customers a wide range of products while providing high levels of service. In addition to our traditional banking operations, we offer a variety of financial services, including financial leasing, financial advisory services, mutual fund management, securities brokerage, insurance brokerage and investment management.

 

The legal predecessor of Santander-Chile was Banco Santiago (“Santiago”). Santiago was incorporated by public deed dated September 7, 1977 granted at the Notary Office of Alfredo Astaburuaga Gálvez. Santiago received its permission to incorporate and function as a bank by Resolution No. 118 of the SBIF on October 27, 1977. Santiago’s by-laws were approved by Resolution No. 103 of the SBIF on September 22, 1977. In January 1997, Santiago merged with Banco O’Higgins, with Santiago being the surviving entity. In 1999, Santiago became a controlled subsidiary of Santander Spain. As of June 30, 2002, Santiago was the second-largest private sector bank in Chile in terms of total assets, deposits, loans and shareholders’ equity.

 

Old Santander-Chile was established as a subsidiary of Santander Spain in 1978. In 1982, Old Santander-Chile acquired a significant portion of the assets and liabilities of Banco Español-Chile, a domestic bank that had become insolvent. In July 1996, Old Santander-Chile was merged into Banco Osorno y la Unión, becoming “Banco Santander-Chile,” the third-largest private bank in terms of outstanding loans at that date.

 

On August 1, 2002, Santiago and Old Santander Chile merged, whereby the latter ceased to exist and Santander-Chile (formerly known as Santiago) being the surviving entity.

 

Our principal executive offices are located at Bandera 140, 20th floor, Santiago, Chile. Our telephone number is +562-320-2000 and our website is www.santander.cl. None of the information contained on our website is incorporated by reference into, or forms part of, this Annual Report. Our agent for service of process in the United States is CT Corporation, located at 111 Eighth Avenue, 13th Floor, New York, New York 10011.

 

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Relationship with Santander Spain

 

We believe that our relationship with our controlling shareholder, Santander Spain, offers us a significant competitive advantage over our peer Chilean banks. Santander Spain is one of the largest financial groups in Brazil and the rest of Latin America, in terms of total assets measured on a regional basis. It is the largest financial group in Spain and is a major player elsewhere in Europe, including the United Kingdom, Poland and Portugal, where it is the third-largest banking group. Through Santander Consumer, it also operates a leading consumer finance franchise in the United States, as well as in Germany, Italy, Spain, and several other European countries.

 

Our relationship with Santander Spain provides us with access to the group’s client base, while its multinational focus allows us to offer international solutions to our clients’ financial needs. We also have the benefit of selectively borrowing from Santander Spain’s product offerings in other countries, as well as of its know-how in systems management. We believe that our relationship with Santander Spain will also enhance our ability to manage credit and market risks by adopting policies and knowledge developed by Santander Spain. In addition, our internal auditing function has been strengthened as a result of the addition of an internal auditing department that concurrently reports directly to our Audit Committee and the audit committee of Santander Spain. We believe that this structure leads to improved monitoring and control of our exposure to operational risks.

 

Santander Spain’s support of Santander-Chile includes the assignment of managerial personnel to key supervisory areas of Santander-Chile, such as risks, auditing, accounting and financial control. Santander-Chile does not pay any management or other fees to Santander Spain in connection with these support services.

 

B.Business Overview

 

We have 471 total branches, 276 of which are operated under the Santander brand name, with the remaining branches under certain specialty brand names, including 67 under the Santander Banefe brand name, 53 under the Select brand name, 8 specialized branches for the Middle Market and 67 as auxiliary and payment centers. We provide a full range of financial services to corporate and individual customers. We divide our clients into the following groups: (i) Retail banking, (ii) Middle-market, (iii) Global Corporate Banking and (iv) Corporate Activities (“Other”).

 

The Bank has the reportable segments noted below (see “Segmentation Criteria” for further information):

 

Retail Banking

 

Consists of individuals and small to middle-sized entities (SMEs) with annual sales less than Ch$2,000 million (US$2.8 million). This segment gives customers a variety of services, including consumer loans, credit cards, auto loans, commercial loans, foreign exchange, mortgage loans, debit cards, checking accounts, savings products, mutual funds, stock brokerage, and insurance brokerage. Additionally, the SME clients are offered government-guaranteed loans, leasing and factoring.

 

Middle-market

 

This segment serves companies and large corporations with annual sales exceeding Ch$2,000 million (US$2.8 million). It serves institutions such as universities, government entities, local and regional governments and companies engaged in the real estate industry who carry out projects to sell properties to third parties and annual sales exceeding Ch$800 million (US$1.1million) with no upper limit. The companies within this segment have access to many products including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, transactional services, treasury services, financial consulting, savings products, mutual funds, and insurance brokerage. Also companies in the real estate industry are offered specialized services to finance projects, chiefly residential, with the aim of expanding sales of mortgage loans.

 

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Global Corporate Banking

 

This segment consists of foreign and domestic multinational companies with sales over Ch$10,000 million. The companies within this segment have access to many products including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, transactional services, treasury services, financial consulting, investments, savings products, mutual funds and insurance brokerage.

 

This segment also consists of a Treasury Division which provides sophisticated financial products, mainly to companies in the Middle-market segment and Global Corporate Banking. These include products such as short-term financing and fund raising, brokerage services, derivatives, securitization and other tailor-made products. The Treasury Division may broker transactions and also manages the Bank’s investment portfolio.

 

Corporate Activities (“Other”)

 

This segment mainly includes our Financial Management Division, which develops global management functions, including managing inflation rate risk, foreign currency gaps, interest rate risk and liquidity risk. Liquidity risk is managed mainly through wholesale deposits, debt issuances and the Bank’s available-for-sale portfolio. This segment also manages capital allocation by unit. These activities usually result in a negative contribution to income.

 

In addition, this segment encompasses all the intra-segment income and all the activities not assigned to a given segment or product with customers. The segments’ accounting policies are 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. To evaluate a segment’s financial performance and make decisions regarding the resources to be assigned to segments, the Chief Operating Decision Maker (CODM) bases his assessment on the segment's interest income, fee and commission income, and expenses.

 

The tables below show the Bank’s results by reporting segment for the year ended December 31, 2015, in addition to the corresponding balances of loans and accounts receivable from customers:

 

    As of December 31, 2015
 

Loans and

accounts

receivable from customers 

(1)

Net interest income Net fee and commission income

Financial

transactions,

net 

(2)

Provision

for loan

losses

Support

expenses 

(3) 

Segment`s
net

contribution

        Ch$mn      
               
Retail Banking 17,034,707 873,026 190,380 16,245 (332,657) (533,086) 213,908
Middle-market 6,006,282 229,812 28,537 17,897 (26,147) (77,261) 172,838
Global Corporate Banking 2,178,643 85,553 15,231 50,327 (28,426) (49,533) 73,152
Other 81,125 66,815 3,479 61,030 (12,047) (1,328) 117,949
Total 25,300,757 1,255,206 237,627 145,499 (399,277) (661,208) 577,847
               
Other operating income         6,439 
Other operating expenses and impairment         (58,750)
Income from investments in associates and other companies         2,588 
Income tax expense         (76,395)
Net income for the year         451,729 
                 

(1) Corresponds to loans and accounts receivable from customers, without deducting their allowances for loan losses.

 

(2) Corresponds to the sum of the net income from financial operations and the foreign exchange profit or loss.

 

(3) Corresponds to the sum of personnel salaries and expenses, administrative expenses, depreciation and amortization.

 

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Operations through Subsidiaries

 

Today, the General Banking Law permits us to directly provide the leasing and financial advisory services that we could formerly offer only through our subsidiaries, to offer investment advisory services outside of Chile and to undertake activities that we could not formerly offer directly or through subsidiaries, such as factoring, securitization, foreign investment funds, custody and transport of securities and insurance brokerage services. For the twelve–month period ended December 31, 2015, our subsidiaries collectively accounted for 0.8% of our total consolidated assets.

 

   

Percent ownership share As of December 31, 

   

2015 

2014 

2013 

Name of the Subsidiary 

Main activity 

Direct 

Indirect 

Total 

Direct 

Indirect 

Total 

Direct 

Indirect 

Total 

    % % % % % % % % %
Santander Corredora de Seguros Limitada Insurance brokerage 99.75 0.01 99.76 99.75 0.01 99.76 99.75 0.01 99.76
Santander Corredores de Bolsa Limitada(*) Financial instruments brokerage 50.59 0.41 51.00 50.59 0.41 51.00 50.59 0.41 51.00
Santander Agente de Valores Limitada Securities brokerage 99.03 - 99.03 99.03 99.03 99.03 99.03
Santander S.A. Sociedad Securitizadora Purchase of credits and issuance of debt instruments 99.64 - 99.64 99.64 99.64 99.64 99.64
Santander Servicios de Recaudación y Pagos Limitada (**) Support society, making and receiving payments - - - 99.90 0.10 100.00
 
(*)On June 19, 2015, Santander Corredores de Bolsa Limitada, our stock brokerage company changed its corporate structure to that of a limited liability company.

 

(**)From May 1, 2014, this entity was absorbed by the Bank, with authorization for this transaction obtained from the SBIF on March 26, 2014.

 

The following companies have been consolidated based on the determination that they are controlled by the Bank, in accordance with IFRS 10 Consolidated Financial Statements:

 

-Santander Gestión de Recaudación y Cobranza Limitada (collection services)

 

-Bansa Santander S.A. (management of repossessed assets and leasing of properties)

 

During 2015, Multinegocios S.A. (management of sales force), Servicios Administrativos y Financieros Limitada (management of sales force) and Multiservicios de Negocios Limitada (call center) have ceased rendering sales services to the Bank and the Bank no longer controls their relevant activities. Therefore as of June 30, 2015, these entities have not been consolidated. As of August 1, 2014, Servicios de Cobranza Fiscalex Limitada was absorbed by Santander Gestión de Recaudación y Cobranza Limitada.

 

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Competition

 

Overview

 

The Chilean financial services market consists of a variety of largely distinct sectors. The most important sector, commercial banking, includes a number of privately-owned banks and one public–sector bank, Banco del Estado de Chile (which operates within the same legal and regulatory framework as the private sector banks). The private-sector banks include local banks and a number of foreign-owned banks operating in Chile. The Chilean banking system is comprised of 24 banks, including one public-sector bank. The four largest banks accounted for 64.2% of all outstanding loans by Chilean financial institutions as of December 31, 2015 (excluding assets held abroad by Chilean banks).

 

The Chilean banking system has experienced increased competition in recent years, largely due to consolidation in the industry and new legislation. We also face competition from non-bank and non-finance competitors, principally department stores, credit unions and cajas de compensación with respect to some of our credit products, such as credit cards, consumer loans and insurance brokerage. In addition, we face competition from non–bank finance competitors, such as leasing, factoring and automobile finance companies, with respect to credit products, and mutual funds, pension funds and insurance companies, with respect to savings products. Currently, banks continue to be the main suppliers of leasing, factoring and mutual funds, and the insurance sales business has grown rapidly.

 

All the competition data in the following sections is based on Chilean Bank GAAP.

 

The following tables set out certain statistics comparing our market position to that of our peer group, defined as the five largest banks in Chile in terms of total loans as of December 31, 2015 (excluding assets held by Chilean banks abroad).

 

 

As of December 31, 2015,
unless otherwise noted 

 

Market Share 

Rank 

Commercial loans 17.2% 2
Consumer loans 23.3% 1
Residential mortgage loans 21.5% 1
Total loans 19.1% 1
Deposits 18.4% 1
Credit card issued 15.4% 3
Checking accounts 20.1% 3
Branches 20.2% 1
 

Source: SBIF

 

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Loans

 

As of December 31, 2015, our loan portfolio was the largest among Chilean banks. Our loan portfolio, including interbank loans, represented 19.1% of the market for loans in the Chilean financial system as of such date. The following table sets forth our and our peer group’s market shares in terms of loans (excluding assets held by Chilean banks abroad).

 

   As of December 31, 2015
Loans  Ch$ million  U.S.$ million  Market
Share
Santander-Chile    25,300,757   $35,746    19.1%
Banco de Chile    24,953,505   $35,255    18.8%
Banco del Estado de Chile    18,349,962   $25,925    13.8%
Banco de Crédito e Inversiones    16,610,278   $23,467    12.5%
Corpbanca    9,049,012   $12,785    6.8%
BBVA, Chile    9,030,380   $12,758    6.8%
Others    29,371,427   $41,497    22.2%
Chilean financial system    132,665,321   $187,433    100.0%
 

Source: SBIF

 

Deposits

 

We had a 18.4% market share in deposits, ranking first among banks in Chile as of December 31, 2015. Deposit market share is based on total time and demand deposits as of the respective dates. The following table sets forth our and our peer group’s market shares in terms of deposits (excluding assets held by Chilean banks abroad).

 

   As of December 31, 2015
Deposits  Ch$ million  U.S.$ million  Market Share
Santander-Chile    19,538,888   $27,605    18.4%
Banco de Chile    18,234,740   $25,763    17.1%
Banco del Estado de Chile    19,155,750   $27,064    18.0%
Banco de Crédito e Inversiones    13,256,952   $18,730    12.5%
Corpbanca    6,908,722   $9,761    6.5%
BBVA, Chile    6,689,730   $9,451    6.3%
Others    22,541,487   $31,847    21.2%
Chilean financial system    106,326,269   $150,221    100.0%
 

Source: SBIF. Information as of Dec. 2015, except for information for Banco de Crédito e Inversiones, which is as of Nov. 2015 due to incorrect figures published by the SBIF for Banco de Crédito e Inversiones for Dec. 2015.

 

Total equity

 

With Ch$2,764,880 million (U.S.$3,906 million) in equity in Chilean Bank GAAP as of December 31, 2015, we were the largest commercial bank in Chile in terms of shareholders’ equity. The following table sets forth our and our peer group’s shareholders’ equity.

 

   As of December 31, 2015
Total Equity  Ch$ million  U.S.$ million  Market Share
Santander-Chile    2,764,880    3,906    17.9%
Banco de Chile    2,740,087    3,871    17.8%
Banco del Estado de Chile    1,493,967    2,111    9.7%
Banco de Crédito e Inversiones    2,000,525    2,826    13.0%
Corpbanca    1,497,579    2,116    9.7%
BBVA, Chile    766,384    1,083    5.0%
Others    4,149,232    5,862    26.9%
Chilean financial system    15,412,654    21,775    100.0%
 

Source: SBIF.

 

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Efficiency

 

As of December 31, 2015, we were the most efficient bank in our peer group. The following table sets forth our and our peer group’s efficiency ratio (defined as operating expenses as a percentage of operating revenue, which is 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)) in 2015.

 

Efficiency ratio as defined by the SBIF 

As of
December 31, 2015 

Santander-Chile 43.8%
Banco de Chile 44.0%
Banco del Estado de Chile 63.1%
Banco de Crédito e Inversiones 50.1%
BBVA, Chile 53.1%
Corpbanca 50.7%
Chilean financial system 50.8%
 

Source: SBIF.

 

Net income for the period attributable to equity holders

 

In 2015, we were the second largest bank in Chile in terms of net income attributable to shareholders of Ch$448,878 million (U.S.$634 million) measured under Chilean Bank GAAP. The following table sets forth our and our peer group’s net income.

 

   As of December 31, 2015
Net income attributable to equity holders  Ch$ million  U.S.$ million  Market Share
Santander-Chile    448,878    634    20.9%
Banco de Chile    558,995    790    26.1%
Banco de Crédito e Inversiones    330,819    467    15.4%
Corpbanca    201,771    285    9.4%
BBVA, Chile    89,063    126    4.2%
Banco del Estado de Chile    112,583    159    5.3%
Others    401,600    567    18.7%
Chilean financial system    2,143,709    3,028    100.0%
 

Source: SBIF.

 

Return on equity

 

As of December 31, 2015, we were the third most profitable bank in our peer group (as measured by return on period-end equity under Chilean Bank GAAP) and the most capitalized bank as measured by the Chilean BIS ratio. The following table sets forth our and our peer group’s return on average equity and BIS ratio.

 

 

Return on period-end equity as of December 31, 2015 

BIS Ratio as of December 31, 2015 

Santander-Chile 16.4% 13.4%
Banco de Chile 20.4% 12.6%
Banco del Estado de Chile 8.2% 11.7%
Banco de Crédito e Inversiones 16.5% 12.0%
BBVA, Chile 11.6% 11.5%
Corpbanca 15.0% 9.5%
Chilean Financial System 14.2% 12.6%
 

Source: SBIF.

 

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Asset Quality

 

As of December 31, 2015, we had the second-highest non-performing loan to loan ratio in our peer group. The following table sets forth our and our peer group’s non-performing loan ratio as defined by the SBIF as of December 31, 2015.

 

 

Non-performing loans / total loans(1) as of December 31, 2015 

Santander-Chile 2.54%
Banco de Chile 1.20%
Banco del Estado de Chile 3.00%
Banco de Crédito e Inversiones 1.48%
BBVA, Chile 1.41%
Corpbanca 1.32%
Chilean financial system 1.86%
 

Source: SBIF.

 

(1)Excluding interbank loans.

 

Regulation and Supervision

 

General

 

In Chile, only banks may maintain checking accounts for their customers, conduct foreign trade operations, and, together with non-banking financial institutions, accept time deposits. The principal authorities that regulate financial institutions in Chile are the SBIF and the Central Bank. Chilean banks are primarily subject to the General Banking Law, and secondarily subject, to the extent not inconsistent with this statute, the provisions of the Chilean Companies 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 General Banking Law. That law, amended most recently 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 and mutual fund services, administration of investment funds, factoring, securitization products and financial leasing services.

 

The Central Bank

 

The Central Bank is an autonomous legal entity created by the Chilean Constitution. It is subject to the Chilean Constitution and its own ley orgánica constitucional, or organic constitutional law. To the extent not inconsistent with the Chilean Constitution or the Central Bank’s organic constitutional law, the Central Bank 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 Chilean Senate.

 

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

 

The SBIF

 

Banks 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 financial companies. Furthermore, in cases of noncompliance with such legal and regulatory requirements, the SBIF has the ability to impose sanctions. In extreme cases, it can appoint, with the

 

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prior approval of the Board of Directors of the Central Bank, 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 their financial statements monthly 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. A bank’s annual financial statements and the opinion of its independent auditors must also be submitted to the SBIF.

 

Any person wishing to acquire, directly or indirectly, 10.0% or more of the share capital of a bank must obtain the prior approval of the SBIF. Absent such approval, the acquirer of shares so acquired will not have the right to vote. The SBIF may only refuse to grant its approval, based on specific grounds set forth in the General Banking Law.

 

According to Article 35bis of the 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 by another bank;

 

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

 

·a substantial increase in the existing control 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, defined by the SBIF to be more than 15.0% of all loans in the Chilean banking system. The intended purchase, merger or expansion may be denied by the SBIF; or, if the acquiring bank or resulting group would own a market share in loans determined to be more than 20.0% of all loans in the Chilean banking system, the purchase, merger or expansion may be conditioned on one or more of the following:

 

·that the bank or banks maintain regulatory capital higher than 8.0% and up to 14.0% 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 paid-in capital and reserves; or

 

·that the margin for interbank loans be reduced to 20.0% of the resulting bank’s regulatory capital.

 

If the acquiring bank or resulting group would own a market share in loans determined by the SBIF to be more than 15% but less than 20%, the authorization will be conditioned on the bank or banks maintaining a regulatory capital not lower than 10% of their risks-weighted assets for the period specified by the SBIF, which may not be less than one year. The calculation of the 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:

 

·a bank is required to inform the SBIF of the identity of any person owning, directly or indirectly, 5.0% 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;

 

·the Depositary is required to notify the bank as to the identity of beneficial owners of ADSs which 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 5.0% or more of such banks’ shares; and

 

·bank shareholders who individually hold 10.0% or more of a bank’s capital stock and who are controlling shareholders must periodically inform the SBIF of their financial condition.

 

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Limitations on Types of Activities

 

Chilean banks can only conduct those activities allowed by the General Banking Law: making loans, accepting deposits and, subject to limitations, making investments and performing financial services. Investments are restricted to real estate for the bank’s own use, gold, foreign exchange and debt securities. Through subsidiaries, banks may also engage in other specific financial service activities such as securities brokerage services, equity investments, securities, mutual fund management, investment fund management, financial advisory and leasing activities. Subject to specific limitations and the prior approval of the SBIF and the Central Bank, Chilean banks may own majority or non-controlling interests in foreign banks.

 

Since June 1, 2002, Chilean banks are allowed to 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 and that banks may also charge fees for the use of this new product. For banks with a solvency score of less than A, the Central Bank has also imposed additional caps to the interest rate that can be paid.

 

On June 5, 2007, pursuant to Law 20.190, new regulations became effective authorizing banks to enter into transactions involving a wider range of derivatives, such as futures, options, swaps, forwards and other derivative instruments or contracts subject to specific limitations established by the Central Bank of Chile. Previously, banks were able to enter into transactions involving derivatives, but subject to more restrictive guidelines.

 

Deposit Insurance

 

The Chilean government guarantees up to 90.0% of the principal amount of certain time and demand deposits and savings accounts held by natural persons with a maximum value of UF120 per person (Ch$3,075,490 or U.S.$4,345 as of December 31, 2015) per calendar year in the entire financial system.

 

Reserve Requirements

 

Deposits are subject to a reserve requirement of 9.0% for demand deposits and 3.6% for time deposits (with terms of less than one year). For purposes of calculating the reserve obligation, banks are authorized to deduct daily from their foreign currency denominated liabilities, the balance in foreign currency of certain loans and financial investments held outside of Chile, the most relevant of which include:

 

·cash clearance account, which should be deducted from demand deposit for calculating reserve requirement;

 

·certain payment orders issued by pension providers; and

 

·the amount set aside for “technical reserve” (as described below), which can be deducted from reserve requirement.

 

The Central Bank has statutory authority to require banks to maintain reserves of up to an average of 40.0% for demand deposits and up to 20.0% for time deposits (irrespective, in each case, of the currency in which they are denominated) to implement monetary policy. In addition, to the extent that the aggregate amount of the following types of liabilities exceeds 2.5 times the amount of a bank’s regulatory capital, a bank must maintain a 100% “technical reserve” against them: demand deposits, deposits in checking accounts, or obligations payable on sight incurred in the ordinary course of business, and in general all deposits unconditionally payable immediately but excluding interbank demand deposits.

 

Minimum Capital

 

Under the General Banking Law, a bank is required to have a minimum of UF800,000 (approximately Ch$20,503,272 million or U.S.$28.9 million as of December 31, 2015) of paid-in capital and reserves, calculated in accordance with Chilean GAAP, regulatory capital of at least 8% of its risk weighted assets, net of required allowances, and paid in capital and reserves of at least 3% of its total assets, net of required allowances, as calculated in accordance with Chilean GAAP.

 

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Regulatory capital is defined as the aggregate of:

 

·a bank’s paid-in capital and reserves, excluding capital attributable to subsidiaries and foreign branches or capital básico;

 

·its subordinated bonds, valued at their placement price (but decreasing by 20.0% for each year during the period commencing six years prior to maturity), for an amount up to 50.0% of its basic capital; and

 

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

 

Capital Adequacy Requirements

 

According to the General Banking Law, each bank should have regulatory capital of at least 8.0% of its risk-weighted assets, net of required allowances. The calculation of risk weighted assets is based on a five-category risk classification system for bank assets that is based on the Basel Committee recommendations. The SBIF is expected to implement in 2016 the Basel III capital standards in Chile, which will includes the implementation of capital limits with market risk and operational risk-weighted assets. These changes must be approved by the Chilean Congress, as it involves a modification to the General Banking Law.

 

Banks should also have capital básico, or basic capital, of at least 3.0% of their total assets, net of allowances. Basic capital is defined to include shareholders’ equity.

 

Within the scope of Basel III in Chile, further changes in regulation may occur. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Chile—Banking regulations may restrict our operations and thereby adversely affect our financial condition and results of operations.”

 

Lending Limits

 

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

 

·A bank may not extend to any entity or individual (or any one group of related entities), except for another financial institution, directly or indirectly, unsecured credit in an amount that exceeds 10.0% of the bank’s regulatory capital, or in an amount that exceeds 30.0% of its regulatory capital if the excess over 10.0% is secured by certain assets with a value equal to or higher than such excess. These limits were raised from 5.0% and 25.0%, respectively, in 2007 by the Reformas al Mercado de Capitales II (also known as MK2). In the case of financing infrastructure projects built by government concession, the 10.0% ceiling for unsecured credits is raised to 15.0% 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;

 

·a bank may not extend loans to another financial institution subject to the General Banking Law in an aggregate amount exceeding 30.0% of its regulatory capital;

 

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

 

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

 

·a bank may not grant loans to related parties (including holders of more than 1.0% of its shares) 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 related parties may not exceed a bank’s regulatory capital.

 

In addition, the General Banking Law limits the aggregate amount of loans that a bank may grant to its employees to 1.5% of its regulatory capital, and provides that no individual employee may receive loans in excess of 10.0% of this 1.5% limit. Notwithstanding these limitations, a bank may grant to each of its employees a single residential mortgage loan for personal use once during such employee’s term of employment.

 

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Allowance for Loan Losses

 

Chilean banks are required to provide to the SBIF detailed information regarding their loan portfolio on a monthly basis. The SBIF examines and evaluates each financial institution’s credit management process, including its compliance with the loan classification guidelines. Banks are classified into four categories: 1, 2, 3 and 4. Each bank’s category depends on the models and methods used by the bank to classify its loan portfolio, as determined by the SBIF. Category 1 banks are those banks whose methods and models are satisfactory to the SBIF. Category 1 banks will be entitled to continue using the same methods and models they currently have in place. A bank classified as a category 2 bank will have to maintain the minimum levels of reserves established by the SBIF while its Board of Directors will be made aware of the problems detected by the SBIF and required to take steps to correct them. Banks classified as categories 3 and 4 will have to maintain the minimum levels of reserves established by the SBIF until they are authorized by the SBIF to do otherwise. Santander-Chile is categorized as a “Category 1” bank.

 

Differences between IFRS and Chilean Bank GAAP

 

As stated above, Chilean Bank GAAP, as prescribed by the Compendium of Accounting Standards (the “Compendium”), differs in certain respects from IFRS. The main differences that should be considered by an investor are the following:

 

Suspension of Income Recognition on Accrual Basis

 

In accordance with the Compendium, financial institutions must suspend recognition of income on an accrual basis in their statements of income for certain loans included in the impaired portfolio. IFRS does not allow the suspension of accrual of interest on financial assets for which an impairment loss has been determined. We do not believe that this difference materially impacts our financial statements.

 

Charge-offs and Accounts Receivable

 

The Compendium requires companies to establish deadlines for the charge-off of loans and accounts receivable. IFRS does not require any such deadline for charge-offs. A charge-off due to impairment would be recorded, if and only if, all efforts at collection of the loan or account receivable had been exhausted. We do not believe that this difference materially impacts our financial statements.

 

Assets Received in Lieu of Payment

 

The Compendium requires that the initial value of assets received in lieu of payment be the value agreed upon with a debtor as a result of the loan settlement or the value awarded in an auction, as applicable. These assets are required to be written off one year after their acquisition, if the assets have not been previously disposed of. IFRS requires that assets received in lieu of payment be initially accounted for at fair value. Subsequently, asset valuation depends on the classification provided by the entity for that type of asset. No deadline is established for charging-off an asset.

 

Goodwill and Intangible Assets

 

With respect to goodwill and intangible assets, the Compendium provides that:

 

·The value of “goodwill” and other depreciable intangible assets will be supported by two reports issued by specialists independent from the (i) bank, (ii) the bank’s external auditors, and (iii) each other.

 

With respect to goodwill and intangible assets, IFRS provides that:

 

·The use of independent experts’ valuations is not mandatory.

 

Since we have no goodwill, we do not believe that this difference impacts our financial statements.

 

Fair Value Option with Respect to Financial Assets and Liabilities

 

According to the Compendium, banks are not allowed to value assets or liabilities at their fair value in place of the amortized cost method.

 

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IFRS allows an entity to designate a financial asset or liability (or a group of financial assets or liabilities, or both), on initial recognition as one to be measured at fair value, with changes in fair value to be recognized in profit or loss. Once this option has been taken, it is irrevocable. The fair value option is not applicable to investments in capital instruments which do not have a quoted market price in an active market, and whose fair value cannot be reliably measured.

 

We do not believe that this difference impacts our financial statements because this accounting treatment is optional.

 

Loan loss allowances

 

The main difference between Chilean bank GAAP and IFRS regarding loan loss allowances is that under Chilean Bank GAAP, we use an expected loss model, and under IFRS, we use an incurred loss approach. Additionally, Chilean Bank GAAP includes the following norms, which are not included in our IFRS loan loss allowance:

 

On December 29, 2009, the SBIF issued Circular No. 3,489, which incorporates changes to several provisions of the Compendium. Among other changes, it states that effective January 2010, companies must complement the basis on which insolvency provisions related to contingent operations are determined, including unrestricted lines of credit, other contingent loans, and other loan commitments. In addition, companies should also apply the changes in risk exposure applicable to contingent loans, found in Chapter B-3 of the Compendium. According to specific instructions from the SBIF in Letter to Management No. 10 dated December 21, 2010, the SBIF stated that it would not be necessary to calculate the adjustment retrospectively for 2009. On June 10, 2010, the SBIF issued Circular No. 3,502 which, among other things, requires that Banks maintain a 0.5% minimum provision for the non-impaired part of the loan portfolio analyzed on an individual basis. In addition, on December 21, 2010, in the Letter to Management No. 9, the SBIF specified that the accounting treatment for the effects originating from the application of this minimum provision is to record it in the income for the period. However, the Bank reverses this minimum provision for purposes of its IFRS consolidated financial statements.

 

On August 12, 2010, Circular No. 3,503 was issued, which modified how we must classify loans included in Chapters B-1, B-2, B-3 and C1 of the Compendium of Accounting Standards, which are loans analyzed on an individual basis. Such modifications were effective from January 1, 2011, except for those modifications relating to additional provisions included in the Letter to Management No. 9 relating to Chapter B-1 which took effect in 2010. As a supplement to the Circular, the Letter to Management No. 9 was issued on December 21, 2010, which specifies that adjustments resulting from the adoption of these modifications starting on January 1, 2011 could be recorded during the first quarter of 2011; however, entities may anticipate recognition of the impact of these adjustments, in whole or in part, in 2010. As of December 31, 2010, we have chosen to recognize the entire provision adjustments aforementioned.

 

On December 30, 2014, the SBIF published new guidelines for provisioning a bank’s residential mortgage loan portfolio. The regulations include:

 

·an expected loss model to calculate allowances for housing mortgage loans that explicitly considers loan delinquency and loan / collateral (LTV) ratios, in order to promote active management of credit risk; and

 

·proposal for a new way of evaluating collateral in the context of determining provisions, which would specify certain required conditions that would need to be met by an asset in order for it to be eligible to be used as collateral for mitigating credit risk, as well as more specific requirements of how collateral would be valued for purposes of setting loan loss levels.

 

These above changes have been implemented in 2016. We also expect the SBIF in 2016 to publish new expected loss models for consumer and commercial loans assessed on a group basis.

 

Capital Markets

 

Under the 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

 

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merger and acquisition services. These subsidiaries are regulated by the SBIF and, in some cases, also by the Superintendency of Securities and Insurance, the regulator of the Chilean securities market, open-stock corporations and insurance companies.

 

Legal Provisions Regarding Banking Institutions with Economic Difficulties

 

The 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. 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 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 25.0% of the creditor bank’s regulatory capital. 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, condone 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 stock in the amount required for the ratio of regulatory capital to risk-weighted assets to be not lower than 12.0%. 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 should 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. 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 SBIF assumes this responsibility. When a liquidation is declared, all checking accounts and other demand deposits received in the ordinary course of business, are required to be paid by using existing funds of the bank, its deposits with the Central Bank or its investments in instruments that represent its reserves. If these funds are insufficient to pay these obligations, the liquidator may seize the rest of the bank’s assets, as needed. If necessary and in specified circumstances, the Central Bank will lend the bank the funds necessary to pay these obligations. Any such loans are preferential to any claims of other creditors of the liquidated bank.

 

Obligations Denominated in Foreign Currencies

 

Santander-Chile must also comply with various regulatory and internal limits regarding exposure to movements in foreign exchange rates (See “Item 11. Quantitative and Qualitative Disclosures About Market Risk”).

 

Loans and Investments in Foreign Securities

 

Under current Chilean banking regulations, banks in Chile may grant loans to foreign individuals and entities and invest in certain securities of foreign issuers. Banks may grant commercial loans and foreign trade loans, and can buy loans granted by banks abroad. Banks in Chile may also invest in debt securities traded in formal secondary markets. Such debt securities must be (1) securities issued or guaranteed by foreign sovereign states or their central banks or other foreign or international financial entities, and (2) bonds issued by foreign companies. If the sum of investment in foreign securities and loans granted outside of Chile surpasses 70% of regulatory capital, the amount that exceeds 70% is subject to a mandatory reserve of 100%.

 

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Table 1

 

Rating Agency 

Short Term 

Long Term 

Moody’s P2 Baa3
Standard and Poor’s A3 BBB-
Fitch F2 BBB-
Dominion Bond Rating (DBRS) R-2 BBB (low)

 

In the event that the sum of: (a) loans granted abroad that are not to subsidiaries of Chilean companies, and that have a rating of BB- or less and do not trade on a foreign stock exchange, and (b) the investments in foreign securities which have a rating that is below that indicated in Table 1 above, but is equal to or exceeds the ratings mentioned in the Table 2 below and exceeds 20% (and 30% for banks with a BIS ratio equal or exceeding 10% of the regulatory capital of such bank), the excess is subject to a mandatory reserve of 100%.

 

Table 2

 

Rating Agency 

Short Term 

Long Term 

Moody’s P2 Ba3
Standard and Poor’s A-2 BB-
Fitch F2 BB-
Dominion Bond Rating (DBRS) R-2 BB (low)

 

In addition, banks may invest in foreign securities whose ratings are equal or exceeds those mentioned in Table 3 below for an additional amount equal to 70% of their regulatory capital. This limit constitutes an additional margin and is not subject to the 100% mandatory reserve.

 

Additionally, a Chilean bank may invest in foreign securities whose rating is equal to or exceeds those mentioned in Table 3 below in: (i) demand deposits with foreign banks, including overnight deposits in a single entity; and (ii) securities issued or guaranteed by sovereign states or their central banks or securities issued or guaranteed by foreign entities within the Chilean State, though investment will be subject to the limits by issuer up to 30% and 50%, respectively, of the regulatory capital of the Chilean bank that makes the investment. If these foreign securities do not have a rating, the individual limit will be 10% of regulatory capital.

 

Table 3

 

Rating Agency 

Short Term 

Long Term 

Moody’s P1 Aa3
Standard and Poor’s A1+ AA-
Fitch F1+ AA-
DBRS R-1 (high) AA(low)

 

Moreover, the sum of all demand deposits with foreign banks, including overnight deposits to related parties, as defined by the Central Bank and the SBIF, cannot surpass 25% of a bank’s regulatory capital. This limit excludes foreign branches of Chilean banks or their subsidiaries, but must include amounts deposited by these entities in related parties abroad.

 

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 be complementary to the bank’s business if such companies were incorporated in Chile.

 

“Mortgage Bonds”

 

In 2012, the mortgage-covered bond legislation was approved by the Chilean Congress. These bonds, known as “mortgage bonds,” are debt backed by the company that sells them, as well as by a pool of mortgages that in the event of insolvency the pool of mortgages are auctioned with the corresponding mortgage bond. Unlike covered bonds, they are not be limited to banks. These bonds, if bought by banks, are available for immediate liquidity in the

 

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Central Bank liquidity window and have other restrictions as to the type of mortgage they will be funding, i.e. mortgage loans with loan-to-values of maximum 80%.

 

U.S. Banking Regulation - Volcker Rule

 

On July 21, 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which provides a broad framework for significant regulatory changes that extend to almost every area of U.S. financial regulation. Within the Dodd-Frank Act, the Volcker Rule prohibits “banking entities” from engaging in certain forms of proprietary trading or from sponsoring, investing in or entering into certain credit-related transactions with related covered funds, in each case subject to certain limited exceptions. The term “covered fund” is defined very broadly to include traditional hedge funds, private equity funds, certain securitization vehicles and other entities that must rely on Section 3(c)(1) or 3(c)(7) of the U.S. Investment Company Act of 1940 for an exemption under that Act, as well as certain similar foreign funds. The Volcker Rule became effective in July, 2012 and in December, 2013 U.S. regulators issued final rules implementing the Volcker Rule. The statute and final rules also contain exclusions and certain exemptions for market-making, hedging, underwriting, trading in U.S. government and agency obligations as well as certain foreign government obligations, and trading solely outside the United States, and also permit certain ownership interests in certain types of funds to be retained. Banking entities such as Banco Santander Parent must bring their activities and investments worldwide into compliance with the requirements of the Volcker Rule by the end of the conformance period applicable to each requirement.

 

In general, all banking entities were required to conform to the requirements of the Volcker Rule, except for provisions related to certain funds, and to implement a compliance program by July 21, 2015. In December 2014, the Federal Reserve Board issued an order extending the Volcker Rule’s general conformance period until July 21, 2016 for investments in and relationships with covered funds and certain foreign funds that were in place on or prior to December 31, 2013 (“legacy covered funds”), and stated its intention to grant a final one-year extension of the general conformance period, to July 21, 2017, for banking entities to conform ownership interests in and relationships with legacy covered funds. This extension of the conformance period does not apply to the July 21, 2015 imposition of the Volcker Rule’s prohibitions on proprietary trading or to any investments in and relationships with covered funds put in place after December 31, 2013. Banco Santander Parent, including Santander Chile, has assessed how the final rules implementing the Volcker Rule affect the group’s businesses and has adopted or is in the process of adopting the necessary measures to bring its activities into compliance with the rules and the applicable conformance period.

 

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

 

The Bank, as a foreign private issuer whose securities are registered under the U.S. Securities Exchange Act of 1934, is subject to the U.S. Foreign Corrupt Practices Act (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 the Bank’s officers and/or directors can be imposed for violations of the FCPA.

 

Furthermore, the Bank is 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 the Bank’s officers and/or directors.

 

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

 

Santander-Chile has no exposure to Iran or Syria. As we are part of Grupo Santander, we must disclose the exposure of other entities of the Group to Iran and Syria.

 

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to

 

53 

 

certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

 

The following activities are disclosed in response to Section 13(r) with respect to affiliates of Santander UK within the Santander Group. During the period covered by this annual report:

 

(a) Santander UK holds frozen savings accounts and one current account for two customers resident in the U.K. who are currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the customer’s designation and have remained blocked and dormant throughout 2015. Revenue generated by Santander UK on these accounts is negligible.

 

(b) An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions Regulations and the Non-Proliferation of Weapons of Mass Destruction (“NPWMD”) designation, holds a mortgage with Santander UK that was issued prior to any such designation. No further drawdown has been made (or would be allowed) under this mortgage although we continue to receive repayment instalments. In 2015, total revenue in connection with the mortgage was approximately £3,876 while net profits were negligible relative to the overall profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will only be made in accordance with applicable sanctions. The same Iranian national also holds two investment accounts with Santander ISA Managers Limited. The funds within both accounts are invested in the same portfolio fund. The accounts have remained frozen during 2015. The investment returns are being automatically reinvested, and no disbursements have been made to the customer. Total revenue for the Santander Group in connection with the investment accounts was approximately £188 while net profits in 2015 were negligible relative to the overall profits of Santander Spain.

 

(c) During the third quarter of 2015 two additional Santander UK customers were designated. A UK national is designated by the U.S. under the Specially Designated Global Terrorist (“SDGT”) sanctions program and is on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons (“SDN”) List. This customer holds a bank account which generated revenue of approximately £180 during the third and fourth quarter of 2015. The account is blocked. Net profits in the third and fourth quarter of 2015 in connection with this account were negligible relative to the overall profits of Santander Spain. A second UK national is designated by the U.S. under the SDGT sanctions program and is on the U.S. SDN List. No transactions were made in the third and fourth quarter of 2015 and his account is blocked and in arrears.

 

(d) In addition, during the fourth quarter of 2015, Santander UK has identified one additional customer. A UK national is designated by the U.S. under the SDGT sanctions program and is on the U.S. SDN List. The customer holds a bank account which generated negligible revenue during the fourth quarter of 2015. The account was closed during the fourth quarter of 2015. Net profits in the fourth quarter of 2015 were negligible relative to the overall profits of Santander Spain.

 

In addition, the Santander Group has an outstanding legacy export credit facility with Bank Mellat, which was in the U.S. SDN List at December 31, 2015. In 2005, Santander Spain participated in a syndicated credit facility for Bank Mellat of €15.5 million, which matured on July 6, 2015. As of December 31, 2015, the Santander Group was owed €0.3 million not paid at maturity under this credit facility and 95% covered by official export credit agencies.

 

Santander Spain has not been receiving payments from Bank Mellat under this or other credit facilities in recent years. Santander Spain has been and expects to continue to be repaid any amounts due by official export credit agencies. No funds have been extended by Santander Spain under this facility since it was granted.

 

The Santander Group also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007. However, should any of the contractors default in their obligations under the public bids, the Santander Group would need prior approval from the Spanish Government to pay any amounts due to Bank Sepah or Bank Mellat pursuant to Council Regulation (EU) No. 2015/1861.

 

54 

 

In the aggregate, all of the transactions described above resulted in approximately €15,000 gross revenues and approximately €77,000 net loss to the Santander Group in 2015, all of which resulted from the performance of export credit agencies rather than any Iranian entity. The Santander Group has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. The Santander Group is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount – which payment would be subject to prior approval (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, the Santander Group intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.

 

C. Organizational Structure

 

Santander Spain controls Santander-Chile through its holdings in Teatinos Siglo XXI Inversiones S.A. and Santander Chile Holding S.A. which are controlled subsidiaries. Santander Spain control over 67.18% of our shares and actual participation when excluding non-controlling interests participating in Santander Chile Holding S.A. of 67.12%.

 

Shareholder 

Number of Shares 

Percentage 

Santander Chile Holding S.A. 66,822,519,695 35.46
Teatinos Siglo XXI Inversiones S.A. 59,770,481,573 31.72

 

The chart below sets forth the names and areas of responsibility of our senior managers as of April 2016.

 

 

 

D.Property, Plant and Equipment

 

We are domiciled in Chile and own our principal executive offices located at Bandera 140, 20th floor, Santiago, Chile. We also own twelve other buildings in the vicinity of our headquarters, and we rent six other buildings. At December 31, 2015, we owned the locations at which 23% of our branches were located. The remaining branches operate at rented locations. We believe that our existing physical facilities are adequate for our needs.

 

Main properties as of December 31, 2015 

Number 

Central Offices  
Owned 4
Rented 6
Total 10
   
Branches(1)  
Owned 110
Rented 362
Total 472
   
Other property(2)  
Owned 77
Rented 36
Total 113

 

 
(1)Some branches are located inside central office buildings and other properties. Including these branches, the total number of branches is 472. Special payment centers are included in Other property.

 

(2)Consists mainly of parking lots, mini-branches and property owned by our subsidiaries.

 

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The following table sets forth a summary of the main computer hardware and other systems-equipment that we own.

 

Category 

Brand 

Application 

Mainframe IBM Back-end, Core-System Altair, Payment means and foreign trade.
Midrange IBM Interconnections between Mainframe and mid-range
Midrange SUN/Unix Interconnections applications Credit & debit cards
  SUN/UNIX Treasury, MIS, Work Flow, Accounting
Midrange IBM WEB
Desktop HP/Lenovo Platform applications
Call Center Avaya Telephone system
  Genesys Integration Voice/data
  Nice Voice recorder
  Nortel IVR

 

The main software systems that we use are:

 

Category 

Product 

Origin 

Core-System ALTAIR Accenture
Data base DB2 IBM
Data base Oracle Oracle
Data base SQL Server Microsoft
WEB Service Internet Information Server Microsoft
Message Service MQSeries IBM
Transformation MQIntegrator IBM

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

None.

 

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Accounting Standards Applied in 2015

 

Santander-Chile is a Chilean bank and maintains its financial books and records in Chilean pesos and prepares its consolidated financial statements in accordance with IFRS-IASB in order to comply with requirements of the SEC. As required by the General Banking Law, which subjects Chilean banks to the regulatory supervision of the SBIF, and which mandates that Chilean banks abide by the accounting standards stipulated by the SBIF, our locally-filed consolidated financial statements have been prepared in accordance with Chilean Bank GAAP as issued by the SBIF. The accounting principles issued by the SBIF are substantially similar to IFRS but there are some exceptions, as described in Item 4. Therefore, our locally-filed consolidated financial statements have been adjusted according to IFRS as issued by the IASB.

 

Santander-Chile’s transition date to IFRS was January 1, 2008. The Bank prepared its opening balance under these standards as of such date. Consequently, the date of adoption of the new standards by the Bank and its subsidiaries was January 1, 2009.

 

Critical Accounting Policies

 

Our consolidated financial statements include various estimates and assumptions, including but not limited to the adequacy of the allowance for loan losses, estimates of the fair value of certain financial instruments and the selection of useful lives of certain assets.

 

We evaluate these estimates and assumptions on an ongoing basis. Management bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Actual results in future periods could differ from those estimates and assumptions, and if these differences were significant enough, our reported results of operations would be affected materially. We believe that the following are the most critical judgment areas or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations.

 

Allowance for loan losses

 

The Bank records its allowances following its internal models for the recording of incurred debt. These models have been approved by the Board. To establish impairment losses, the Bank carries out an evaluation of outstanding loans and accounts receivable from customers, as detailed below:

 

·Individual assessment of debtors: when debtors are recorded as individually significant, i.e., when they have significant debt levels or, even for those that do not have these levels, could be classified in a group of financial assets with similar credit risk features and who, due to the size, complexity or level of exposure, require detailed information. See “Item 5. Operating and Financial Review and Prospects— C. Selected Statistical Information—Classification of Loan Portfolio—Classification of Loan Portfolio—Credit Approval: Loans approved on an individual basis” and “Note 1—Summary of Significant Accounting Policies—(p) Provisions for loan losses” of our Audited Consolidated Financial Statements.

 

·Group assessment of debtors: when there is no evidence of impairment for individually-assessed debtors and debtors with loans grouped collectively—whether or not significant—the Bank groups debtors with similar risk credit features and assesses them for impairment. Debtors individually assessed for impairment and for whom a loss due to impairment has been recorded, are not included in the group assessment of impairment. See “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information—Classification of Loan Portfolio—Classification of Loan Portfolio—Credit Approval: Loans approved on a group basis” and “Note 1—Summary of Significant Accounting Policies—(p) Provisions for loan losses” of our Audited Consolidated Financial Statements.

 

Derivative activities

 

Derivatives are measured at fair value on the statement of financial position and the net unrealized gain (loss) on derivatives is classified as a separate line item within the income statement. Under IFRS, banks must mark-to-market derivatives. A derivative financial instrument held for trading purposes must be marked to market and the

 

57 

 

unrealized gain or loss must be recognized in the income statement. The Bank recognizes three kinds of hedge accounting: (i) cash flow hedges, (ii) fair value hedges and (iii) hedging of foreign net investments.

 

·When a cash flow hedge exists, the fair value movements on the part of the hedging instrument and the hedged item that is effective are recognized in other comprehensive income as “valuation adjustments”. Any ineffective portion of the fair value movement on the hedging instrument is recognized in the income statement.

 

·When a fair value hedge exists, the fair value movements on the hedging instrument and the fair value movements on the hedged item attributable to the hedged risk are recognized in the income statement.

 

·When a hedge of net investment in a foreign operation exists, as defined in IAS 21, it is accounted for similarly to a cash flow hedge. Any ineffective portion of the fair value movement on the hedging instrument is recognized in the income statement.

 

A.Operating Results

 

Chilean Economy

 

All of our operations and substantially all of our customers are located in Chile. Accordingly, our financial condition and results of operations are substantially dependent upon economic conditions prevailing in Chile. In 2015, the Chilean economy grew approximately 2.1% compared to 1.9% in 2014 and 4.0% in 2013. In the same period, internal demand increased 1.8% compared to a decrease of 0.3% in 2014 and increase of 3.6% in 2013. The growth of internal demand was led by growth of total consumption, which was up 5.8% while investment decreased 1.5% in 2015 compared to 2014. The reduction of investments was mainly due to a fall in investments in the mining sector due to concerns regarding global economic growth, especially growth in China.

 

As of December 2015, the unemployment rate was 5.8% compared to 6.0% in 2014 and 5.7% in 2013. The exchange rate depreciated in 2015 by 16.5% and by 16.0% in 2014. As a result of this depreciation of the peso, CPI inflation reached 4.4% in 2015 compared to 4.7% in 2014 and 3.0% in 2013. As a result of high inflation rates in 2014 and 2015, the Central Bank commenced a process of gradually raising interest rates despite low economic growth. At year-end 2014, the policy rate was 3.0% and this was increased to 3.50% by year-end 2015. Going forward, economic activity is expected to continue to increase, but with continued uncertainty regarding global growth, especially in growth in China, which impacts Chile’s mining sector, and internal political issues.

 

The growth of the Chilean banking sector evolved in line with overall economic developments, with an increase in the volume of loans and deposits. Total loans as of December 31, 2015 in the Chilean financial system were Ch$132,665,321 million (US$187 billion), excluding loans held by subsidiaries of Chilean banks abroad, grew 8.3% in the last twelve months. Total customer deposits (defined as time deposits plus checking accounts), excluding loans held by subsidiaries of Chilean banks abroad grew 5.9% in 2015 compared to 2014 and totaled Ch$106,326,269 million (US$150 billion) as of December 31, 2015. The non-performing loan (defined as loans with an installment that is at least 90 days past-due) to total loans ratio decreased to 1.9% at year-end 2015 compared to 2.1% in 2014.

 

Impact of inflation

 

Our assets and liabilities are denominated in Chilean pesos, Unidades de Fomento (UF) and foreign currencies. The Bank no longer recognizes inflation accounting and has eliminated price-level restatement in line with IFRS, but inflation impacts our results of operations as some loan and deposit products are contracted in UF. 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 during the prior calendar month. One UF equaled Ch$25,629.09 at December 31, 2015, Ch$24,627.10 at December 31, 2014 and Ch$23,309.56 at December 31, 2013. High levels of inflation in Chile could adversely affect the Chilean economy and could have an adverse effect on our business, financial condition and results of operations. Negative inflation rates also negatively impact our results. Inflation measured as the annual variation of the UF was 4.1% in 2015, 5.7% in 2014 and 2.1% in 2013. There can be no assurance that Chilean inflation will not change significantly from the current level. Although we currently benefit from moderate levels of inflation, due to the current structure of our assets and liabilities (i.e., a significant portion of our loans are indexed to the inflation rate, but there are no

 

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corresponding features in deposits or other funding sources that would increase the size of our funding base), there can be no assurance that our business, financial condition and result of operations in the future will not be adversely affected by changing levels of inflation. In summary:

 

·UF-denominated assets and liabilities. 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. Our net interest income will be positively affected by an inflationary environment to the extent that our average UF-denominated interest earning assets exceed our average UF-denominated interest bearing liabilities. Our net interest income will be positively affected by deflation in any period in which our average UF-denominated interest bearing liabilities exceed our average UF-denominated interest earning assets. Our net interest income will be negatively affected in a deflationary environment if our average UF-denominated interest earning assets exceed our average UF-denominated interest bearing liabilities.

 

·Inflation and interest rate hedge. A key component of our asset and liability policy is the management of interest rate risk. The Bank’s assets generally have a longer maturity than our liabilities. As the Bank’s mortgage portfolio grows, the maturity gap tends to rise as these loans, which are contracted in UF, have a longer maturity than the average maturity of our funding base. As most of our long term financial instruments and mortgage loans are contracted in UF and most of our deposits are in nominal pesos, the rise in mortgage lending increases the Bank’s exposure to inflation and to interest rate risk. The size of this gap is limited by internal and regulatory guidelines in order to avoid excessive potential losses due to strong shifts in interest rates. In order to keep this duration gap below regulatory limits, the Bank issues long term bonds denominated in UF or interest rate swaps. The financial cost of the bonds and the efficient part of these hedges is recorded as net interest income. In 2015, the loss from the swaps taken in order to hedge mainly for inflation and interest rate risk and included in net interest income totaled a loss of Ch$107,867 million compared to a loss of Ch$130,254 million in 2014 and a loss of Ch$67,239 million in 2013. The average gap between our interest earnings assets and total liabilities linked to the inflation, including hedging was Ch$3,358,707 million in 2015, Ch$4,168,678 million in 2014 and Ch$3,581,959 million in 2013.

 

·The financial impact of the gap between our interest earning assets and liabilities denominated in UFs including hedges was Ch$130,666 million in 2015, Ch$229,946 million in 2014 and Ch$71,842 million in 2013. The lower gain in 2015 can be explained by the lower UF inflation in 2015 compared to 2014 and a lower UF gap in 2015.

 

   As of December 31,  % Change  % Change
Impact of inflation on net interest income  2015  2014  2013  2015/2014  2014/2013
   (In millions of Ch$)
Results from UF GAP (1)    130,666    229,946    71,842    (43.2%)   220.1%
Annual  UF inflation    4.1%   5.7%   2.1%          
 
(1)UF GAP is net interest income from asset and liabilities denominated in UFs and include the results from hedging the size of this gap via interest rate swaps.

 

·Peso-denominated assets and liabilities. Interest rates prevailing in Chile during any period primarily reflect the inflation rate during the period and the expectations of future inflation. The sensitivity of our peso-denominated interest earning assets and interest bearing liabilities to changes to such prevailing rates varies. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Interest Rates.” We maintain a substantial amount of non-interest bearing peso-denominated demand deposits. Because such deposits are not sensitive to inflation, any decline in the rate of inflation would adversely affect our net interest margin on inflation indexed assets funded with such deposits, and any increase in the rate of inflation would increase the net interest margin on such assets. The ratio of the average of such demand deposits and average shareholder’s equity to average interest-earning assets was 29.9%, 30.2%, and 30.0% for the years ended December 31, 2015, 2014 and 2013, respectively.

 

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Interest Rates

 

Interest rates earned and paid on our assets and liabilities reflect, to a certain degree, inflation, expectations regarding inflation, changes in short term interest rates set by the Central Bank and movements in long term real rates. The Central Bank manages short term interest rates based on its objectives of balancing low inflation and economic growth. Because our liabilities are generally re-priced sooner than our assets, changes in the rate of inflation or short term rates in the economy are reflected in the rates of interest paid by us on our liabilities before such changes are reflected in the rates of interest earned by us 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 inflation rates since generally our UF-denominated assets exceed our UF-denominated liabilities. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Impact of Inflation—Peso-denominated assets and liabilities.” An increase in long term rates has a positive effect on our net interest margin, because our interest earning assets generally have longer terms than our interest bearing liabilities. In addition, because our 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 or expected inflation exceeds the previous period’s inflation, customers often switch funds from UF-denominated deposits to peso-denominated deposits, which generally bear higher interest rates, thereby adversely affecting our net interest margin.

 

Foreign Exchange Fluctuations

 

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. The Chilean peso has been subject to significant devaluation in the past and may be subject to significant fluctuations in the future. The Central Bank exchange rate depreciated 16.5% in 2015 and 16.0% in 2014. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates.” A significant portion of our assets and liabilities are denominated in foreign currencies, principally the U.S. dollar, and we historically have maintained and may continue to maintain material gaps between the balances of such assets and liabilities. Our current strategy is not to maintain a significant difference between the balances of our assets and liabilities in foreign currencies. In 2015, 2014 and 2013, the Bank, in its spot position, held more liabilities than assets in foreign currencies, mainly the U.S. dollar, as a result of an ample supply of U.S. dollar deposits from companies that receive export revenues, foreign correspondent bank loans and bonds issued abroad. This difference is usually hedged using forwards and cross-currency swaps. Including derivatives, the Bank seeks to run no foreign currency risk in its non-trading balance sheet. Because such assets and liabilities, as well as interest earned or paid on such assets and liabilities, and gains and losses realized upon the sale of such assets, are translated to Chilean pesos in preparing our financial statements, our reported income is affected by changes in the value of the Chilean peso relative to foreign currencies (principally the U.S. dollar). The translation gain or loss over assets and liabilities (excluding derivatives held for trading) is included as foreign exchange transactions in the income statement. The translation and mark-to-market of foreign currency derivatives held for trading is recognized as a gain or loss in the net results from mark-to-market and trading. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—E. Market Risks—Foreign exchange fluctuations” for more detail on the Bank’s exposure to foreign currency.

 

The Bank also uses a sensitivity analysis with both internal limits and regulatory limits to seek to manage the potential loss in net interest income resulting from fluctuations of interest rates on U.S. dollar denominated assets and liabilities and a VaR model to limit foreign currency trading risk.

 

We also set an absolute limit on the size of Santander-Chile’s consolidated net foreign currency trading position. At December 31, 2015, the Bank’s consolidated net foreign currency position was equal to US$81.4 million. As the Bank’s non-trading portfolio has no net exposure to foreign currency risk, the Bank’s total exposure to foreign currency is reflected in the trading portfolio exposure to foreign currency. The Bank’s average exposure to foreign currency was US$42 million in 2015. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Volume limits.” The limit on the size of the net foreign currency position is determined by the Asset and Liability Committee and is calculated and monitored by our Market Risk and Control Department.

 

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Segmentation criteria

 

The accounting policies used to determine the Bank’s income and expenses by reporting segment are the same as those described in the summary of accounting policies in “Note 1—Summary of Significant Accounting Policies” of the Bank’s Consolidated Financial Statements, and are customized to meet the needs of the Bank’s management. The Bank earns most of its income in the form of interest income, fee and commission income and income from financial operations.

 

To evaluate a segment’s financial performance and make decisions regarding the resources to be assigned to segments, the Chief Operating Decision Maker (CODM) bases his assessment on the segment's interest income, fee and commission income, and expenses. Due to changes aimed at improving relations with its customers, streamlining processes and saving costs, the Bank has simplified its internal structure in 2015. For this reason, the disclosure has been simplified to reflect how the Bank is currently managed. The Bank’s reporting segments have three Chief Operating Decision Makers: (i) Director of Retail banking, (ii) the Director of the Middle-market segment and (iii) the Director of Global corporate banking, each of which report to our Chief Executive Officer. All reporting segment information is presented following this structure.

 

Due to changes aimed at allocating customers to the segment best capable of servicing them and streamlining processes, the Bank has modified its internal structure in 2015. This change in composition of the segments resulted in the following:

 

·commissions paid in “Net fee and commission income “were reassigned among segments to more appropriately reflect the distributions in accordance with the management of each segment;

 

·the effects of changes in foreign exchange rates of provisions were reallocated to the line item “Other” to more appropriately reflect the effects directly attributable to the respective segments; and

 

·the improvement of the allocation of interest costs at the time of placement of the loan.

 

Under IFRS 8, the Bank has aggregated operating segments with similar economic characteristics according to the aggregation criteria specified in the standard. A reporting segment consists of clients that are offered differentiated but, considering how their performance is measured, homogenous services based on IFRS 8 aggregation criteria, thus they form part of the same reporting segment. Overall, this aggregation has no significant impact on the understanding of the nature and effects of the Bank’s business activities and the economic environment. The information relating to 2014 and 2013 has been prepared using the above-mentioned current criteria so that the figures presented are comparable.

 

The Bank’s reportable segments are (i) Retail banking, (ii) Middle-market, (iii) Global Corporate Banking and (iv) Corporate Activities (“Other”).

 

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Results of Operations for the Years Ended December 31, 2015, 2014 and 2013

 

The following discussion is based upon and should be read in conjunction with the Audited Consolidated Financial Statements. The Audited Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB. The following table sets forth the principal components of our net income for the years ended December 31, 2015, 2014 and 2013.

 

   2015  2015  2014  2013  % Change
CONSOLIDATED INCOME STATEMENT DATA  (ThU.S.$)(1)  (Ch$ million)  2014 / 2013
IFRS:               
Interest income and expense                              
Interest income    2,947,143    2,085,988    2,227,018    1,871,204    (6.3%)   19.0%
Interest expense    (1,173,752)   (830,782)   (909,914)   (794,442)   (8.7%)   14.5%
Net interest income    1,773,391    1,255,206    1,317,104    1,076,762    (4.7%)   22.3%
Fees and income from services                              
Fees and commission income    569,229    402,900    366,729    346,120    9.9%   6.0%
Fees and commission expense    (233,502)   (165,273)   (139,446)   (116,284)   18.5%   19.9%
Total net fees and commission income    335,727    237,627    227,283    229,836    4.6%   (1.1%)
Financial transactions, net                              
Net income (expense) from financial operations    (646,930)   (457,897)   (159,647)   (20,289)   186.8%   686.9%
Net foreign exchange gain (loss)    852,495    603,396    272,212    144,726    121.7%   88.1%
Financial transactions, net    205,565    145,499    112,565    124,437    29.3%   (9.5%)
Other operating income    9,097    6,439    6,545    88,155    (1.6%)   (92.6%)
Net operating profit before provision for loan losses    2,323,780    1,644,771    1,663,497    1,519,190    (1.1%)   9.5%
Provision for loan losses    (564,110)   (399,277)   (354,903)   (371,462)   12.5%   (4.5%)
Net operating profit    1,759,670    1,245,494    1,308,594    1,147,728    (4.8%)   14.0%
Operating expenses                               
Personnel salaries and expenses    (546,854)   (387,063)   (338,888)   (308,344)   14.2%   9.9%
Administrative expenses    (311,572)   (220,531)   (205,149)   (188,191)   7.5%   9.0%
Depreciation and amortization    (75,747)   (53,614)   (44,172)   (61,074)   21.4%   (27.7%)
Impairment of property, plant and equipment    (30)   (21)   (36,664)   (244)   (99.9%)   14,926.2%
Other operating expenses    (82,974)   (58,729)   (58,946)   (52,338)   (0.4%)   12.6%
Total operating expenses    (1,017,177)   (719,958)   (683,819)   (610,191)   5.3%   12.1%
Net Operating income    742,493    525,536    624,775    537,537    (15.9%)   16.2%
Income from investments in associates and other companies    3,656    2,588    2,165    1,422    19.5%   52.3%
Income before tax    746,149    528,124    626,940    538,959    (15.8%)   16.3%
Income tax expense    (107,933)   (76,395)   (51,050)   (94,530)   49.6%   (46.0%)
Consolidated Net income for the year    638,216    451,729    575,890    444,429    (21.6%)   29.6%
Net income for the year attributable to:                              
Equity holders of the Bank    633,606    448,466    569,910    442,294    (21.3%)   28.9%
Non-controlling interests    4,610    3,263    5,980    2,135    (45.4%)   180.1%
                               
 
(1)Amounts stated in U.S. dollars at and for the year ended December 31, 2015 have been translated from Chilean pesos at the exchange rate of Ch$707.80 = U.S.$1.00 as of December 31, 2015. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates” for more information on exchange rate.

 

Results of operations for the years ended December 31, 2015 and 2014. Consolidated net income for the year ended December 31, 2015 decreased 21.6% to Ch$451,729 million. Our return on annualized average equity was 16.0% in 2015 compared to 21.0% in 2014.

 

In 2015, net operating profit before loan losses was Ch$1,644,771 million, a decrease of 1.1% compared to 2014. Our net interest income decreased 4.7% to Ch$1,255,206 million in 2015 compared to 2014. Our net interest margin decreased to 4.40% in 2015 from 4.92% in 2014. Net interest margins were negatively affected by the lower UF inflation rate in 2015 compared to 2014.

 

Net fees and commission income increased 4.6% to Ch$237,627 million in the twelve-month period ended December 31, 2015 compared to the same period in 2014. In 2015, the Bank continued to experience positive client base and product usage growth. This has driven growth of fees in Retail banking that rose 8.8% in 2015 and the Middle-market segment in which fees increased 5.5% in the period being analyzed. This was partially offset by the 31.8% decrease in fees from Global corporate banking which were negatively affected by the slower economic growth environment that lowered investment banking revenue.

 

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Total financial transactions, net, which is the sum of net income from financial operations and foreign exchange gain (loss), totaled Ch$145,499 million in the year ended December 31, 2015, an increase of 29.3% compared to the same period in 2014. These results include the results of our Treasury Division’s trading business and financial transactions with customers, as well the results of our non-client treasury operations, mainly the Financial Management Division. The results from our Client treasury business were flat compared to 2014 and totaled Ch$83,845 million. The results from Santander Global Connect and market-making mainly include the results from the sale of derivatives, foreign exchange and fixed income instruments to our client base. In 2015, the results from Santander Global Connect increased 20.2%. The depreciation of the peso and higher market volatility led to a larger demand for hedging from our Corporate and Middle-market clients, driving this income line. The results from market-making with client services decreased 31.0% in 2014, mainly due to lower business volumes of tailor-made treasury services sold to specific corporate clients.

 

Results from non-client treasury income in 2015 increased 114.6% and totaled Ch$61,654 million. This higher result was mainly due to larger realized gains from the available for sale portfolio. The results from our available for sale portfolio increased 241.1% in 2015 compared to 2014 and totaled Ch$23,655 million. This higher gain arose from the decline in long-term interest rates, especially in the first quarter of 2015.

 

Other operating income totaled a gain of Ch$6,439 million in the year ended December 31, 2015, a 1.6% decrease compared to 2014. The main reasons for this decrease was lower income received from assets received in lieu of payment which decreased 12.7%.

 

Provisions for loan losses, net of recoveries totaled Ch$399,277 million in 2015 and increased 12.5% compared to the amount of provisions recorded in 2014. Provision for loan losses totaled Ch$454,462 million in 2015 compared to Ch$403,069 million in 2014 and increased 12.8%.

 

Provisions established for the Bank’s consumer loans increased by 27.8% to Ch$230,811 million in 2015 compared to 2014. This rise was mainly due to the release of consumer provisions of Ch$26,563 million during the second half of 2014 as a result of a re-calibration of the allowances model for consumer loans. Excluding this effect in 2014, consumer loan loss provisions grew 11.4%. This rise was mainly due to: (i) consumer loan growth, which reached 5.9% year over year in 2015 compared to 2014, and (ii) greater charge-offs of consumer loans assessed on a group basis. In light of lower economic growth, the Bank restricted renegotiations of consumer loans for customers presenting payment difficulties and this resulted in higher charge-offs.

 

Provision expense in commercial lending decreased 3.1% in 2015 compared to 2014. During the second half of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank updated its allowances model for commercial loans analyzed on a group basis. This resulted in the recognition of Ch$45,141 million in provisions for our commercial loan book in 2014. Excluding this impact, provisions for commercial loans grew 24.6% in the period being analyzed. This rise was mainly due to higher provisions in Global corporate banking as the Bank downgraded various corporate clients affected by the slower economic environment, but which have not yet entered non-performing status. On the other hand, improvements in asset quality of middle-market and SME customers in the retail banking segment led to an improvement in commercial NPLs and impaired loans. The total NPL ratio in commercial loans decreased from 3.0% in 2014 to 2.6% in 2015 mainly due to improvements in asset quality of the middle-market customers and SMEs in the retail banking segment. The impaired commercial loan ratio reached 7.1% in 2015 compared to 7.2% at year-end 2014 due to improvements in asset quality among SME clients in retail banking.

 

Provisions for mortgage loans increased 48.1% in 2015 compared to 2014. This rise was mainly due to: (i) mortgage loan growth, which increased 17.8% in the period being analyzed, and (ii) greater charge-offs of mortgage loans. In light of lower economic growth, the Bank has been restricting the renegotiations of mortgage loans for customers presenting payment difficulties and this resulted in higher charge-offs. This is also leading to higher recoveries, which in the case of mortgage loans, increased 27.7% in 2015 compared to 2014. The Bank also focused mortgage loan growth on higher income earners that in general are less risky. As a result of the change in the loan mix and the higher charge-offs, mortgage loan asset quality improved in 2015 compared to 2014. Mortgage loan asset quality improved in 2015 compared to 2014. The non-performing ratio for mortgage loans declined from 2.7% in 2014 to 2.1% in 2015. The impaired mortgage loans ratio also improved from 5.6% in 2014 to 5.1% in 2015.

 

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Additionally, the lower economic growth in 2015 resulted in a rise in charge-off of loans analyzed on an individual basis that totaled Ch$12,955 million in 2015 and rose 19.8% compared to 2014.

 

Recoveries on loans previously charged-off increased 15.5% in 2015 compared to 2014 (see “Provision for loan losses” in the table above). This was due to higher recoveries of charged-off commercial and residential mortgage loans mainly due to improved recovery efforts, especially in the Middle-market segment. As the Bank has improved the asset quality in consumer lending, the growth rate of recoveries has also diminished.

 

As a result of the factors mentioned above, net operating profit decreased 4.8% in 2015 compared to 2014 and totaled Ch$1,245,494 million.

 

Operating expenses increased 5.3% compared to 2014. The efficiency ratio was 43.8% in 2015 compared to 41.1% in 2014. The 14.2% increase in personnel salaries and expenses was mainly due to an increase in personnel compensation, higher severance payments and greater costs related to benefits included in the Bank’s collective bargaining agreement. Severance payments increased 222.4% to Ch$34,051 million. The Bank in 2015 executed a program to eliminate high level management positions in order to mitigate cost growth which entailed greater severance payments. In March 2014, a new collective bargaining agreement was signed with the main unions, which became effective on October 1, 2014, and which will expire on December 31, 2018. This resulted in an increase in certain benefits related to the Bank’s health insurance fund and other benefits.

 

Administrative expenses increased 7.5% in the year ended December 31, 2015 compared to the corresponding period in 2014. The increase in administrative expenses was mainly due to the 14.3% increase in maintenance, repair of property, plant and equipment, which totaled Ch$20,002 million. In 2015, the Bank continued to refurbish branches, open new Santander Select branches, expand the number of Middle-market centers and close Santander Banefe branches and other payment centers.

 

Impairment charges totaled Ch$21 million in 2015 compared to Ch$36,664 million in 2014. In 2014, the Bank initiated a plan to transform its business and operating model with a better focus on the client. In 2014, the Bank evaluated a number of applications that were in use or in development and tested them for impairment. Following the testing, in accordance with IAS 36, the Bank has recognized an impairment of Ch$36,556 million in 2014 due to the abandonment of unnecessary systems.

 

Depreciation and amortization expense increased 21.4% in 2015 compared to 2014 and totaled Ch$53,614 million. This rise was mainly due to the increase in depreciation of equipment that reached Ch$18,417 million in 2015 compared to Ch$12,331 million in 2014. This in line with the greater investments in hardware and other equipment as the Bank modernizes its branch network and systems.

 

Other operating expenses were Ch$58,729 million in 2015, a 0.4% decrease compared to 2014. In 2015, customer service expenses, which are related to our phone banking service, decreased 60.6% due to cost restructurings. Additionally in 2015, the Bank had less expenses related to adopting chip technology on cards. These lower other operating expenses were offset by greater provisions for assets received in lieu of payment.

 

Total income tax expense in 2015 totaled Ch$76,395 million a 49.6% increase compared to 2014. This rise was mainly due to the higher effective tax rate paid by the Bank, which in 2015 reached 14.5% compared to 8.1% in 2014. The higher effective tax rate was mainly due to the higher statutory corporate tax rate which increased from 21% in 2014 to 22.5% in 2015. In 2015, the Bank also recognized lower credits from deferred tax assets that totaled Ch$10,600 million in 2015 compared to Ch$39,262 million in 2014. Finally, the lower CPI inflation rate in 2015 compared to 2014 also resulted in higher income tax expense since the Bank, for Chilean tax purposes, must re-value its capital each year for the variation in CPI inflation.

 

Results of operations for the years ended December 31, 2014 and 2013. Consolidated net income for the year ended December 31, 2014 increased 29.6% to Ch$575,890 million. Our return on annualized average equity was 21.4% in 2014 compared to 18.9% in 2013.

 

In 2014, net operating profit before loan losses was Ch$1,663,497 million, an increase of 9.5% compared to 2013. Our net interest income increased 22.3% to Ch$1,317,104 million in 2014 compared to 2013. The average balance of our interest-earning assets increased by 15.0% in 2014 compared to 2013. Our net interest margin increased to 4.92% in 2014 compared to 4.63% in 2013. Net interest margins were positively affected by the increase of the average nominal rate we earned on our interest earning assets. This was mainly due to a rise in the

 

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UF inflation rate in 2014 compared to 2013 and higher loan yields in Companies and institutions and Global banking and markets. This was only partially offset by the negative impact of maximum rate regulation on consumer loan yields, a lower interest rate environment and loan growth focused in lower yielding, but less risky segments.

 

Net fees and commission income decreased 1.1% to Ch$227,283 million in the twelve-month period ended December 31, 2014 compared to the same period in 2013. In 2014, the Bank continued to experience positive client base and product growth. These positive commercial efforts continued to be offset by regulations that lowered fees from brokering mandatory insurance for mortgage loans (mainly fire and earthquake insurance) and the difficulties in increasing fees following stricter regulations issued by the SERNAC Financiero, the newly formed consumer protection agency for financial services.

 

Total financial transactions, net, which is the sum of net income from financial operations and foreign exchange profit (loss), totaled Ch$112,565 million in the year ended December 31, 2014, a decrease of 9.5% compared to the same period in 2013. These results include the results of our Treasury Division’s trading business and financial transactions with customers, as well the results of our non-client treasury operations, mainly the Financial Management Division. The positive results from our client Treasury business, which increased 6.0% compared to 2013 and totaled Ch$83,837 million, were offset by a 36.6% decrease in results from non-client treasury income, which totaled a gain of Ch$28,728 million in 2014. The fall in results from non-client treasury income was mainly due to lower gains obtained from short-term interest rate differential between the U.S. dollar and Chilean peso. The Bank has a greater spot position in liabilities denominated in foreign currency as compared to assets. These principally U.S. dollar-denominated liabilities are hedged through derivatives, leaving minimal foreign currency exposure, but this does result in a short-term interest rate differential between the U.S. dollar and Chilean peso, which produces the financial result discussed here. This result is positive when interest rates in the United States are trending up and local rates are falling and is negative when the opposite occurs. In 2014 and 2013, local rates decreased relative to U.S. rates, but this impact was more significant in 2013 when the end of quantitative easing was announced.

 

Other operating income totaled a gain of Ch$6,545 million in the year ended December 31, 2014, a 92.6% decrease compared to 2013. The main reasons for this decrease was the gain of Ch$78,122 million recognized from the sale of our asset management subsidiary, Santander Asset Management S.A. Administradora General de Fondos in 2013.

 

Provisions for loan losses, net of recoveries totaled Ch$354,903 million in 2014 and decreased 4.5% compared to the amount of provisions recorded in 2013. This decrease was mainly due to better asset quality in consumer and mortgage lending.

 

Provisions established for the Bank’s consumer loans decreased by 19.0% to Ch$180,666 million in 2014 compared to 2013. The non-performing ratio for consumer loans declined from 2.6% in 2013 to 2.5% in 2014 and the impaired mortgage loans ratio also improved from 9.7% in 2013 to 9.3% in 2014. This reduction in provision expense in consumer lending was also due to the ongoing improvement performed on the allowances models for consumer loans analyzed on a group basis. The model was calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of the advancement of the models’ governance allowing technical and decisional approvals at different points of the approval process, more robust statistical processes and more historical information, allowing stronger parameters of the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes resulted in a reversal of provisions for consumer loans of Ch$26,563 million in 2014.

 

Provisions for mortgage loans decreased 44.9% in 2014 compared to 2013. The non-performing ratio for mortgage loans declined from 2.8% in 2013 to 2.7% in 2014 and the impaired mortgage loans ratio also improved from 5.7% in 2013 to 5.6% in 2014.

 

This reduction in provision expense in consumer lending was offset by the 29.1% rise in provision for loan losses in commercial lending, which totaled Ch$203,454 million in 2014. This was mainly due to the ongoing improvement performed on the allowances models for commercial loans analyzed on a group basis. The model was calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of the advancement of the models’ governance allowing technical and decisional approvals at different points of the approval process, more robust statistical processes and more historical information, allowing stronger parameters of the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes resulted in an increase in provisions for commercial loans of Ch$45,141 million in 2014.

 

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Additionally, the lower economic growth in 2014 resulted in a rise in charge-off of loans analyzed on an individual basis that totaled Ch$10,811 million in 2014 and rose 33.9% compared to 2013.

 

Recoveries on loans previously charged-off increased 6.7% in 2014 compared to 2013. This was due to higher recoveries of charged-off commercial loans, a result of higher recovery of charge-offs in the SME segment.

 

As a result of the factors mentioned above, net operating profit increased 14.0% in 2014 compared to 2013 and totaled Ch$1,308,594 million.

 

Operating expenses increased 12.1% compared to 2013. The efficiency ratio was 41.1% in 2014 compared to 40.2% in 2013. The 9.9% increase in personnel salaries and expenses was mainly due to higher salaries and bonuses. Total salary expenses and bonuses increased 9.4% in 2014 compared to 2013, totaling Ch$290,509 million.

 

Administrative expenses increased 9.0% in the year ended December 31, 2014 compared to the corresponding period in 2013. The increase in administrative expenses was mainly due to the 13.9% increase in maintenance, repair of property, plant and equipment, which totaled Ch$17,498 million and the 7.6% rise in security services expenses that totaled Ch$17,089 million. In 2014, the Bank continued to refurbish branches, open new Santander Select branches and close Santander Banefe branches.

 

Depreciation and amortization expense decreased 27.7%, mainly due to the lower depreciation and amortization of intangible assets. In 2014, the Bank, following an extensive analysis of its intangible assets, performed an extraordinary charge-off of those intangible assets, mainly software, that were obsolete or were not contributing to the Bank’s business or earnings.

 

Impairment charges increased 14,926.2% in 2014 compared to 2013 and totaled Ch$36,664 million. The Bank, in its strategic objectives, initiated a plan to transform its business and operating model with a better focus on the client. Therefore, there have arisen a number of new requirements for the Bank to adapt to changing customer demands and establish new ways to interact with customers. In conjunction with this change in strategic focus, we tested a number of applications that were in use or in development for impairment. Following the testing, in accordance with IAS 36, the Bank has recognized an impairment of Ch$36,556 million in 2014.

 

Other operating expenses were Ch$58,946 million in 2014, a 12.6% increase compared to 2013. This increase was mainly due to higher provisions for contingencies that totaled Ch$13,080 million in 2014 compared to Ch$5,805 million in 2013. Compared to 2013, the rise in provision for contingencies was due to Ch$5 billion for future severance payments and Ch$2.4 billion for future costs related to chip technology for cards. This reflects the pending expense for customers that have yet to change their debit or credit card with the new chip technology, which is an on-going process. See “Note 33—Other operating income and expenses” and “Note 20-Provisions” to our Audited Consolidated Financial Statements for more detail on Other operating expenses.

 

Total income tax expense in 2014 totaled Ch$51,050 million a 46.0% decrease compared to 2013. The Bank paid an effective tax rate of 8.1% in 2014 compared to 17.5% in 2013. The Chilean Government enacted in 2014 a reform to the corporate tax structure. The statutory corporate tax rate increased from 20% to 21% in 2014 and will rise to 22.5% in 2015. By the end of 2016 a corporation’s shareholders must opt between two new tax systems for a minimum period of five years. In one, the statutory income tax rate will rise to 24% in 2016 and 25% in 2017 and onward. In the other system, the statutory tax rate will rise to 25.5% in 2016 and 27% in 2017 and onward.

 

The lower effective tax rate was mainly due to the fact that income tax expenses in 2014 included a one-time non-cash gain of Ch$39,262 million from the re-adjustments made to the Bank’s deferred tax asset base following passage of the new tax law. The Bank has more deferred tax assets than liabilities. This gain arises from the difference between the Bank’s accounting and tax books regarding how provisions and charge-offs are recognized. When the statutory rates were modified, the Bank’s net deferred tax assets increased as the future tax rates used to calculate this asset were gradually increased from 20% to 27%. Also, higher CPI inflation resulted in a greater revaluation of our capital, which resulted in a lower effective tax rate.

 

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Net interest income

 

   Year ended December 31,  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$, except percentages)
Retail banking    873,026    833,139    865,220    4.8%   (3.7%)
Middle-market    229,812    200,675    193,454    14.5%   3.7%
Total commercial banking    1,102,838    1,033,814    1,058,674    6.7%   (2.3%)
Global corporate banking    85,553    71,992    72,659    18.8%   (0.9%)
Other (1)    66,815    211,298    (54,571)   (68.4%)   --% 
Net interest income    1,255,206    1,317,104    1,076,762    (4.7%)   22.3%
Average interest-earning assets    28,523,005    26,759,696    23,267,735    6.6%   15.0%
Average non-interest-bearing demand deposits    5,719,889    5,386,272    4,620,849    6.2%   16.6%
Net interest margin (2)    4.40%   4.92%   4.63%          
Average shareholders’ equity and average non-interest-bearing demand deposits to total average interest-earning assets    29.9%   30.2%   30.0%          
 
(1)Consists mainly of net interest income from the Financial Management Division and the cost of funding our fixed income trading portfolio. Each segment obtains funding from its clients. Any surplus deposits are transferred to the Financial Management Division, which in turn makes such excess available to other areas that need funding. The Financial Management Division also sells the funds it obtains in the institutional funding market at a transfer price equal to the market price of the funds.

 

(2)Net interest margin is net interest income divided by average interest-earning assets.

 

For the years ended December 31, 2015 and 2014. Our net interest income totaled Ch$1,255,206 million in the year ended December 31, 2015, a decrease of 4.7% from Ch$1,317,104 million in 2014. Average interest earning assets increased 6.6% in the same period, driven mainly by lending in the Retail banking and Middle-market segments. Net interest margin in 2015 was 4.40% compared to 4.92% in 2014. Net interest margins were negatively affected by the decrease of the average nominal rate we earned on our interest earning assets. This was mainly due to a decrease in the UF inflation rate in 2015 compared to 2014, which in turn lowered the average nominal rate earned on UF denominated interest earning assets. This impact is more relevant than the decrease in funding cost of liabilities linked to the UF since the Bank has more assets than liabilities linked to the UF. We also earned a lower nominal rate on our peso-denominated interest earning assets. This was mainly due to loan growth focused in lower yielding, but less risky loans. This was reflected in the decrease in the average nominal interest rate earned on our peso denominated consumer loans that decreased from 17.2% in 2014 to 14.0% in 2015.

 

Average nominal interest rate earned on interest earning assets  2015  2014  2013
Ch$    9.6%   10.3%   11.7%
UF    7.6%   9.3%   6.5%
Foreign currencies    1.8%   1.5%   1.7%
Total    7.3%   8.3%   8.0%

 

The average rate paid on our interest bearing liabilities decreased from 4.7% in 2014 to 4.0% in 2015. This was mainly due to a lower rate paid on UF denominated liabilities as a result of the lower UF inflation in the year. As a result, the average nominal rate paid on interest bearing liabilities denominated in UF decreased to 7.2% in 2015 compared to 8.4% in 2014. At the same time and despite rising short-term interest rates, the average nominal rate paid on peso denominated interest bearing liabilities also decreased from 6.0% in 2014 to 4.4% in 2015, reflecting positive management of time deposits costs with our clients.

 

Average nominal interest rate paid on interest bearing liabilities  2015  2014  2013
Ch$    4.4%   6.0%   6.0%
UF    7.2%   8.4%   5.9%
Foreign currencies    1.3%   0.7%   1.9%
Total    4.0%   4.7%   4.6%

 

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The changes in net interest income by segment in 2015 as compared to 2014 were as follows:

 

·Net interest income from Retail banking increased 4.8%, mainly as a result of the 12.1% increase in loan volumes in this segment. The Bank focused growth in the high end of this segment in order to focus on margins net of risks, especially considering that in 2015 economic growth slowed. As a result, the highest growing loan product was residential mortgage loans that have a lower yield compared to consumer loans. At the same time, the focus on high income earners also resulted in a reduction of the rate earned on consumer loans.

 

·Net interest income from the Middle-market segment increased 14.5% in 2015, mainly as a result of the 10.3% increase in loans in this segment. This segment was of significant strategic focus in 2015 as the Bank increased business volumes in this segment both in lending and non-lending services.

 

·Net interest income from Global corporate banking increased 18.8% in 2015 despite a 1.1% decrease in loan volumes. Loan yields in this segment improved as alternative sources of funds for Chilean corporates, especially from foreign sources, became more expensive. This segment also saw an improvement in cash management services that improved the funding mix.

 

·Other net interest income consists mainly of net interest income from the available for sale investment portfolio and deposits in the Central Bank and the financial cost of supporting our cash position and investment portfolio for trading, the interest income from which is recognized as net income from financial operations and not interest income. The result of the Bank’s inflation gap is also included in this line. The net interest income included as “other” totaled a gain of Ch$211,298 million in 2014 compared to a loss of Ch$54,571 million in 2013. The higher gain in 2014 can be explained by the greater UF inflation in 2014 compared to previous periods and the greater UF gap in 2014. The lower variation of the UF gap resulted in Ch$99,280 million less net interest income (See Item 5A-Impact of Inflation). Other net interest income was also negatively affected by lower net interest income from the Bank’s liquidity position, especially the portion denominated in U.S. dollars. This was mainly due to the low interest rate environment observed globally. The ALCO’s net interest income derived from its liquidity portfolio, and excluding the impact of inflation, was Ch$66,096 million in 2015 compared to Ch$98,469 million in 2014.

 

The following table shows our balances of loans and accounts receivable from customers and interbank loans by segment at the dates indicated.

 

   Year ended December 31,  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$, except percentages)
Retail banking    17,034,707    15,191,808    13,703,528    12.1%   10.9%
Middle-market    6,006,282    5,443,983    5,035,780    10.3%   8.1%
Global corporate banking    2,178,643    2,201,913    2,268,440    (1.1%)   (2.9%)
Other (1)    81,125    54,945    53,013    47.6%   3.6%
Total loans    25,300,757    22,892,649    21,060,761    10.5%   8.7%
 
(1)Includes interbank loans.

 

For the years ended December 31, 2014 and 2013. Our net interest income totaled Ch$1,317,104 million in the year ended December 31, 2014, an increase of 22.3% from Ch$1,076,762 million in 2013. Average interest earning assets increased 15.0% in the same period, driven mainly by lending in the Middle-market and Retail banking segments. Net interest margin in 2014 was 4.92% compared to 4.63% in 2013. Net interest margins were positively affected by the increase of the average nominal rate we earned on our interest earning assets. This was mainly due to a rise in the UF inflation rate in 2014 compared to 2013 and higher loan yields in the Middle-market segment and Global corporate banking. As financing sources from abroad became more expensive for Chilean companies, this permitted higher loan yields locally. This was only partially offset by the negative impacts of maximum rate regulation on consumer loan yields, a lower interest rate environment and loan growth focused in lower yielding, but less risky segments.

 

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The average rate paid on our interest bearing liabilities increased from 4.6% in 2013 to 4.7% in 2014. This was mainly due to a higher rate paid on UF denominated liabilities as a result of the higher UF inflation in the year. The Bank’s funding mix also improved in 2014. The ratio of average shareholders’ equity and average non-interest bearing demand deposits to total average interest earning assets increased from 30.0% in 2013 to 30.2% in 2014. Average non-interest bearing demand deposits increased 16.6% in 2014 compared to 2013.

 

The changes in net interest income by segment in 2014 as compared to 2013 were as follows:

 

·Net interest income from Retail banking decreased 3.7% in 2014 compared to 2013. The Bank focused growth in the high-income earners of this segment in order to focus on margins net of risks, especially considering that in 2014 the new maximum rate legislation was going to begin to affect the low end of the consumer market.

 

·Net interest income from the Middle-market segment increased 3.7% in 2014, mainly as a result of the 8.1% increase in loans to this segment and an improved funding mix. This segment was of significant strategic focus in 2014 as the Bank increased business volumes in this segment both in lending and non-lending while maintaining positive asset quality indicators in this segment.

 

·Net interest income from Global corporate banking decreased 0.9% in 2014 due to a 2.9% decrease in loan volumes.

 

·Other net interest income consists mainly of net interest income from the available for sale investment portfolio and deposits in the Central Bank and the financial cost of supporting our cash position and investment portfolio for trading, the interest income from which is recognized as net income from financial operations and not interest income. The result of the Bank’s inflation gap is also included in this line. The net interest income included as “other” totaled a gain of Ch$211,298 million in 2014 compared to a loss of Ch$54,571 million in 2013. The higher gain in 2014 can be explained by the greater UF inflation in 2014 compared to previous periods and the greater UF gap in 2014. The lower variation of the UF gap resulted in Ch$99,280 million less net interest income (See Item 5A—Impact of Inflation). Other net interest income was also negatively affected by lower net interest income from the Bank’s liquidity position, especially the portion denominated in U.S. dollars. This was mainly due to the low interest rate environment observed globally. The ALCO’s net interest income derived from its liquidity portfolio, and excluding the impact of inflation, was Ch$66,096 million in 2015 compared to Ch$98,469 million in 2014.

 

Fee and commission income

 

For the years ended December 31, 2015 and 2014. Net fees and commission income increased 4.6% to Ch$237,627 million in the twelve-month period ended December 31, 2015 compared to the same period in 2014. In 2015, the Bank continued to experience positive client base and product growth that drove fee growth in various products. The following table sets forth certain components of our income from services (net of fees paid to third parties directly connected to providing those services, principally fees relating to credit card processing and ATM network administration) in the years ended December 31, 2015, 2014 and 2013.

 

   Year ended December 31,  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Credit, debit and ATM cards    46,066    43,161    39,325    6.7%   9.8%
Collections    30,399    35,355    45,190    (14.0%)   (21.8%)
Insurance brokerage    39,252    34,695    32,253    13.1%   7.6%
Letters of credit    35,276    32,403    30,131    8.9%   7.5%
Checking accounts    30,291    29,031    28,044    4.3%   3.5%
Custody and brokerage services    8,685    8,307    6,195    4.6%   34.1%
Lines of credit    6,597    7,015    7,025    (6.0%)   (0.1%)
Asset management            31,154        (100.0%)
Others    41,061    37,316    10,519    10.0%   254.7%
Total fees and commission income, net    237,627    227,283    229,836    4.6%   (1.1%)

 

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Fees from credit, debit and ATM cards increased by 6.7% in 2015, reflecting the positive growth of the usage of the Bank’s credit and debit cards. Active credit cards totaled 1,936,697 as of October 2015, the latest market data available and increased 3.1% compared to the same period in 2014.

 

Fees from collections decreased by 14.0% in 2015 compared to 2014. In 2015, we once again auctioned to the lowest bidder the mandatory insurance products that are sold with mortgage loans. This negatively impacted collection fees where this income is recognized.

 

Insurance brokerage fees increased 13.1% as business volumes recovered in line with a recovery in client and product growth.

 

Fees from letters of credit and other contingent operations increased 8.9% in 2015. This increase was mainly due to positive performance of our international and foreign trade financing businesses with clients and also due to the depreciation of the peso against the U.S. dollar since this business is mainly transacted in foreign currency.

 

Fees from checking accounts increased 4.3% in 2015 compared to 2014. This was mainly due to a rise in the Bank’s checking account base. According to the latest data published by the SBIF as of December 2015, the Bank’s checking accounts totaled 852,492 compared to 815,182 in 2014 or a growth of 5.5%. Higher checking account balances both in retail banking as well as an increase in corporate cash management services also boosted fee growth in this product.

 

Brokerage and custody fees increased 4.6% in 2015 as compared to 2014. Despite lack luster performance of local equity markets, which hurt brokerage activity, the depreciation of the peso against the dollar positively affected brokerage and custody fees. The Bank also saw an increase in custody services with corporate clients.

 

Fees from lines of credit decreased 6.0% in 2015 compared to 2014. Lower spending on behalf of individuals resulted in less usage of lines of credit attached to checking accounts. At the same time, as the Bank continued to de-risk its retail loan book, it reduced its exposure of lines of credit among low income earners.

 

Fees from our asset management business totaled Ch$0 in 2015 and 2014. In December 2013, our Asset Management business was sold. In 2014 and 2015, the Bank continued to broker asset management products for Santander Asset Management. These brokerage fees are included as other income from fees.

 

The rise in other fee income of 10.0% in 2015 compared to 2014 was mainly due to higher fees from the brokerage of asset management services. As mentioned in the paragraph above, the Bank is no longer in the asset management business, but serves as an exclusive broker for Santander Asset Management, the acquirer of our asset management business. In 2015, asset management brokerage fees totaled Ch$36,182 million and increased 16.8% compared to 2014. The positive growth of our client base among high income earners led to higher brokerage fees of asset management products.

 

The following table sets forth, for the periods indicated our fee income broken down by segment and sub-segment for the periods indicated:

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Retail banking   190,380    175,007    184,766    8.8%   (5.3%)
Middle-market   28,537    27,055    29,199    5.5%   (7.3%)
Global corporate banking   15,231    22,338    17,432    (31.8%)   28.1%
Other   3,479    2,883    (1,561)   20.7%   --% 
Total fees and commission income, net   237,627    227,283    229,836    4.6%   (1.1%)

 

Fees from Retail banking increased 8.8% in 2015 compared to 2014. Since mid-2013, the Bank has been executing a profound overhaul of its Client Relationship Management (CRM) systems, client service and other changes to its commercial team front-office functions, which has continued to increase product sales and usage. This has led to high fee growth among retail bank clients, especially cards, insurance brokerage, brokerage of asset management products and checking accounts. Total retail clients reached 3.38 million at year-end 2015 and increased 1.6%. Total retail clients with a checking account increased 6.4% to 692,359 and loyal retail clients (a new internal measure that considers the amount of products a client has, uses and their profitability) increased 4.8% to 519,889 by year-end 2015.

 

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The 5.5% increase in fees from the Middle-market segment was mainly due to the positive expansion of business volumes in this segment, which led to greater product usage.

 

Fees from the Global corporate banking segment decreased 31.8% in 2015 compared to 2014. In 2015, this segment saw a reduction in investment banking activities such as bond issuances and financial advisory, mainly due to the slower economic growth.

 

For the years ended December 31, 2014 and 2013. Net fees and commission income decreased 1.1% to Ch$227,283 million in the twelve-month period ended December 31, 2014 compared to the same period in 2013. In 2014, the Bank continued to experience positive client base and product growth. These positive commercial efforts continued to be offset by regulations that lowered fees from collecting mandatory insurance for mortgage loans (mainly fire and earthquake insurance) and the difficulties in increasing fees following stricter regulations issued by the SERNAC Financiero, the newly formed consumer protection agency for financial services. See “Item 3. Key Information—D. Risk Factors—Chile’s banking regulatory and capital markets environment is continually evolving and may change.”

 

Fees from credit, debit and ATM cards increased by 9.8% in 2014, reflecting the positive growth of the usage of the Bank’s credit and debit cards. Active credit cards totaled 1,877,589 at year-end 2014 and increased 3.3% compared to year-end 2013.

 

Fees from collections decreased by 21.8% in 2014 compared to 2013. In 2014, we once again auctioned to the lowest bidder the mandatory insurance products that are sold with mortgage loans. This negatively impacted collection fees where this income is recognized. At the same time in 2014, per new regulations, we began provisioning as a fee expense a portion of the life insurance fees collected by the Bank on behalf of insurance companies. We provisioned a total of Ch$6.8 billion of such fees in 2014. Several of the loan products that the Bank sells, mainly consumer and mortgage loans, are sold with a life insurance that covers the value of the loan in case of death. This insurance premium is collected by the Bank on behalf of insurance companies upfront at the moment the loan is originated to cover a period equal to the maturity of the loan. Therefore, if the client pre-pays the loan, we must return to the insurance company a portion of the fee collected. Insurance brokerage fees increased 7.6% as business volumes recovered in line with a recovery in client and product growth.

 

Fees from letters of credit and other contingent operations increased 7.5% in 2014. This increase was mainly due to positive performance of our international and foreign trade financing businesses with clients and also due to the depreciation of the peso against the U.S. dollar since this business is mainly transacted in foreign currency.

 

Fees from checking accounts increased 3.5% in 2014 compared to 2013. This was mainly due to a rise in the Bank’s checking account base. According to the latest data published by the SBIF as of November 2014, the Bank’s checking accounts totaled 815,182 compared to 772,436 in 2013 or a growth of 5.5%. This was due in part to the implementation of an improved customer relationship management system and better quality of service standards. Higher checking account balances both in retail banking as well as an increase in corporate cash management services also boosted fee growth in this product.

 

Brokerage and custody fees increased 34.1% in 2014 as compared to 2013. Despite lack luster performance of local equity markets, which hurt brokerage activity, the depreciation of the peso against the dollar positively affected brokerage and custody fees. At the same time the placing of local fixed income instruments on behalf of our clients drove income in this product as well.

 

Fees from lines of credit were essentially flat compared to 2013. Fee income from this product has stabilized as the client base expanded in 2014. This following various years of decline due to regulations, a decrease in lines of credit as the Bank reduced its exposure to clients with unhealthy financial behavior and restrictions on the increase of fees following the creation of the SERNAC Financiero.

 

Fees from our asset management business totaled Ch$0 in 2014. In December 2013, our Asset Management business was sold. In 2014, the Bank continued to broker asset management products for Santander Asset Management. These brokerage fees are included as other income from fees.

 

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The rise in other fee income of 254.7% in 2014 compared to 2014 was mainly due to higher fees from the brokerage of asset management services. As mentioned in the paragraph above, the Bank is no longer in the asset management business, but serves as an exclusive broker for Santander Asset Management, the acquirer of our asset management business. In 2014, asset management brokerage fees totaled Ch$30,984 million.

 

By reporting segment fee income evolution was the following during 2014:

 

Fees from our Retail banking segment decreased 5.3% in 2014 compared to 2013. This was mainly due to several regulations that affected fee income in 2014, mainly collection fees. Additionally, fees in this segment were impacted by the SERNAC Financiero’s restrictions on the increase of fees and the new regulations regarding the selling of mandatory insurance for mortgage loans. At the same time, the Bank has de-emphasized growth among low income earners, which resulted in lower business activity and client growth in this segment, which is mainly dedicated to banking lower income individuals that generate high levels of fees.

 

The 7.3% decrease in fees in the Middle-market segment reflects the timid increase in business activity in general in line with the overall growth of the economy in 2014 and the negative impact of insurance brokerage fee regulations.

 

Fees from Global corporate banking increased 28.1%. In 2014, this segment saw an important increase in cash management services, custody, financial advisory and other corporate services. Despite lower GDP growth in 2014, many Chilean companies performed various important transactions locally with the Bank.

 

Other income fee income that was not attributed to any business segment totaled a gain of Ch$2,883 million in 2014 compared to a loss of Ch$1,561 million in 2013. This improvement was mainly due to the fact that in 2014 various fee expenses that were not previously assigned to any specific reporting segment were distributed among the different lines of business.

 

Financial transactions, net

 

The following table sets forth information regarding our income (loss) from financial transactions for the years ended December 31, 2015, 2014 and 2013.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Net income from financial operations    (457,897)   (159,647)   (20,289)   186.8%   686.9%
Foreign exchange profit (loss), net    603,396    272,212    144,726    121.7%   88.1%
Total financial transactions, net    145,499    112,565    124,437    29.3%   (9.5%)

 

For the years ended December 31, 2015 and 2014. Total financial transactions, net, which is the sum of net income from financial operations and foreign exchange profit (loss), totaled Ch$145,499 million in the year ended December 31, 2015, an increase of 29.3% compared to the same period in 2014. These results include the results of our Treasury Division’s trading business and financial transactions with customers, as well the results of our Financial Management Division.

 

Net income from financial operations was a loss of Ch$457,897 million in 2015 compared to a loss of Ch$159,647 million in 2014.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Derivatives classified as trading    (503,981)   (224,015)   (68,201)   125.0%   228.5%
Trading investments    21,505    45,952    29,985    (53.2%)   53.2%
Sale of loans    863    6,070    3,177    (85.8%)   91.1%
Available-for-sale instruments sales    23,655    6,934    10,258    241.1%   (32.4%)
Other results    61    5,412    4,492    (98.9%)   20.5%
Net income (loss) from financial operations    (457,897)   (159,647)   (20,289)   186.8%   686.9%

 

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The higher loss from financial operations in 2015 compared to 2014 was mainly due to:

 

(i)Higher losses from derivatives classified as trading. In 2015, the average yearly exchange rate depreciated 14.8%. Movements in foreign currency affect this line item because it includes the valuation adjustments of our derivatives classified as trading. The Bank’s spot position includes all assets and liabilities in foreign currency and assets and liabilities in Ch$ linked to U.S.$ that are not derivatives. Internal policy prohibits us from opening a large exposure in foreign currency, but we usually have more liabilities in foreign currency (mainly US$) than assets in our spot position due to our long-term funding in foreign currency and deposits denominated in foreign currencies from Chilean exporters. This net foreign currency liability spot position is hedged using different instruments. Our long-term foreign currency funding is hedged with cross-currency swaps that are matched and are accounted under hedge accounting rules. Therefore, the liability and the corresponding hedge are recognized in foreign exchange profits, described below and not in this line item. Excluding this part of our funding in foreign currency, we are left with the foreign currency deposits and other short-term foreign currency funding mechanisms, which are smaller than the foreign currency assets, mainly cash. This difference is hedged with derivatives that are accounted as trading derivatives and since the size of our cash position in U.S. dollars (see Note 4a of our Audited Consolidated Financial Statements) increased, the amount of derivatives hedging this position also rose and the loss from derivatives classified as trading rose. For more details, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—E. Market Risks—Market risk management— Market risk – local and foreign financial management.”

 

(ii)The 53.2% lower gain from trading investments was mainly due to the lower UF inflation rate in 2015 compared to 2014. In this line item the mark-to-market and interest income of the trading fixed income portfolio are recognized. In 2015, the lower UF inflation decreased interest from this portfolio. This explains the 53.2% increase in results from the trading portfolio compared to 2014, which totaled Ch$21,505 million.

 

(iii)The results from our available for sale portfolio increased 241.1% in 2015 compared to 2014. This was mainly due to higher realized gains from our available for sale fixed income portfolio, especially in the first quarter of 2015 when long-term interest rates declined sharply.

 

The net result from foreign exchange transactions totaled a gain of Ch$603,396 million in 2015 compared to Ch$272,212 million.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Net profit or loss from foreign currency exchange differences    (197,875)   (370,282)   (242,841)   (46.6%)   52.5%
Hedge-accounting derivatives    777,254    621,767    379,910    25.0%   63.7%
Translation gains and losses over  assets and liabilities indexed to foreign currencies, net    24,017    20,727    7,657    15.9%   170.7%
Net results from foreign exchange profit (loss)    603,396    272,212    144,726    121.7%   88.1%

 

The net result from foreign exchange transactions totaled a gain of Ch$603,396 million in 2015 compared to Ch$272,212 million.

 

Included in these results is the sub-item Net profit or loss from foreign currency exchange differences which totaled a loss of Ch$197,875 million in 2015. Since the Bank, in its spot position has more liabilities than asset in foreign currency, the depreciation of the peso in 2015 resulted in a net loss in this sub-item.

 

Included in the net results from foreign exchange profit (loss) are the results from hedge-accounting derivative that are used to hedge the foreign currency risk of our long-term foreign currency funding. These are mainly cross-currency swaps that are accounted under hedge accounting rules. These derivatives produced a gain of Ch$777,254 million in 2015.

 

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Finally, the Bank has assets and liabilities that are in Chilean pesos, but indexed to foreign currency. In this case, we have more asset than liabilities linked to foreign currency and when the peso depreciates this produces a translation gain which in 2015 totaled Ch$24,017 million. This exposure is also hedged.

 

For more details, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—E. Market Risks—Market risk management— Market risk – local and foreign financial management.”

 

In order to more easily compare the results from financial transactions, net, we present the following table that separates the results by lines of business for 2015, 2014 and 2013.

 

   Year ended December 31,  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Santander Global Connect    60,995    50,740    44,860    20.2%   13.1%
Market-making with clients    22,850    33,097    34,258    (31.0%)   (3.4%)
Client treasury services    83,845    83,837    79,118    --%    6.0%
Sale of loans and charged-off loans    863    6,070    3,177    (85.8%)   91.1%
Proprietary trading    (567)   (1,113)   (1,963)   (49.0%)   (43.3%)
Financial Management Division and others (1)    61,358    23,771    44,105    158.1%   (46.1%)
Non-client treasury income (loss)    61,654    28,728    45,319    114.6%   (36.6%)
Total financial transactions, net    145,499    112,565    124,437    29.3%   (9.5%)
 
(1)The Financial Management Division manages the structural interest rate risk, the structural position in inflation-indexed assets and liabilities, capital requirements and liquidity levels. The aim of the Financial Management Division is to provide stability and continuity in our net interest income from commercial activities, and to ensure that we comply with internal and regulatory limits regarding liquidity, regulatory capital, reserve requirements and market risk.

 

Client treasury services totaled Ch$83,845 million and were flat compared to 2014. The results from Santander Global Connect and market-making mainly include the results from the sale of derivatives, foreign exchange and fixed income instruments to our client base. In 2015, the results from Santander Global Connect increased 20.2%. The depreciation of the peso and higher market volatility led to a larger demand for hedging from our Corporate and Middle-market clients, driving this income line. The results from market-making with client services decreased 31.0% in 2014, mainly due to lower business volumes of tailor-made treasury services sold to specific corporate clients. These results may vary year-to-year as some large operations with corporate clients may not be repeated in subsequent years.

 

The results from non-client treasury income increased 114.6% and totaled a gain of Ch$61,654 million in 2015 compared to Ch$28,728 million in 2014. These results include the income from sale of loans, including charged-off loans, proprietary trading and the results from our Financial Management Division.

 

The results from the sale of loans decreased 85.8% to Ch$863 million in 2015. The results from proprietary trading totaled a loss of Ch$567 million. The Bank since year-end 2012, no longer has a proprietary trading area and these results are from residual positions that are being closed.

 

In 2015, income from the Bank’s Financial Management Division increased 158.1% to Ch$61,358 million. This department manages the structural interest rate risk, the structural position in inflation-indexed assets and liabilities, capital requirements and liquidity levels. The aim of the Financial Management Division is to provide stability and continuity in our net interest income from commercial activities, and to ensure that we comply with internal and regulatory limits regarding liquidity, regulatory capital, reserve requirements and market risk. This higher result was mainly due to larger realized gains from our available for sale portfolio. The results from our available for sale portfolio increased 241.1% in 2015 compared to 2014 and totaled Ch$23,655 million. This higher gain arose from the decline in long-term interest rates, especially in the first quarter of 2015. The results from Financial Management Division also include the offset of the foreign currency impact on administrative expenses in foreign currency. As the peso depreciated against the Euro, the currency in which some of our IT costs are denominated, this resulted in higher administrative expenses (See Item 5-Management Discussion and Analysis-Operating Expenses), but also higher gains in the Financial Management Division’s results.

 

For the years ended December 31, 2014 and 2013. Total financial transactions, net, which is the sum of net income from financial operations and foreign exchange profit (loss), totaled Ch$112,565 million in the year ended December 31, 2014, a decrease of 9.5% compared to the same period in 2013. These results include the results of our Treasury Division’s trading business and financial transactions with customers, as well the results of our Financial Management Division.

 

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Net income from financial operations was a loss of Ch$159,647 million in 2014 compared to a loss of Ch$20,289 million in 2013. The higher loss from financial operations in 2014 compared to 2013 was mainly due to:

 

(i)Higher losses from derivatives classified as trading. In 2014, the average yearly exchange rate depreciated 15.2% compared to 1.8% in 2013. Movements in foreign currency affect this line item because it includes the valuation adjustments of our derivatives classified as trading. The Bank’s spot position includes all assets and liabilities in foreign currency and assets and liabilities in Ch$ linked to U.S.$ that are not derivatives. Internal policy prohibits us from opening a large exposure in foreign currency, but we usually have more liabilities in foreign currency (mainly US$) than assets in our spot position due to our long-term funding in foreign currency and deposits denominated in foreign currencies from Chilean exporters. This net foreign currency liability spot position is hedged using different instruments. Our long-term foreign currency funding is hedged with cross-currency swaps that are matched and are accounted under hedge accounting rules. Therefore, the liability and the corresponding hedge are recognized in foreign exchange profits, described below and not in this line item. Excluding this part of our funding in foreign currency, we are left with the foreign currency deposits and other short-term foreign currency funding mechanisms, which are smaller than the foreign currency assets, mainly loans and cash. This difference is hedged with derivatives that are accounted as trading derivatives. As the peso depreciated against the dollar in 2014 at a higher rate than in 2013, the loss from derivatives classified as trading rose. For more details, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—E. Market Risks—Market risk management— Market risk – local and foreign financial management.”

 

(ii)This was partially offset by higher gains from our investment portfolio classified as trading. In this line item the mark-to-market and interest income of the trading portfolio are recognized. In 2014, the higher UF inflation increased interest from this portfolio and falling interest rates increased the mark-to-market gains. This explains the 53.2% increase in results from the trading portfolio compared to 2013, which totaled Ch$45,952 million.

 

The net result from foreign exchange transactions totaled a gain of Ch$272,212 million in 2014 compared to Ch$144,726 million This difference was mainly the result of the greater depreciation of the Chilean peso against the U.S. dollar in 2014 compared to 2013. This line item includes the net result of our spot position in foreign currency.

 

The effects on net income from the change in value of our spot foreign currency position are generally positive if the peso appreciates and negative if the peso depreciates as our spot funding base in foreign currency is larger than our spot asset position in foreign currency. As mentioned above, in general we do not open large exposures in foreign currency. The net foreign currency liability spot position is hedged using different instruments. Our long-term funding is hedged with cross-currency swaps that are matched and are accounted under hedge accounting rules. Therefore, the net liability spot position and the portion hedge with derivatives that are valued under hedge accounting are recognized in foreign exchange profits. The depreciation of the peso in 2014 led to a larger loss in the net profit or loss from foreign currency exchange, which reflects the value of our spot foreign currency position. This loss totaled Ch$370,282 million in 2014 compared to a loss of Ch$242,841 million in 2013. At the same time, the results from hedge-accounting derivatives increased from Ch$379,910 million in 2013 to Ch$621,767 million in 2014 arising from the net long position we have in hedge accounting derivatives that hedge our long-term foreign currency funding. For more details, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—E. Market Risks—Market risk management— Market risk – local and foreign financial management.”

 

By line of business, client treasury services totaled Ch$83,837 million and increased 6.0% in 2014 compared to 2013. The results from Santander Global Connect and market-making mainly include the results from the sale of derivatives, foreign exchange and fixed income instruments to our client base. In 2014, the results from Santander Global Connect increased 13.1%. The depreciation of the peso led to a larger demand for hedging from our Corporate and Companies clients driving this income line. The results from market-making with client services decreased 3.4% in 2014, mainly due to lower business volumes of tailor-made treasury services sold to specific corporate clients. These results may vary year-to-year as some large operations with corporate clients may not be repeated in subsequent years.

 

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The results from non-client treasury income decreased 36.6% and totaled a gain of Ch$28,728 million in 2014 compared to Ch$45,319 million in 2013. These results include the income from sale of loans, including charged-off loans, proprietary trading and the results from our Financial Management Division. The results from the sale of loans increased 88.6% to Ch$6,070 million in 2014. The results from proprietary trading totaled a loss of Ch$1,113 million. The Bank since year-end 2012, no longer has a proprietary trading area and these results are from residual positions that are being closed.

 

In 2014, income from the Bank’s Financial Management Division decreased 46.1% to Ch$23,771 million. This department manages the structural interest rate risk, the structural position in inflation-indexed assets and liabilities, capital requirements and liquidity levels. The aim of the Financial Management Division is to provide stability and continuity in our net interest income from commercial activities, and to ensure that we comply with internal and regulatory limits regarding liquidity, regulatory capital, reserve requirements and market risk. This lower result was mainly due to lower gains obtained from short-term interest rate differential between the U.S. dollar and the Chilean peso. As mentioned, the Bank has a greater spot position in liabilities denominated in foreign currency than assets. These principally U.S. dollar-denominated liabilities are hedged through derivatives, resulting in minimal foreign currency exposure, but this does result in the existence of a short-term interest rate differential between U.S. dollars and Chilean pesos, which produces a financial result registered here. This result is positive when interest rates in the US are trending up and local rates are falling and vice versa. At the same time, our interest expense related to foreign currency exchange rose proportionally. In 2014 and 2013, local rates decreased relative to US rates, but this impact was more significant in 2013 when the end of quantitative easing was announced. This lower result is also partially offset by higher yield on liquidity recognized in net interest income, since the rise in inflation resulted in higher nominal yields earned over the Bank’s available for sale fixed income portfolio.

 

Other operating income

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (In millions of Ch$)
Income from assets received in lieu of payment    2,455    2,811    6,571    (12.7%)   (57.2%)
Net results from sale of investment in other companies    617    -    78,122    --%    --% 
Operational leases    708    805    328    (12.0%)   145.4%
Gain on sale of Bank property, plant and equipment    381    687    176    (44.5%)   290.3%
Recovery of generic provisions for contingencies    -    315    77    --%    309.1%
Insurance coverage for earthquake    435    661    725    (34.2%)   (8.8%)
Other    1,843    1,266    2,156    45.6%   (41.3%)
Sub-total other income    3,367    3,734    3,462    (9.8%)   7.9%
Total other operating income    6,439    6,545    88,155    (1.6%)   (92.6%)

 

For the years ended December 31, 2015 and 2014. Total other operating income fell 1.6% in 2015 compared to 2014 and totaled a gain of Ch$6,439 million. Other operating income was negatively affected by lower gains from income received from assets in lieu of payment, lower income from operational leases and less payments from insurance coverage for earthquake damages.

 

For the years ended December 31, 2014 and 2013. Total other operating income fell 92.6% in 2014 compared to 2013 and totaled a gain of Ch$6,545 million. This fall was mainly due to the fact that in 2013 we recognized a non-recurring gain from the sale of our asset management subsidiary, Santander Asset Management S.A. Administradora General de Fondos. In December 2013 our subsidiary Santander Asset Management S.A. Administradora General de Fondos was sold through a formal offer of purchase received in May 2013. The sale price was Ch$90,281 million for 100% of the shares. 99.99% were acquired by SAM Investment Holdings Limited and the remaining 0.01% by Santander Asset Management UK Holdings Limited, both related to Grupo Santander. This operation generated a gain of Ch$78,122 million recorded within the net results from sale of investments in other companies. Additionally, the entities entered into a management service agreement for a 10-year period. This transaction was reviewed by independent external evaluators who were of the opinion that the price offered was reasonable in consideration of their fair value appraisals. Based on this appraisal, the Audit Committee and the Board of Directors recommended the transaction. On December 5, 2013 an Extraordinary Shareholders’ meeting was held. The offer was accepted and thus, on December 6, 2013 the SBIF was informed of this transaction.

 

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Apart from this item, other operating income was negatively affected by lower gains from income received from assets in lieu of payment as 2013 included various large operations that were not repeated in 2014.

 

Provision for loan losses

 

The following table sets forth, for the periods indicated, certain information relating to our provision for loan losses.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Provision for loan losses    (454,462)   (403,069)   (418,675)   12.8%   (3.7%)
Charge-off of loans analyzed on an individual basis    (12,955)   (10,811)   (8,071)   19.8%   33.9%
Recoveries on loans previously charged-off    68,140    58,977    55,284    15.5%   6.7%
Provision for loan losses, net    (399,277)   (354,903)   (371,462)   12.5%   (4.5%)
Year end loans (1)    25,300,757    22,892,649    21,060,761    10.5%   8.7%
Non-performing loans (2)    643,468    644,327    613,301    (0.1%)   5.1%
Impaired loans (3)    1,669,340    1,617,251    1,477,701    3.2%   9.4%
Allowance for loan losses (4)    762,301    684,317    614,933    11.4%   11.3%
Impaired loans / Year end loans (5)    6.60%   7.06%   7.02%          
Non-performing loans / Year end loans (2)    2.54%   2.81%   2.91%          
Allowances for loan losses / Total loans    3.01%   2.99%   2.92%          
Coverage ratio non-performing loans (5)    118.47%   106.21%   100.27%          
 
(1)Includes Ch$10,877 million in 2015, Ch$11,943 million in 2014 and Ch$125,449 million in 2013 in interbank loans.

 

(2)Non-performing loans include the aggregate unpaid principal and accrued but unpaid interest on all loans with at least one installment at least 90 days past-due.

 

(3)Impaired loans include: (a) for loans individually evaluated for impairment: (i) the carrying amount of all loans to clients that are rated C1 through C4, D1 and D2 and (ii) the carrying amount of all loans to an individual client with at least one non-performing loan (which is not a residential mortgage loan past due less than 90 days), regardless of category; and (b) for loans collectively evaluated for impairment, the carrying amount of all loans to a client, when at least one loan to that client is not performing or has been renegotiated. See “Note 9—Loans and Accounts Receivables from Customers—(a) Loans and accounts receivables from customers” in the Audited Consolidated Financial Statements.

 

(4)Includes Ch$1,166 million in 2015, Ch$1 million in 2014 and Ch$495 million in 2013 in allowance for loan losses for interbank loans.

 

(5)Calculated as allowance for loan losses divided by non-performing loans.

 

For the years ended December 31, 2015 and 2014. Provisions for loan losses, net of recoveries totaled Ch$399,277 million in 2015 and increased 12.5% compared to the amount of provisions recorded in 2014.

 

Provision for loan losses, which includes the full amount of provisions recognized as a result of loan growth and change in risk classification as well as the net result of provisions and charge-offs of loans analyzed on a group basis, totaled Ch$454,462 million in 2015 compared to Ch$403,069 million in 2014 and increased 12.8%. The following table breaks down provision for loans losses by loan product for the years ended December 31, 2015, 2014 and 2013.

 

            % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Interbank loans    (1,165)   494    (336)   --%    --% 
Commercial loans    (197,247)   (203,454)   (157,558)   (3.1%)   29.1%
Mortgage loans    (27,168)   (18,346)   (33,271)   48.1%   (44.9%)
Consumer loans    (230,811)   (180,666)   (222,964)   27.8%   (19.0%)
Contingent loans    1,929    (1,097)   (4,546)   (275.8%)   (75.9%)
Total(1)    (454,462)   (403,069)   (418,675)   12.8%   3.7%
 
(1)Includes the full amount of provisions recognized as a result of loan growth and change in risk classification as well as the net result of provisions and charge-offs of loans analyzed on a group basis

 

Provisions established for the Bank’s consumer loans increased by 27.8% to Ch$230,811 million in 2015 compared to 2014. During the second half of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank updated its allowances model for consumer loans. The models were calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of

 

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these improvements consisted of the advancement of the models’ governance allowing technical and decisional approvals at different points of the approval process, more robust statistical processes and more historical information, allowing stronger parameters of the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes in 2014 resulted in the release of consumer provisions of Ch$26,563 million in 2014. As this is a change in estimation, this improvement was recognized under the "Provisions for loan losses" in the Consolidated Statement of Income for the year in accordance with IAS 8. See “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information-Classification of Loan Portfolio— Classification of Loan Portfolio-Loans analyzed on a group basis—Allowances for consumer loans.”

 

Excluding this effect in 2014, consumer loan loss provisions grew 11.4%. This rise was mainly due to: (i) consumer loan growth, which reached 5.9% year over year in 2015 compared to 2014, and (ii) greater charge-offs of consumer loans assessed on a group basis. In light of lower economic growth, the Bank restricted renegotiations of consumer loans for customers presenting payment difficulties and this resulted in higher charge-offs. As a result of this policy, the consumer non-performing loans ratio reached 2.7% in 2015 compared to 2.5% in 2014 as more clients became non-performing. Overall asset quality trends, measured according to the impaired consumer loan ratio, remained healthy in 2015. The impaired consumer loan ratio decreased from 9.3% in 2014 to 8.9% in 2015 as growth in the consumer loan book was focused on high income earners that are usually less risky.

 

Provision expense in commercial lending decreased 3.1% in 2015 compared to 2014. During the second half of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank updated its allowances model for commercial loans analyzed on a group basis. The models were calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of the advancement of the models’ governance allowing technical and decisional approvals at different points of the approval process, more robust techniques of statistical processes and more historical information, allowing stronger parameters of the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes resulted in an increase in commercial provisions of Ch$45,141 million. As this is a change in estimation, this impact was recognized under the "Provisions for loan losses" in the Consolidated Statement of Income for the year in accordance with IAS 8.

 

Excluding this impact, provisions for commercial loans grew 24.6% in the period being analyzed. This rise was mainly due to higher provisions in Global corporate banking as the Bank downgraded various corporate clients affected by the slower economic environment, but which have not yet entered non-performing status. On the other hand, asset quality in commercial loans in retail banking improved throughout 2015, as the Bank focused growth on less risky commercial retail customers. The NPL ratio in commercial loans decreased from 3.0% in 2014 to 2.6% in 2015 mainly due to improvements in asset quality in retail banking. The impaired commercial loan ratio reached 7.1% in 2015 compared to 7.2% at year-end 2014.

 

Provisions for mortgage loans increased 48.1% in 2015 compared to 2014. This rise was mainly due to: (i) mortgage loan growth, which increased 17.8% in the period being analyzed, and (ii) greater charge-offs of mortgage loans. In light of lower economic growth, the Bank has been restricting the renegotiations of mortgage loans for customers presenting some payment difficulties and this resulted in higher charge-offs. The Bank also focused mortgage loan growth on higher income earners that in general are less risky. As a result of the change in the loan mix and the higher charge-offs, mortgage loan asset quality improved in 2015 compared to 2014. The non-performing ratio for mortgage loans declined from 2.7% in 2014 to 2.1% in 2015. The impaired mortgage loans ratio also improved from 5.6% in 2014 to 5.1% in 2015.

 

For a description of the provisions related to our residential mortgage loans and commercial loans analyzed on a group basis, please see “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information—Classification of Loan Portfolio—Classification of Loan Portfolio—Loans analyzed on a group basis—Allowances for residential mortgage loans” and “—Loans analyzed on a group basis—Small and mid-sized commercial loans.”

 

Additionally, the lower economic growth in 2015 resulted in a rise in charge-off of loans analyzed on an individual basis that totaled Ch$12,955 million in 2015 and rose 19.8% compared to 2014.

 

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Recoveries on loans previously charged-off increased 15.5% in 2015 compared to 2014. This was due to higher recoveries of charged-off commercial and residential mortgage loans mainly due to improved recovery efforts, especially in the Middle-market segment. As the Bank has improved the asset quality in consumer lending, the growth rate of recoveries has also diminished. The following table shows recoveries of loans previously charged-off by type of loan.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Recovery of loans previously charged-off                         
Consumer loans    35,565    36,908    36,004    (3.6%)   2.5%
Residential mortgage loans    6,543    5,122    4,735    27.7%   8.2%
Commercial loans    26,032    16,947    14,545    53.6%   16.5%
Total recoveries    68,140    58,977    55,284    15.5%   6.7%

 

In some instances, we will sell a portfolio of charged-off loans to a third party. Gain (loss) on these charged-off loans is recognized as net income from financial transactions as disclosed in “Note 27—Profit and Loss from Financial Operations” of our Audited Consolidated Financial Statements. The following table sets forth information about our sale of charged-off loans for the year ended December 31, 2015, 2014 and 2013.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Gains on sale of loans previously charged-off    (58)   4,809    1,500    -%    220.6%

 

The following table sets forth, for the periods indicated, our net provision expense broken down by business segment:

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Retail banking    (332,657)   (325,621)   (315,982)   2.2%   3.1%
Middle-market    (26,147)   (22,034)   (41,064)   18.7%   (46.3%)
Global corporate banking    (28,426)   1,924    (14,697)   --%    (113.1%)
Other    (12,047)   (9,172)   281    31.3%   --% 
Total provisions, net    (399,277)   (354,903)   (371,462)   12.5%   (4.5%)

 

Net provisions expense from retail banking increased 2.2% in 2015 compared to 2014. Excluding the net impact of Ch$18,578 million as a result of modifications made to the provisioning models for loans assessed on a group basis done in 2014, provision expense in retail banking increased 8.3%. This rise was mainly due to: (i) retail loan growth that totaled 12.1% in 2015 compared to 2014, and (ii) greater charge-offs. The Bank, in light of slower economic growth, restricted renegotiations of retail loans, which resulted in a greater amount of loans being charged-off.

 

Net provision expense from in the Middle-market segment increased 18.7% compared to 2014. In 2015, the Bank performed various downgrades of specific clients mainly in the salmon industry.

 

Net provision expense from Global corporate banking totaled a loss of Ch$28,426 million compared to net reversal of Ch$1,924 million in 2014. In 2015, the Bank downgraded specific clients in the non-bank financial sectors and a client in the agro-industrial sector due to company specific weaknesses.

 

Total provisions, net included in Others reached Ch$12,047 million compared to the Ch$9,172 million. In Other provision expense we include the impact of the fluctuation of the exchange rate on our provision expense. Of our total loan book, 13.3% is in foreign currency, mainly in dollars and consisting of short-term foreign trade loans. When the peso depreciates, as was the case in 2015 and 2014, the amount of provisions set aside for these loans translated to local currency rises. This impact has a corresponding hedge recognized in the results from financial transactions and for this reason it is not assigned to any reporting segment.

 

We believe that our loan loss allowances are currently adequate for all known and estimated incurred losses.

 

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For the years ended December 31, 2014 and 2013. Provisions for loan losses, net of recoveries totaled Ch$354,903 million in 2013 and decreased 4.5% compared to the amount of provisions recorded in 2013.

 

Provision for loan losses, which includes the full amount of provisions recognized as a result of loan growth and change in risk classification as well as the net result of provisions and charge-offs of loans analyzed on a group basis, totaled Ch$403,069 million in 2014 compared to Ch$418,675 million in 2013 and decreased 3.7%.

 

Provisions established for the Bank’s consumer loans decreased by 19.0% to Ch$180,666 million in 2014 compared to 2013. It is also important to point out that since 2012, the Bank has been pursuing a strategy of growing in higher income and less riskier segments in consumer lending and reducing relative exposure to the lower end of the consumer segment, which is mainly attended by Santander Banefe. This has resulted in improvements in asset quality of our consumer loan book. The non-performing ratio for consumer loans declined from 2.6% in 2013 to 2.5% in 2014 and the impaired mortgage loans ratio also improved from 9.7% in 2013 to 9.3% in 2014.

 

During the second half of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank updated its allowances model for consumer loans. The models were calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of the advancement of the models’ governance allowing technical and decisional approvals at different points of the approval process, more robust statistical processes and more historical information, allowing stronger parameters of the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes resulted in the release of consumer provisions of Ch$26,563 million in 2014. As this is a change in estimation, this improvement was recognized under the "Provisions for loan losses" in the Consolidated Statement of Income for the year in accordance with IAS 8. See “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information-Classification of Loan Portfolio— Classification of Loan Portfolio-Loans analyzed on a group basis—Allowances for consumer loans.”

 

This reduction in provision expense in consumer lending was offset by the 29.1% rise in provision for loan losses in commercial lending, which totaled Ch$203,454 million in 2014. During the second half of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank updated its allowances model for commercial loans analyzed on a group basis. The models were calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of the advancement of the models’ governance allowing technical and decisional approvals at different points of the approval process, more robust techniques of statistical processes and more historical information, allowing stronger parameters of the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes resulted in an increase in commercial provisions of Ch$45,141 million. As this is a change in estimation, this impact was recognized under the "Provisions for loan losses" in the Consolidated Statement of Income for the year in accordance with IAS 8.

 

At the same time in 2014, the lower economic growth also negatively affected asset quality in commercial loans, especially in the SME segment. This is reflected in the ratio of commercial impaired loans to total commercial loans rose from 6.9% in 2013 to 7.2% in 2014, mainly due to a rise in impaired loans in the SME segment that is more sensitive to economic cycles and the lower investment rates. In the middle-market and institutions and the global banking and markets segments, asset quality indicators were stable in 2014 compared to 2013.

 

Provisions for mortgage loans decreased 44.9% in 2014 compared to 2013. This decrease was due to:

 

(i)The non-performing ratio for mortgage loans declined from 2.8% in 2013 to 2.7% in 2014 and the impaired mortgage loans ratio also improved from 5.7% in 2013 to 5.6% in 2014.

 

(ii)Simultaneously in 2013, the Bank resolved a class action suit brought by CONADECUS, a consumer protection group, and renegotiated a group of residential mortgage loans that had a bullet payment due in 2013, which were offered to clients in 2010, following the earthquake. This also led to the rise in impaired residential mortgage loans and provisions in that year.

 

For a description of the provisions related to our residential mortgage loans and commercial loans analyzed on a group basis, please see “Item 5. Operating and Financial Review and Prospects—C. Selected Statistical Information—Classification of Loan Portfolio—Classification of Loan Portfolio—Loans analyzed on a group basis—Allowances for residential mortgage loans” and “—Loans analyzed on a group basis—Small and mid-sized commercial loans.”

 

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Additionally, the lower economic growth in 2014 resulted in a rise in charge-off of loans analyzed on an individual basis that totaled Ch$10,811 million in 2014 and rose 33.9% compared to 2013.

 

Recoveries on loans previously charged-off increased 6.7% in 2014 compared to 2013. This was due to higher recoveries of charged-off commercial loans, indirectly a reflection of higher charge-offs in the SME segment As the Bank has improved the asset quality in consumer lending, the growth rate of recoveries has also diminished.

 

By business segments in 2014, net provision expense in retail banking grew 3.1% mainly due to the net effect of the change in provisioning models for loans assessed on a group basis and weaker asset quality in SMEs. This was partially offset by improved credit quality of consumer loans.

 

Net provision expense from the Middle-market decreased 46.3%. In 2013, the Bank performed various downgrades of specific clients in the retails, salmon, fishery and construction sectors that were not repeated in 2014.

 

Net provision expense from Global corporate banking totaled a net reversal of Ch$1,924 million compared to a net loss of Ch$14,697 million in 2013 when the Bank downgraded specific clients in the construction and retail sectors, which did not occur in 2014.

 

Operating expenses

 

The following table sets forth information regarding our operating expenses in the years ended December 31, 2015, 2014 and 2013.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Personnel salaries and expenses    (387,063)   (338,888)   (308,344)   14.2%   9.9%
Administrative expenses    (220,531)   (205,149)   (188,191)   7.5%   9.0%
Depreciation and amortization    (53,614)   (44,172)   (61,074)   21.4%   (27.7%)
Impairment    (21)   (36,664)   (244)   (99.9%)   14,926.2%
Other operating expenses    (58,729)   (58,946)   (52,338)   (0.4%)   12.6%
Total operating expenses    (719,958)   (683,819)   (610,191)   5.3%   12.1%
Efficiency ratio(1)    43.8%   41.1%   40.2%          
 
(1)The efficiency ratio is the ratio of total operating expenses to total operating income. Total operating income consists of net interest income, fee income, financial transactions, net and other operating income.

 

For the years ended December 31, 2015 and 2014. Operating expenses in the year ended December 31, 2015 increased 5.3% compared to the corresponding period in 2014. The efficiency ratio was 43.8% in 2015, 41.1% in 2014 and 40.2% in 2013.

 

The 14.2% increase in personnel salaries and expenses was mainly due to an increase in personnel compensation, higher severance payments and greater costs related to benefits included in the Bank’s collective bargaining agreement. The 9.5% increase in personnel compensation, which totaled Ch$233,707 million in 2015, was mainly due to: (i) growth in total headcount of 2.1% to 11,723 people, (ii) the impact of the Bank’s meritocracy policies and (iii) the impact of CPI inflation on wages. In 2015, CPI inflation was 4.4% and all salaries are indexed to inflation per collective bargaining agreement. Severance payments increased 222.4% to Ch$34,051 million. The Bank in 2015 executed a program to eliminate high level management positions in order to mitigate cost growth which entailed greater severance payments. In March 2014, a new collective bargaining agreement was signed with the main unions, which became effective on October 1, 2014, and which will expire on December 31, 2018. This resulted in an increase in certain benefits related to the Bank’s health insurance fund and other benefits.

 

Administrative expenses increased 7.5% in the year ended December 31, 2015 compared to the corresponding period in 2014. The increase in administrative expenses was mainly due to the 14.3% increase in maintenance, repair of property, plant and equipment, which totaled Ch$20,002 million. In 2015, the Bank continued to refurbish branches, open new Santander Select branches, expand the number of Middle-market centers and close Santander Banefe branches and other payment centers.

 

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  Year ended December 31, % Change
  2015 2014 2015/2014
Traditional branches 276 273 1.1%
Middle-market centers 8 5 60.0%
Santander Select 53 51 3.9%
Banefe and other payment centers 134 145 (7.6%)
Total branches 471 474 (0.6%)

 

The Bank’s total Outsourced service expenses increased 21.8% in 2015 compared to 2014 and totaled Ch$39,286 million. The Bank outsources various functions especially data processing and IT services. These increased as a result of the depreciation of the peso against the Euro, since several of the firms that provide the Bank with IT services are in Spain. Imbedded in the Bank results from financial transactions, net is an offsetting result, since this exposure to foreign currency is hedged. Finally the Bank marketing expenses rose 12.6% to Ch$18,483 million as the Bank promoted more intensively various new products and was a sponsor for the Copa America tournament held in Chile in 2015.

 

Impairment charges totaled Ch$21 million in 2015 compared to Ch$36,664 million in 2014. In 2014, the Bank initiated a plan to transform its business and operating model with a better focus on the client. In 2014, the Bank evaluated a number of applications that were in use or in development and tested them for impairment. Following the testing, in accordance with IAS 36, the Bank has recognized an impairment of Ch$36,556 million in 2014 due to the abandonment of unnecessary systems.

 

Depreciation and amortization expense increased 21.4% in 2015 compared to 2014 and totaled Ch$53,614 million. This rise was mainly due to the increase in depreciation of equipment that reached Ch$18,417 million in 2015 compared to Ch$12,331 million in 2014. This in line with the greater investments in hardware and other equipment as the Bank modernizes its branch network and systems.

 

Other operating expenses were Ch$58,729 million in 2015, a 0.4% decrease compared to 2014. In 2015, customer service expenses, which are related to our phone banking service, decreased 60.6% due to cost restructurings. Additionally in 2015, the Bank had less expenses related to adopting chip technology on cards. These lower other operating expenses were offset by greater provisions for assets received in lieu of payment. See “Note 33—Other operating income and expenses” to our Audited Consolidated Financial Statements for more detail on Other operating expenses.

 

The following table sets forth, for the periods indicated, our personnel salaries, administrative and depreciation and amortization expenses broken down by business segment. These amounts exclude impairment and other operating expenses.

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Retail banking   (533,086)   (479,954)   (435,837)   11.1%   10.1%
Middle-market   (77,261)   (66,321)   (62,817)   16.5%   5.6%
Global corporate banking   (49,533)   (44,195)   (38,270)   12.1%   15.5%
Other   (1,328)   2,261    (20,685)   --%    (110.9%)
Total personnel, administrative expenses, depreciation and amortization (1)   (661,208)   (588,209)   (557,609)   12.4%   5.5%
 
(1)Excludes impairment and other operating expenses.

 

By business segment, the 12.4% increase in costs excluding impairment and other operating expenses in 2015 compared to the corresponding period in 2014 was mainly due to the 11.1% increase in costs incurred in retail banking. In 2015, the Bank continued with its strategy of shifting its strategic focus away from retail clients attended in the Santander Banefe branch network and more towards high income earners and small and mid-sized enterprises. This implied additional costs mainly in our distribution network and technology. Costs in the Middle-market segment grew 16.5% in 2015 compared to 2014 as this segment was a growth priority during the year, increasing in terms of size of balance sheet and headcount. Finally, costs in Global corporate banking rose 12.1% in line with business growth in this segment, especially in transactional banking and cash management services that are intense

 

 

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in data processing. All segments costs were also affected by the depreciation of the peso against the euro in 2015, which as previously mentioned has a negative impact on IT costs denominated in that currency and that this foreign currency exposure is hedged, the results of which are recognized in financial transactions, net.

 

For the years ended December 31, 2014 and 2013. Operating expenses in the year ended December 31, 2014 increased 12.1% compared to the corresponding period in 2013. The 9.9% increase in personnel salaries and expenses was mainly due to: (i) a 7.9% increase in personnel compensation which totaled Ch$213,364 million in 2014. Total headcount fell 0.3% to 11,478 people, but the higher inflation rate resulted in larger wage increases as well as the impact of the Bank’s meritocracy policies; (ii) a 13.8% increase in bonuses which totaled Ch$77,145 million, following a positive year for the Bank both in terms of financial and business goals; (iii) severance payments increased 19.5% to Ch$10,551 million; and (iv) in March 2014, a new collective bargaining agreement was signed with the main unions, which became effective on October 1, 2014, and which will expire on December 31, 2018. This resulted in an increase in certain benefits related to the Bank’s health insurance fund and other benefits.

 

Administrative expenses increased 9.0% in the year ended December 31, 2014 compared to the corresponding period in 2013. The increase in administrative expenses was mainly due to the 13.9% increase in maintenance, repair of property, plant and equipment, which totaled Ch$17,498 million and the 7.6% rise in security services expenses that totaled Ch$17,089 million. In 2014, the Bank continued to refurbish branches, open new Santander Select branches and close Santander Banefe branches. The Bank also had to continue to increase the expenditure dedicated to securing and protecting ATM machines given the increase in theft and more regulations regarding ATM security. The rise in costs was also due to the 8.6% increase in office lease due to the higher inflation rate as these contracts are indexed to inflation. The Bank’s total branch network decreased from 493 offices to 474, but increased in areas of higher leasing costs due to the strategic shift towards higher income clients.

 

Depreciation and amortization expense decreased 27.7%, mainly due to the lower depreciation and amortization of intangible assets. In 2014, the Bank, following an extensive analysis of its intangible assets, performed an extraordinary charge-off of those intangible assets, mainly software, that were obsolete or were not contributing to the Bank’s business or earnings.

 

Impairment charges increased 14,926.2% in 2014 compared to 2013 and totaled Ch$36,664 million. The Bank initiated a plan to transform its business and operating model with a better focus on the client. Therefore, there have arisen a number of new requirements for the Bank to adapt to changing customer demands and establish new ways to interact with them. As a result of this change in strategy, the Bank evaluated a number of applications that were in use or in development and tested them for impairment. Following the testing, in accordance with IAS 36, the Bank has recognized an impairment of Ch$36,556 million in 2014 due to the abandonment of unnecessary systems.

 

Other operating expenses were Ch$58,946 million in 2014, a 12.6% increase compared to 2013. This increase was mainly due to higher provisions for contingencies that totaled Ch$13,080 million in 2014 compared to Ch$5,805 million in 2013. Compared to 2013, the rise in provision for contingencies was due to Ch$5 billion for future severance payments and Ch$2.4 billion for future costs related to chip technology for cards. This reflects the pending expense for customers that have yet to change their debit or credit card with the new chip technology, which is an on-going process. See “Note 33—Other operating income and expenses” and “Note 20-Provisions” to our Audited Consolidated Financial Statements for more detail on Other operating expenses.

 

By business segment, the 5.5% increase in costs excluding impairment and other operating expenses in 2014 compared to the corresponding period in 2013 was mainly due to the 15.5% increase in costs incurred in Global corporate banking in line with business growth in this segment. Costs in Retail banking increased 10.1% in 2014 compared to 2013. In 2014, the Bank continued with its strategy of increasing presence in this segment, which implied additional costs as a result of this expansion plan mainly in our distribution network and technology. Costs in the Middle-market segment increased 5.6% due to greater business activity.

 

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Income tax

 

   Year ended December 31,  % Change  % Change
   2015  2014  2013  2015/2014  2014/2013
   (in millions of Ch$)
Net income before tax    528,124    626,940    538,959    (15.8%)   16.3%
Income tax expense    (76,395)   (51,050)   (94,530)   49.6%   (46.0%)
Effective tax rate(1)    14.5%   8.1%   17.5%          
 
(1)The effective tax rate is the income tax expense divided by net income before tax.

 

For the years ended December 31, 2015 and 2014. Total income tax expense by the Bank in 2015 totaled Ch$76,395 million, a 49.6% increase compared to 2014. The Bank paid an effective tax rate of 14.5% in 2015 compared to 8.1% in 2014. The higher effective tax rate was mainly due to:

 

(i)the statutory corporate tax rate increased from 21% in 2014 to 22.5% in 2015. In 2016, the statutory corporate tax rate will rise to 24%, 25.5% in 2017 and 27% in 2018;

 

(ii)income tax expenses in included non-cash income of Ch$10,600 million in 2015 from the re-adjustments made to the Bank’s deferred tax asset base following passage of the new tax law compared to Ch$39,262 million in 2014. The Bank has more deferred tax assets than liabilities. This gain arises from the difference between the Bank’s accounting and tax books regarding how provisions and charge-offs are recognized. When the statutory rates were modified, the Bank’s net deferred tax assets increased as the future tax rates used to calculate this asset were gradually increased from 20% to 27%;

 

(iii)the lower CPI inflation rate in 2015 compared to 2014 also resulted in lower permanent differences since the Bank, for Chilean tax purposes, must re-value its capital each year for the variation in CPI inflation. The table below demonstrates the effective tax rate reconciliation. See “Note 14—Current and Deferred Taxes” of the Audited Consolidated Financial Statements for more detail on income tax expense.

 

   As of December 31,
   2015  2014
   Tax rate  Amount  Tax rate  Amount
   %  Ch$mn  %  Ch$mn
Tax calculated over profit before tax    22.5    118,828    21.0    131,657 
Permanent differences    (5.4)   (28,630)   (6.2)   (38,724)
Single penalty tax (rejected expenses)    0.1    340    0.1    746 
Effect of tax reform changes on deferred tax    (2.0)   (10,600)   (6.3)   (39,262)
Real estate taxes    (0.7)   (3,853)   (0.5)   (3,357)
Other    0.1    310    -    (10)
Effective rates and expenses for income tax    14.5    76,395    8.1    51,050 

 

For the years ended December 31, 2014 and 2013. Total income tax expense by the Bank in 2014 totaled Ch$51,050 million, a 46.0% decrease compared to 2013. The Bank paid an effective tax rate of 8.1% in 2014 compared to 17.5% in 2014. Income tax expenses in 2014 included a one-time non-cash income of Ch$39,262 million from the re-adjustments made to the Bank’s deferred tax asset base following passage of the new tax law. The Bank has more deferred tax assets than liabilities. This gain arises from the difference between the Bank’s accounting and tax books regarding how provisions and charge-offs are recognized. When the statutory rates were modified, the Bank’s net deferred tax assets increased as the future tax rates used to calculate this asset were gradually increased from 20% to 27%. The higher CPI inflation rate in 2014 compared to 2013 also resulted in greater permanent differences since the Bank, for Chilean tax purposes, must re-value its capital each year for the variation in CPI inflation. The table below demonstrates the effective tax rate reconciliation. See “Note 14—Current and Deferred Taxes” of the Audited Consolidated Financial Statements for more detail on income tax expense.

 

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B.Liquidity and Capital Resources

 

Sources of Liquidity

 

Santander-Chile’s liquidity depends upon its (i) capital, (ii) reserves and (iii) financial investments, including investments in government securities. To cover any liquidity shortfalls and to augment its liquidity position, Santander-Chile has established lines of credit with foreign and domestic banks and also has access to Central Bank borrowings.

 

The following table sets forth our contractual obligations and commercial commitments by time remaining to maturity. As of the date of the filing of this Annual Report, the Bank does not have significant purchase obligations. As of December 31, 2015, the scheduled maturities of our contractual obligations and of other commercial commitments, including accrued interest, were as follows:

 

Contractual Obligations  Demand  Up to 1 month 

Between 1 and

3 months

  Between 3 and 12 months 

Subtotal up

to 1 year

 

Between 1 and

5 years

 

More than

5 years

 

Subtotal after

1 year

  Total
   (in millions of Ch$)
Obligations under repurchase agreements    -    143,689    -    -    143,689    -    -    -    143,689 
Checking accounts, time deposits and other time liabilities (1)    7,932,619    5,707,940    3,210,947    2,853,761    19,705,267    238,933    56,845    295,778    20,001,045 
Financial derivative contracts    -    126,643    190,409    380,158    697,210    1,016,731    1,148,665    2,165,396    2,862,606 
Interbank borrowings    27,323    7,946    148,509    684,819    868,597    438,977    -    438,977    1,307,574 
Issued debt instruments    1,953    440,500    155,821    213,928    812,202    2,764,082    2,380,811    5,144,893    5,957,095 
Other financial liabilities (2)
   129,358    3,142    558    3,114    136,172    68,027    16,328    84,355    220,527 
Subtotal    8,091,253    6,429,860    3,706,244    4,135,780    22,363,137    4,526,750    3,602,649    8,129,399    30,492,536 
Contractual interest payments (3)    2,075    66,964    141,529    553,736    764,304    1,814,540    905,460    2,720,000    3,484,304 
Total    8,093,328    6,496,824    3,847,773    4,689,516    23,127,441    6,341,290    4,508,109    10,849,399    33,976,840 
 
(1)Includes demand deposits and other demand liabilities, cash items in process of being cleared and time deposits and other time liabilities.

 

(2)Mainly includes amounts owed to credit card processors and to the Chilean Production Development Corporation (Corporación de Fomento de la Producción de Chile), the state development agency.

 

(3)The table above includes future cash interest payments. For variable rate obligations, we assume the same rate as the last rate known. Various of the payment obligations in the table above are variable debt instruments, since they are denominated in UF, for which we have estimated a long-term inflation rate equal to 3%, which is at the center of the Central Bank’s long-term inflation target. No exclusions requiring further explanation have been made in this table.

 

Operational Leases

 

Certain bank premises and equipment are leased under various operating leases. Future minimum rental commitments as of December 31, 2015 under non-cancelable leases are as follows:

 

   As of
December 31, 2015
   (in millions of Ch$)
Due within 1 year    22,303 
Due after 1 year but within 2 years    20,862 
Due after 2 years but within 3 years    19,499 
Due after 3 years but within 4 years    17,215 
Due after 4 years but within 5 years    14,154 
Due after 5 years    55,561 
Total    149,594 

 

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Other Commercial Commitments

 

As of December 31, 2015, the scheduled maturities of other commercial commitments, including accrued interest, were as follows:

 

Other Commercial Commitments  Up to 1 month  Between 1 and 3 months  Between 3 and 12 months  Between 1 and 5 years  More than 5 years  Total
   (in millions of Ch$)
Guarantees    89,430    142,285    714,747    709,844    28,541    1,684,847 
Confirmed foreign letters of credit    16,522    12,504    6,535    34,872    -    70,434 
Letters of credit issued    39,552    100,407    37,753    1,330    -    179,042 
Pledges and other commercial commitments    11,935    11,179    58,629    82,212    -    163,955 
Total other commercial commitments    157,440    266,375    817,664    828,258    28,541    2,098,278 

 

Risk-Weighted Assets and Regulatory Capital

 

We currently have regulatory capital in excess of the minimum requirement under the current Chilean regulations. According to the General Banking Law, a bank is required to have regulatory capital of at least 8% of its risk-weighted assets, net of required loan loss allowances, and paid-in capital and reserves (i.e., basic capital) of at least 3% of its total assets, net of required loan loss allowances. For these purposes, the regulatory capital of a bank is the sum of: (1) the bank’s basic capital; (2) subordinated bonds issued by the bank valued at their placement price for an amount up to 50% of its basic capital, provided that the value of the bonds is required to be decreased 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. Santander-Chile does not have goodwill, but if it did, this value would be required to be deducted from regulatory capital. When calculating risk weighted assets, we also include off-balance sheet contingent loans. The merger of Old Santander Chile and Santiago on August 1, 2002 required a special regulatory pre-approval of the SBIF, which was granted on May 16, 2002. The resolution granting this pre-approval imposed a regulatory capital to risk weighted assets ratio of 12% for the merged bank. This requirement was reduced to 11% by the SBIF effective January 1, 2005. For purposes of weighing the risk of a bank’s assets, the General Banking Law considers five different categories of assets, based on the nature of the issuer, the availability of funds, and the nature of the assets and the existence of collateral securing such assets.

 

The following table sets forth our consolidated and risk-weighted assets and regulatory capital as of December 31, 2015 and 2014 as required by the SBIF.

 

   Consolidated assets as of 

Risk-weighted assets(1)

 

   December 31, 2015  December 31, 2014  December 31, 2015  December 31, 2014
   (Ch$ million)
Asset Balance (Net of allowances)            
Cash and deposits in bank    2,064,806    1,608,888    -     
Unsettled transactions    724,521    531,373    80,447    90,203 
Trading investments    324,271    774,815    57,796    89,605 
Investments under resale agreements    2,463        493     
Financial derivative contracts(2)    1,425,450    1,154,471    1,158,218    996,334 
Interbank loans    10,861    11,918    1,505    2,384 
Loans and accounts receivables from customers    24,535,201    22,179,938    21,480,044    19,519,483 
Available for sale investments    2,044,411    1,651,598    222,784    190,137 
Investments in other companies    20,309    17,914    20,309    17,914 
Intangibles assets    51,137    40,983    51,137    40,983 
Property, plant and equipment    240,659    211,561    240,659    211,561 
Current taxes    -    2,241    -    224 
Deferred taxes    331,714    282,173    33,171    28,221 
Other assets    1,097,826    493,173    603,503    493,173 
Off-balance sheet assets                  
Contingent loans    4,516,319    3,976,465    2,507,530    2,265,904 
Total    37,389,948    32,937,549    26,457,596    23,946,126 

 

 

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Ratio 

 

December 31, 2015 

December 31, 2014 

December 31, 2015 

December 31, 2014 

  (Ch$ million) % %
Basic capital(3) 2,734,699 2,609,896 7.31 7.92
Regulatory capital(4) 3,538,216 3,354,702 13.37 14.00
 
(1)As required by local regulations.

 

(2)Derivatives are shown as required by Chapter 12-1 RAN of Chilean Bank GAAP guidelines

 

(3)As a percentage of total assets.

 

(4)As a percentage of risk weighted assets (BIS ratio).

 

Financial Investments

 

Financial assets are classified into the following specified categories: financial assets trading investments at fair value through profit or loss (FVTPL), “held to maturity” investments, “available for sale investments” (AFS) financial assets and “loans and accounts receivable from customers.” The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

 

Effective interest method

 

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at fair value through profit or loss.

 

Financial assets at FVTPL - Trading investments

 

Financial assets are classified as at FVTPL when the financial asset is either held for trading or it is designated as at fair value through profit or loss.

 

A financial asset is classified as held for trading if:

 

·it has been acquired principally for the purpose of selling it in the near term; or

 

·on initial recognition it is part of a portfolio of identified financial instruments that the Bank manages together and has a recent actual pattern of short-term profit-taking; or

 

·it is a derivative that is not designated and effective as a hedging instrument.

 

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

 

·such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

 

·the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Bank's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

 

·it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as at FVTPL.

 

87 

 

 

Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘net income (expense) from financial operations' line item

 

Held to maturity investments

 

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Bank has the positive intent and ability to hold to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method less any impairment.

 

Available for sale investments (AFS investments)

 

AFS investments are non-derivatives that are either designated as AFS or are not classified as (a) loans and accounts receivable from customers, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss (trading investments).

 

Financial instruments held by the Bank that are traded in an active market are classified as AFS and are stated at fair value at the end of each reporting period. The Bank also has investments in financial instruments that are not traded in an active market but that are also classified as AFS investments and stated at fair value at the end of each reporting period (because the directors consider that fair value can be reliably measured). Changes in the carrying amount of AFS monetary financial assets relating to changes in foreign currency rates, interest income calculated using the effective interest method and dividends on AFS equity investments are recognized in profit or loss. Other changes in the carrying amount of available for sale investments are recognized in other comprehensive income and accumulated under the heading of Valuation Adjustment. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss.

 

Dividends on AFS equity instruments are recognized in profit or loss when the Bank's right to receive the dividends is established.

 

The fair value of AFS monetary financial assets denominated in a foreign currency is determined in that foreign currency and translated as the described in f) above. The foreign exchange gains and losses that are recognized in profit or loss are determined based on the amortized cost of the monetary asset.

 

AFS equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment losses at the end of each reporting period.

 

a) Trading

 

   As of December 31,
   2015  2014  2013
   (in millions of Ch$)
Central Bank and Government Securities         
Chilean Central Bank bonds    159,767    270,004    75,577 
Chilean Central Bank notes    -        100 
Other Chilean Central Bank and government securities    123,468    461,340    189,962 
Subtotal    283,235    731,344    265,639 
Other Chilean Securities               
Time deposits in Chilean financial institutions    -         
Mortgage bonds of Chilean financial institutions    -         
Chilean financial institutions bonds    -        10,042 
Chilean corporate bonds    37,630    36,339    2,229 
Other Chilean securities    -         
Subtotal    37,630    36,339    12,271 
Foreign securities               
Foreign Financial Securities    -         
Other foreign financial instruments    -         
Subtotal    -          
Investments in mutual funds    -         
Funds managed by related entities    3,406    7,132    9,657 
Subtotal    3,406    7,132    9,657 
                
Total    324,271    774,815    287,567 

 

 

88 

 

 

b) Available for sale

 

   As of December 31,
   2015  2014  2013
   (in millions of Ch$)
Central Bank and Government Securities         
Chilean Central Bank bonds    687,292    381,117    364,821 
Chilean Central Bank notes    -    384    1,078 
Other Chilean Central Bank and government securities    145,603    353,419    146,295 
Subtotal    832,895    734,920    512,194 
Other Chilean Securities               
Time deposits in Chilean financial institutions    712,859    590,382    1,011,354 
Mortgage bonds of Chilean financial institutions    29,025    31,693    33,856 
Chilean financial institution bonds    -         
Chilean corporate bonds    -         
Other Chilean securities    -         
Subtotal    741,884    622,075    1,045,210 
Foreign Financial Securities               
Central Bank and Government Foreign Securities    -         
Other Foreign financial securities    469,632    294,603    143,589 
Subtotal    469,632    294,603    143,589 
Total    2,044,411    1,651,598    1,700,993 

 

c) Held-to-maturity

 

No financial investments were classified as held-to-maturity as of December 31, 2015, 2014 and 2013.

 

The following table sets forth an analysis of our investments as of December 31, 2015 by remaining maturity and the weighted average nominal rates of such investments.

 

   Within one year  Weighted average Nominal Rate  After one year but within five years  Weighted average Nominal Rate  After five years but within ten years  Weighted average Nominal Rate  After ten years  Weighted average Nominal Rate  Total  Weighted average Nominal Rate
   (in millions of Ch$, except rates)
Trading                              
Central Bank and Government Securities                              
Central Bank bonds    144,470    3.9    9,249    4.3    5,753    2.0    295    1.7    159,767    3.8 
Central Bank notes    -    -    -    -    -    -    -    -    -    - 
Central Bank and government securities    -    -    78,486    4.3    12,325    3.0    32,657    3.7    123,468    4.0 
Subtotal    144,470         87,735         18,078         32,952         283,235      
Other Chilean Securities                                                  
Time deposits in Chilean financial institutions    -    -    -    -    -    -    -    -    -    - 
Mortgage bonds of Chilean financial institutions    -    -    -    -    -    -    -    -    -    - 
Chilean financial institutions bonds    -    -    -    -    -    -    -    -    -    - 
Chilean corporate bonds    -    -    -    -    23,000    2.7    14,630    2.7    37,630    2.7 
Other Chilean securities    -    -    -    -    -    -    -    -    -    - 
Subtotal    -         -         23,000         14,630         37,630      
Investment in mutual funds                                                  
Mutual funds administered by related parties    3,406    0.3    -    -    -    -    -    -    3,406    0.3 
Subtotal    3,406         -         -         -         3,406      
Total    147,876         87,735         41,078         47,582         324,271      

 

 

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   Within one year  Weighted average Nominal Rate  After one year but within five years  Weighted average Nominal Rate  After five years but within ten years  Weighted average Nominal Rate  After ten years  Weighted average Nominal Rate  Total  Weighted average Nominal Rate
   (in millions of Ch$, except rates)
Available for sale                              
Central Bank and Government Securities                              
Central Bank bonds    69,034    1.0    484,428    4.0    133,830    4.5    -    -    687,292    4.0 
Central Bank notes    -    -    -    -    -    -    -    -    -    - 
Central Bank and government securities    175    2.4    16,213    4.3    119,259    4.6    9,956    4.7    145,603    4.6 
Subtotal    69,209         500,641         253,089         9,956         832,895      
Other Chilean Securities                                                  
Time deposits in Chilean financial institutions    712,859    0.4    -    -    -    -    -    -    712,859    0.4 
Mortgage bonds of Chilean financial institutions    34    4.4    1,688    3.2    11,856    3.4    15,447    3.3    29,025    3.3 
Chilean financial institutions bonds    -    -    -    -    -    -    -    -    -    - 
Chilean corporate bonds    -    -    -    -    -    -    -    -    -    - 
Other Chilean securities    -    -    -    -    -    -    -    -    -    - 
Subtotal    712,893         1,688         11,856         15,447         741,884      
Other financial securities                                                  
Central Bank and Government Foreign Securities    -    -    -    -    -    -    -    -    -    - 
Other Foreign financial securities    14,157    0.5    15,326    2.0    440,149    2.9    -    -    469,632    2.8 
Subtotal    14,157         15,326         440,149         -         469,632      
Total    796,259         517,655         705,094         25,403         2,044,411      

 

Working Capital

 

As a bank, we satisfy our working capital needs through general funding, the majority of which derives from deposits and other borrowings from the public. (See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Deposits and Other Borrowings”). In our opinion, our working capital is sufficient for our present needs.

 

Liquidity Management

 

Liquidity management seeks 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

 

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in a timely manner at a reasonable price and the risk that we will be required to repay liabilities earlier than anticipated.

 

The following table sets forth the balance of our liquidity portfolio managed by our Financial Management Division in the manner in which it is presented to the Asset and Liability Committee (ALCO) and the Board. The ALCO has determined that our liquidity portfolio must be comprised of cash plus assets that can be readily convertible into cash either through the Central Bank window, overnight deposits or instruments or the local secondary market. The management of the Bank’s liquidity portfolio is performed by the Financial Management Division under rules determined by the ALCO.

 

   December 31, 2015  December 31, 2014
   Ch$ million
Balance as of:      
Financial investments for trading    324,271    774,815 
Available for sale investments    2,044,411    1,651,598 
Encumbered assets (net) (1)    (77,647)   (112,015)
Net cash (2)    (315,415)   14,774 
Net interbank deposits (3)    1,683,208    890,274 
Total liquidity portfolio    3,658,829    3,219,446 
 
(1)Assets encumbered through repurchase agreements are deducted from the liquidity portfolio

 

(2)Total cash minus reserve requirement of the Central Bank

 

(3)Includes overnight deposits in the Central Bank, domestic banks and foreign banks

 

   December 31, 2015  December 31, 2014
   Ch$ million
Average balance as of:      
Financial investments for trading    405,352    571,479 
Available for sale investments    1,902,050    1,673,423 
Encumbered assets (net) (1)    (74,664)   (97,712)
Net cash (2)    (244,186)   (50,554)
Net interbank deposits (3)    1,197,325    788,958 
Total liquidity portfolio    3,185,876    2,885,594 
 
(1)Assets encumbered through repurchase agreements are deducted from the liquidity portfolio

 

(2)Total cash minus reserve requirement of the Central Bank

 

(3)Includes overnight deposits in the Central Bank, domestic banks and foreign banks

 

Our general policy is to maintain liquidity adequate to ensure our ability to honor withdrawals of deposits, make repayments of other liabilities at maturity, extend loans and meet our own working capital needs. Our minimum amount of liquidity is determined by the statutory reserve requirements of the Central Bank. Deposits are subject to a statutory reserve requirement of 9% for demand deposits and 3.6% for Chilean peso-, UF- and foreign currency denominated time deposits with a term of less than a year. See “Item 4. Information on the Company—B. Business Overview—Competition—Regulation and Supervision.” The Central Bank has statutory authority to increase these percentages to up to 40% for demand deposits and up to 20% for time deposits. In addition, a 100% special reserve (reserva técnica) applies to demand deposits, deposits in checking accounts, other demand deposits received or obligations payable on sight and incurred in the ordinary course of business, other than deposits unconditionally payable immediately. This special reserve requirement applies to the amount by which the total of such deposits exceeds 2.5 times the amount of a bank’s regulatory capital. Interbank loans are deemed to have a maturity of more than 30 days, even if payable within the following 10 days.

 

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The Central Bank also requires us to comply with the following liquidity limits:

 

·The sum of the liabilities with a maturity of less than 30 days may not exceed the sum of the assets with a maturity of less than 30 days by an amount greater than our capital. This limit must be calculated in local currency and foreign currencies together as one gap. At December 31, 2015 the percentage of (i) our liabilities with a maturity of less than 30 days in excess of our assets with a maturity of less than 30 days to (ii) our capital and reserves was 41%.

 

·The sum of the liabilities in foreign currency with a maturity of less than 30 days may not exceed the sum of the assets in foreign currency with a maturity of less than 30 days by more than an amount greater than our capital. At December 31, 2015 the percentage of (i) our liabilities with a maturity of less than 30 days in foreign currency in excess of our assets in foreign currency with a maturity of less than 30 days to (ii) our capital and reserves was 0%, as the Bank had more foreign currency assets than liabilities for the calculation of this limit.

 

·The sum of the liabilities with a maturity of less than 90 days may not exceed the sum of the assets with a maturity of less than 90 days by more than 2 times our capital. This limit must be calculated in local currency and foreign currencies together as one gap. At December 31, 2015 the percentage of (i) our liabilities with a maturity of less than 90 days in excess of our assets with a maturity of less than 90 days to (ii) our capital and reserves was 46%.

 

We have set other liquidity limits and ratios that minimize liquidity risk. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”

 

Cash Flow

 

The tables below set forth our main sources of cash. The subsidiaries are not an important source of cash flow for us and therefore have no impact on our ability to meet our cash obligations. No legal or economic restrictions exist on the ability of subsidiaries to transfer funds to us in the form of loans or cash dividends as long as these subsidiaries abide by the regulations of the Ley de Sociedad Anónimas regarding loans to related parties and minimum dividend payments. See our Consolidated Statements of Cash Flows in our Audited Consolidated Financial Statements for a detailed breakdown of the Bank’s cash flow.

 

   Year ended December 31,
   2015  2014  2013
   Millions of Ch$
Net cash provided by (used in) operating activities    687,796    282,423    645,166 

 

Our operating activities generated cash of Ch$687,796 million in 2015. The consumption of cash due to loan growth and interest paid was more than offset by growth of deposits and interest and fee income received. Cash flow provided by total deposits was Ch$2,513,690 million in 2015 compared to Ch$1,466,272 million in 2014. Our operating activities generated cash of Ch$282,423 million in 2014. The consumption of cash due to loan growth and the expansion of our financial investments was more than offset by growth of deposits and other liabilities, but at a slower pace than in 2015. In 2013, operating activities generated cash in an amount of Ch$645,166 million. In said year, loan growth was financed through income, deposits, a decline in financial investments and mortgage bond issuances.

 

   Year ended December 31,
   2015  2013
   Millions of Ch$
Net cash (used in) provided by investment activities    (92,865)   (92,666)   30,000 
                

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In 2015, the Bank’s investment activities consumed cash in an amount of Ch$92,865 million. This was mainly due to the purchases of property, plant and equipment and the acquisition of intangibles. In 2014, the Bank’s investment activities consumed cash in an amount of Ch$92,666 million. This was also mainly due to the purchases of property, plant and equipment and the acquisition of intangibles. In 2013, we sold our asset management business for Ch$90,281 million, resulting in a positive cash flow from investment activities.

 

   Year ended December 31,
   2015  2014  2013
   Millions of Ch$
Net cash used in financing activities    (330,199)   (265,156)   (240,687)

 

In 2015, 2014 and 2013, the net cash used in financing activities can be explained by the Bank’s annual dividend payment each year.

 

Deposits and Other Borrowings

 

The following table sets forth our average balance of liabilities for the years ended December 31, 2015, 2014 and, 2013, in each case together with the related average nominal interest rates paid thereon.

 

   2015  2014  2013
   Average Balance  % of Total Average Liabilities  Average Nominal Rate  Average Balance  % of Total Average Liabilities  Average Nominal Rate  Average Balance  % of Total Average Liabilities  Average Nominal Rate
   (millions of Ch$, except percentages)
Interest-bearing liabilities                           
Savings accounts    114,330    0.3%   3.4%   108,185    0.3%   5.0%   103,760    0.4%   1.9%
Time deposits    12,685,504    36.7%   3.2%   11,952,994    36.5%   3.4%   9,949,401    36.8%   4.5%
Central Bank borrowings    4,891        1.0%   6,906        0.2%   221        6.3%
Repurchase agreements    228,050    0.7%   3.1%   413,263    1.3%   2.0%   266,883    1.0%   5.6%
Mortgage finance bonds    63,061    0.2%   10.2%   81,805    0.2%   11.9%   102,778    0.4%   8.0%
Other interest bearing liabilities    7,500,408    21.7%   5.5%   6,865,084    21.0%   6.9%   6,850,953    25.3%   4.7%
Subtotal interest-bearing liabilities    20,596,244    59.6%   4.0%   19,428,237    59.4%   4.6%   17,273,996    63.9%   4.6%
                                              
Non-interest bearing liabilities                                             
Non-interest bearing deposits    5,719,889    16.6%        5,386,272    16.5%        4,620,849    17.1%     
Derivatives    2,958,942    8.6%        2,719,386    8.3%        1,467,723    5.4%     
Other non-interest bearing liabilities    2,454,037    7.1%        2,501,651    7.6%        1,325,975    4.9%     
Shareholders’ equity    2,816,116    8.2%        2,689,037    8.2%        2,349,448    8.7%     
Subtotal non-interest bearing liabilities    13,948,984    40.4%        13,296,346    40.6%        9,763,995    36.1%     
Total liabilities    34,545,228    100.0%        32,724,583    100.0%        27,037,991    100.0%     

 

Our most important source of funding is our deposits. Average time deposits plus non-interest bearing demand deposits represented 53.3% of our average total liabilities and shareholders’ equity in 2015. Our current funding strategy is to continue to utilize all sources of funding in accordance with their costs, their availability and our general asset and liability management strategy. Special emphasis is being placed on lengthening the maturities of funding with institutional clients, diversifying our bond holder base and broadening our core deposit funding. We believe that broadening our deposit base by increasing the number of account holders has created a more stable funding source.

 

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Composition of Deposits

 

The following table sets forth the composition of our deposits and similar commitments at December 31, 2015, 2014, 2013, 2012 and 2011.

 

   2015  2014  2013  2012  2011
   (in millions of Ch$)
Demand deposits and other demand obligations               
Current accounts    5,875,992    5,131,130    4,403,526    4,006,143    3,543,776 
Other deposits and demand accounts    577,077    554,785    569,395    455,315    350,519 
Other demand obligations    903,052    794,582    647,842    508,561    519,520 
Subtotals    7,356,121    6,480,497    5,620,763    4,970,019    4,413,815 
Time deposits and other time deposits                         
Time deposits    12,065,697    10,303,167    9,567,855    9,008,902    8,816,766 
Time saving accounts    113,562    107,599    104,143    101,702    102,831 
Other time deposits    3,508    3,174    3,274    1,609    1,517 
Subtotals    12,182,767    10,413,940    9,675,272    9,112,213    8,921,114 
Total deposits and other commitments    19,538,888    16,894,437    15,296,035    14,082,232    13,334,929 

Maturity of Interest Bearing Deposits

 

The following table sets forth information regarding the currency and maturity of our interest bearing deposits as of December 31, 2015, expressed in percentages of our total deposits in each currency category. UF-denominated deposits are similar to peso-denominated deposits in all respects, except that the principal is readjusted periodically based on variations in the Chilean consumer price index.

 

   Ch$  UF  Foreign Currencies  Total
Demand deposits    0.02%   0.11%   0.01%   0.03%
Savings accounts    0.02%   10.06%   0.00%   0.93%
Time deposits:                    
Maturing within 3 months    71.92%   53.81%   90.54%   72.79%
Maturing after 3 but within 6 months    19.44%   14.66%   8.74%   17.55%
Maturing after 6 but within 12 months    6.73%   10.36%   0.48%   6.21%
Maturing after 12 months    1.87%   11.01%   0.23%   2.48%
Total time deposits    99.96%   89.83%   99.99%   99.04%
Total deposits    100.00%   100.00%   100.00%   100.00%

 

The following table sets forth information regarding the maturity of our outstanding time deposits in excess of U.S.$100,000 as of December 31, 2015.

 

   Ch$  UF  Foreign Currencies  Total
   (in millions of Ch$)
Time deposits:            
Maturing within 3 months    6,766,025    599,965    1,502,453    8,868,443 
Maturing after 3 but within 6 months    1,829,340    163,428    144,978    2,137,746 
Maturing after 6 but within 12 months    633,632    115,466    8,026    757,124 
Maturing after 12 months    175,889    122,731    3,764    302,384 
Total time deposits    9,404,887    1,001,590    1,659,221    12,065,697 

 

Short-term Borrowings

 

The principal categories of our short-term borrowings are repurchase agreements and interbank borrowings. The table below presents the amounts outstanding at each year-end indicated and the weighted-average nominal interest rate for each such year by type of short-term borrowing.

 

94 

 
   2015  2014  2013
   Balance  Weighted-Average Nominal Interest Rate  Balance  Weighted-Average Nominal Interest Rate  Balance  Weighted-Average Nominal Interest Rate
   (in millions of Ch$, except percentages)
Obligations arising from repurchase agreements    143,689    0.3%   392,126    0.2%   208,972    0.3%
Obligations with the Central Bank    4    0.5%   94    0.5%   220    0.5%
Loans from domestic financial institutions    -    -    66,006    0.2%   500    0.1%
Foreign obligations    868,593    0.4%   717,416    0.2%   1,529,511    0.3%
Total short-term borrowings    1,012,286    0.7%   1,175,642    0.2%   1,739,203    0.3%

 

The following table shows the average balance and the average nominal rate for each short-term borrowing category for the years indicated.

 

   2015  2014  2013
   Average Balance  Average Nominal Interest Rate  Average Balance  Average Nominal Interest Rate  Average Balance  Average Nominal Interest Rate
   (in millions of Ch$, except percentages)
Obligations arising from repurchase agreements    228,050    3.1%   413,263    2.0%   266,883    5.6%
Obligations with the Central Bank    4,891    1.0%   6,906    0.2%   221    6.3%
Loans from domestic financial institutions    88,296    0.6%   100,513    4.9%   33,834    4.6%
Foreign obligations    1,038,686    0.8%   1,508,559    1.3%   1,543,337    1.0%
Total short-term borrowings    1,359,923    1.1%   2,029,241    1.6%   1,844,275    1.8%

 

The following table presents the maximum month-end balances of our principal sources of short-term borrowings during the years indicated.

 

   Maximum 2015 Month-End Balance  Maximum 2014 Month-End Balance  Maximum 2013 Month-End Balance
   (in millions of Ch$)
Obligations arising from repurchase agreements    388,735    392,126    471,486 
Obligations with the Central Bank    85    205    370 
Loans from domestic financial institutions    205,069    206,530    251,600 
Foreign obligations    1,387,403    1,809,514    1,802,127 
Total short-term borrowings    1,981,292    2,408,375    2,525,583 

 

Total Borrowings

 

 

As of December 31, 2015 

 

Long-term 

Short-term 

Total 

  (in millions of Ch$)
Central Bank credit lines for renegotiations of loans (a) 4 4
Obligations under repurchase agreements 143,689 143,689
Mortgage finance bonds (b) 57,314 5,544 62,858
Senior bonds (c) 4,245,624 796,012 5,041,636
Mortgage bonds(d) 103,519 4,063 107,582
Subordinated bonds(e) 738,436 6,583 745,019
Borrowings from domestic financial institutions
Foreign borrowings(f) 438,977 868,593 1,307,570
Other obligations(g) 84,355 136,172 220,527
Total borrowings 5,668,225 1,960,660 7,628,885
         

 

95 

 

 

   As of December 31, 2014
   Long-term  Short-term  Total
   (in millions of Ch$)
Central Bank credit lines for renegotiations of loans (a)        94    94 
Obligations under repurchase agreements        392,126    392,126 
Mortgage finance bonds (b)    74,948    6,561    81,509 
Senior bonds (c)    3,701,885    1,166,602    4,868,487 
Mortgage bonds(d)    105,422    3,778    109,200 
Subordinated bonds(e)    715,465    10,451    725,916 
Borrowings from domestic financial institutions        66,006    66,006 
Foreign borrowings(f)    448,085    717,416    1,165,501 
Other obligations(g)    84,576    120,549    205,125 
Total borrowings    5,130,381    2,483,583    7,613,964 

 

   As of December 31, 2013
   Long-term  Short-term  Total
   (in millions of Ch$)
Central Bank credit lines for renegotiations of loans (a)        220    220 
Obligations under repurchase agreements        208,972    208,972 
Mortgage finance bonds (b)    95,174    6,493    101,667 
Senior bonds (c)    2,586,989    1,603,929    4,190,918 
Mortgage bonds(d)    70,339        70,339 
Subordinated bonds(e)    697,268    138,466    835,734 
Borrowings from domestic financial institutions        500    500 
Foreign borrowings(f)    152,146    1,529,511    1,681,657 
Other obligations(g)    88,083    101,698    189,781 
Total borrowings    3,689,999    3,589,789    7,279,788 

 

(a) Credit lines for renegotiations of loans

 

Central Bank borrowings include credit lines for the renegotiations of loans and other Central Bank borrowings. The maturities of the outstanding amounts due are as follows:

 

   As of December 31, 2015  As of December 31, 2014
   (in millions of Ch$)
Due within 1 year    4    94 
Total    4    94 

 

(b) Mortgage finance bonds

 

These bonds are used to finance mortgage loans. Their principal amounts are amortized on a quarterly basis. The range of maturities of these bonds is between five and twenty years. Loans are indexed to UF and pay a yearly interest rate.

 

 

As of December 31, 2015 

  (in millions of Ch$)
Due within 1 year 5,544
Due after 1 year but within 2 years 6,237
Due after 2 years but within 3 years 8,000
Due after 3 years but within 4 years 5,211
Due after 4 years but within 5 years 5,005
Due after 5 years 32,861
Total mortgage finance bonds 62,858

 

96 

 

 

(c) Senior bonds

 

The following table sets forth, at the dates indicated, our issued senior bonds. The bonds are denominated principally in UFs or U.S. dollars, and are principally used to fund assets with similar durations.

 

   As of December 31,
   2015  2014  2013
   (in millions of Ch$)
Senior Bonds in UF    2,179,643    1,797,438    1,964,905 
Senior Bonds in U.S.$    1,625,150    2,191,347    1,658,789 
Senior Bonds in CHF    535,448    443,186    246,284 
Senior Bonds in Ch$    475,075    236,025    277,530 
Senior Bonds in CNY            43,410 
Current bonds in AUD    62,066    62,472     
Santander bonds in JPY    164,254    138,019     
Total senior bonds    5,041,636    4,868,487    4,190,918 

 

The maturities of these bonds are as follows:

 

   As of December 31, 2015
   (in millions of Ch$)
Due within 1 year    796,012 
Due after 1 year but within 2 years    1,147,138 
Due after 2 years but within 3 years    415,914 
Due after 3 years but within 4 years    682,494 
Due after 4 years but within 5 years    466,700 
Due after 5 years    1,533,378 
Total bonds    5,041,636 

 

In 2015, the Bank issued bonds for UF22,000,000; CLP 200,000,000,000; CHF 150,000,000; and JPY 1,200,000,000 detailed as follows:

 

Series Currency Amount Term Issuance rate Series approval date Series maximum amount Maturity date
SG Series UF 3,000,000 12 years 3.30% per annum simple 11-01-2014 UF 3,000,000 11-01-2025
SF Series UF 3,000,000 5 years 3.00% per annum simple 11-01-2014 UF 3,000,000 04-01-2020
SB Series UF 2,000,000 5 years 2.65% per annum simple 07-01-2014 UF 2,000,000 07-01-2019
BSTDP6 Series UF 3,000,000 5 years 2.25% per annum simple 03-01-2015 UF 3,000,000 03-01-2020
BSTDP7 Series UF 3,000,000 8 years 2.40% per annum simple 03-01-2015 UF 3,000,000 09-01-2022
BSTDP8 Series UF 3,000,000 6 years 2.25% per annum simple 03-01-2015 UF 3,000,000 09-01-2021
BSTDP9 Series UF 2,000,000 6 years 2.60% per annum simple 03-01-2015 UF 5,000,000 09-01-2025
BSTDSA0714  Series UF 3,000,000 10 years 3.00% per annum simple 07-01-2014 UF 5,000,000 07-01-2024
UF Total UF 22,000,000          
BSTDP2 Series CLP 100,000,000,000 5 years 5.20% per annum simple 01-01-2015 CLP 100,000,000,000 03-01-2020
BSTDP4 Series CLP 100,000,000,000 5 years 4.80% per annum simple 03-01-2015 CLP 150,000,000,000 03-01-2020
CLP Total CLP 200,000,000,000          
CHF fixed rate bond CHF 150,000,000 7 years 0.38%  quarterly 05-19-2015 CHF 150,000,000 05-19-2022
CHF Total CHF 150,000,000          
JPY Current Bond JPY 1,200,000,000 5 years 0.42% biannually 12-17-2015 JPY 1,200,000,000 12-17-2020
JPY Total JPY 1,200,000,000          

97 

 

(d) Mortgage bonds

 

These bonds are used to finance mortgage loans with certain characteristics such as loan-to-value ratios below 80% and a debt servicing ratio of the client lower than 20%. All outstanding mortgage bonds are UF denominated.

 

The maturities of our mortgage bonds are as follows:

 

   As of December 31,
   2015  2014
    Ch$mn    Ch$mn 
Due within 1 year    4,063    3,778 
Due after 1 year but within 2 years    6,522    6,065 
Due after 2 year but within 3 years    6,733    6,261 
Due after 3 year but within 4 years    6,951    6,463 
Due after 4 year but within 5 years    7,175    6,671 
Due after 5 years    76,138    79,962 
Total mortgage bonds    107,582    109,200 

 

During 2015, the Bank has not placed any mortgage bonds.

 

(e) Subordinated bonds

 

The following table sets forth, at the dates indicated, the balances of our subordinated bonds. The following table sets forth, at the dates indicated, our issued subordinated bonds. The bonds are denominated principally in UFs or U.S. dollars, and are principally used to fund the Bank’s mortgage portfolio and are considered to be a part of our regulatory capital.

 

   As of December 31,
   2015  2014  2013
   (in millions of Ch$)
Subordinated bonds denominated in U.S.$    -    3    139,802 
Subordinated bonds linked to the Ch$    6    -    - 
Subordinated bonds linked to the UF    745,013    725,913    695,932 
Total subordinated bonds    745,019    725,916    835,734 

 

The maturities of these bonds, which are considered long-term, are as follows.

 

   As of December 31, 2015
   (in millions of Ch$)
Due within 1 year    6,583 
Due after 1 year but within 2 years    - 
Due after 2 years but within 3 years    - 
Due after 3 years but within 4 years    - 
Due after 4 years but within 5 years    - 
Due after 5 years    738,436 
Total subordinated bonds    745,019 

 

During 2015, the Bank did not issue subordinated bonds.

 

(f) Foreign borrowings

 

These are short-term and long-term borrowings from foreign banks used to fund our foreign trade business. The maturities of these borrowings are as follows.

 

98 

 
   As of December 31, 2015
   (in millions of Ch$)
Due within 1 year    868,593 
Due after 1 year but within 2 years    352,345 
Due after 2 years but within 3 years    35,390 
Due after 3 years but within 4 years    35,133 
Due after 5 years    16,109 
Total loans from foreign financial institutions    1,307,570 

 

(g) Other obligations

 

Other obligations are summarized as follows:

 

   As of December 31, 2015
    MCh$ 
Long term obligations     
Due after 1 years but within 2 years    3,497 
Due after 2 years but within 3 years    20,240 
Due after 3 years but within 4 years    16,063 
Due after 4 years but within 5 years    28,227 
Due after 5 years    16,328 
Long-term financial obligations subtotals    84,355 
Short term obligations:     
Amounts due to credit card operators    129,358 
Acceptance of letters of credit    3,176 
Other long-term financial obligations, short-term portion    3,638 
Short-term financial obligations subtotals    136,172 
Other financial obligations totals    220,527 

 

Other Off-Balance Sheet Arrangements and Commitments

 

In the normal course of our business, we are party to transactions with off-balance sheet risk. These transactions expose us to credit risk in addition to amounts recognized in the consolidated financial statements. The most important off-balance sheet item is contingent loans. Contingent loans consist of guarantees granted by us in Ch$, UF and foreign currencies (principally U.S.$), unused letters of credit and commitments to extend credit such as overdraft protection and credit card lines of credit. Such commitments are agreements to lend to a customer at a future date, subject to the customer compliance with the contractual terms. Since a substantial portion of these commitments is expected to expire without being drawn upon, the total amount of commitments does not necessarily represent our actual future cash requirements. We use the same credit policies in making commitments to extend credit as we do for granting loans, therefore, in the opinion of our management, our outstanding commitments represent normal credit risk.

 

The following table presents the Bank’s outstanding contingent loans as of December 31, 2015, 2014 and 2013:

 

   As of December 31,
   2015  2014  2013
   (in millions of Ch$)
Issued and documented letters of credit    179,042    205,920    218,032 
Confirmed foreign letters of credit    70,434    75,813    127,600 
Documented guarantees    1,684,847    1,481,154    1,212,799 
Other guarantees    163,955    262,169    181,416 
Subtotals    2,098,278    2,025,056    1,739,847 
Lines of credit with immediate availability    6,806,745    5,699,573    5,141,831 
Other irrevocable obligation    82,328    109,520    47,376 
Totals    8,987,351    7,834,149    6,929,054 

 

99 

 

Asset and Liability Management

 

Please refer to “Item 11. Quantitative and Qualitative Disclosures about Market Risk” for information regarding our policies with respect to asset and liability management.

 

Capital Expenditures

 

The following table reflects capital expenditures in each of the three years ended December 31, 2015, 2014 and 2013:

 

   Year Ended December 31,
   2015  2014  2013
   (in millions of Ch$)
Land and Buildings    27,781    24,957    17,470 
Machinery, Systems and Equipment    29,282    22,785    20,171 
Furniture, Vehicles, Other(1)    8,048    11,346    3,148 
Total    65,111    59,088    40,789 
 
(1)Includes assets ceded under operating leases.

 

The increase in capital expenditures in 2015 was mainly due to higher investments in IT hardware and software, and to refurbish branches.

 

C. Selected Statistical Information

 

The following information is included for analytical purposes and should be read in conjunction with our Audited Consolidated Financial Statements, as well as the discussion in this “Item 5. Item 5. Operating and Financial Review and Prospects.” The UF is linked to, and is adjusted daily to reflect changes in, the previous month’s Chilean consumer price index. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Impact of Inflation.”

 

Average Balances, 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 for us on an unconsolidated basis. Such average balances are presented in Chilean pesos, UFs and in foreign currencies (principally U.S. dollars). Figures from our subsidiaries have been calculated on the basis of monthly balances. The average balances of our subsidiaries, except Santander S.A. Agente de Valores, have not been categorized by currency. As such it is not possible to calculate average balances by currency for such subsidiaries on the basis of daily, weekly or monthly balances.

 

The nominal interest rate has been calculated by dividing the amount of interest and principal changes in the UF index (gain or loss) during the period by the related average balance, both amounts expressed in constant pesos.

 

Foreign exchange gains or losses on foreign currency-denominated assets and liabilities are not included in interest income or expense. Similarly, interest on the available for sale investment portfolio does not include trading or mark-to-market gains or losses on these investments. Interest is not recognized on non-performing loans. Non-performing loans that are past-due for 90 days or less have been included in each of the various categories of loans, and therefore affect the various averages. Non-performing loans consist of loans as to which either principal or interest is past-due (i.e., non-accrual loans) and restructured loans earning no interest.

 

Included in interbank deposits are checking accounts maintained in the Central Bank 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.

 

100 

 

The following tables show, by currency of denomination, average balances and, where applicable, interest amounts and real rates for our assets and liabilities for the years ended December 31, 2015, 2014 and 2013.

 

   For the year ended December 31,
   2015  2014  2013
  

Average

Balance

 

Interest

Earned

  Average
Nominal Rate
 

Average

Balance

 

Interest

Earned

 

Average

Nominal Rate

 

Average

Balance

 

Interest

Earned

 

Average

Nominal Rate

Assets                                             
Interest earning assets                                             
Deposits in Central Bank                                             
Ch$    283,376    7,246    2.6%   477,977    8,728    1.8%   246,757    4,092    1.7%
UF                       %           
Foreign currency                       %           %
Total    283,376    7,246    2.6%   477,977    8,728    1.8%   246,757    4,092    1.7%
Financial investments                                              
Ch$    1,323,540    29,488    2.2%   1,339,117    40,701    3.0%   1,067,737    68,060    6.4%
UF    139,394    9,583    6.9%   295,570    38,906    13.2%   434,485    14,945    3.4%
Foreign currency    1,054,110    10,784    1.0%   1,368,089    6,047    0.4%   523,584    2,013    0.4%
Total    2,517,044    49,855    2.0%   3,002,776    85,654    2.8%   2,025,806    85,018    4.2%
Commercial Loans                                             
Ch$    5,679,661    502,137    8.8%   5,658,176    474,537    8.4%   5,474,890    496,055    9.1%
UF    4,466,365    352,466    7.9%   4,077,560    381,244    9.3%   3,689,570    250,748    6.8%
Foreign currency    3,388,381    78,552    2.3%   2,874,210    67,140    2.3%   2,645,594    57,157    2.2%
Total    13,534,407    933,155    6.9%   12,609,946    922,921    7.3%   11,810,054    803,960    6.8%
Consumer loans                                             
Ch$    3,711,552    520,553    14.0%   3,502,026    600,869    17.2%   3,196,286    607,136    19.0%
UF    80,848    8,229    10.2%   91,668    11,191    12.2%   100,042    9,951    9.9%
Foreign currency    34,370           27,606           22,187    1    %
Total    3,826,770    528,782    13.8%   3,621,300    612,060    16.9%   3,318,515    617,088    18.6%
Mortgage loans                                             
Ch$    17,291    1,312    7.6%   23,758    4,918    20.7%   31,403    2,267    7.2%
UF    7,695,618    564,579    7.3%   6,535,989    591,446    9.0%   5,554,152    356,304    6.4%
Foreign currency            %           %           %
Total    7,712,909    565,891    7.3%   6,559,747    596,364    9.0%   5,585,555    358,571    6.4%
Interbank loans                                             
Ch$    2,271    364    16.0%   4,356    139    3.2%   5,102    195    3.8%
UF            %           %           %
Foreign currency    3,327    11    0.3%   1        %   3        %
Total    5,598    375    6.7%   4,357    139    3.2%   5,105    195    3.8%
Investment Agreements to resell                                             
Ch$    204    105    51.5%   4,074    793    19.5%   31,446    2,050    6.5%
UF        23    %       95    %   90    5    5.6%
Foreign currency            %           %           
Total    204    128    51.5%   4,074    888    19.5%   31,536    2,055    6.5%
Threshold(1)                                             
Ch$    29,895    62    0.2%   31        %           %
UF            %           %           %
Foreign currency    612,802    494    0.1%   479,488    264    0.1%   244,407    225    0.1%
Total    642,697    556    0.1%   479,519    264    0.1%   244,407    225    0.1%
Total interest earning assets                                             
Ch$    11,047,790    1,061,267    9.6%   11,009,515    1,130,685    10.3%   10,053,621    1,179,855    11.7%
UF    12,382,225    934,880    7.6%   11,000,787    1,022,882    9.3%   9,778,339    631,953    6.5%
Foreign currency    5,092,990    89,841    1.8%   4,749,394    73,451    1.5%   3,435,775    59,396    1.7%
Total    28,523,005    2,085,988    7.3%   26,759,696    2,227,018    8.3%   23,267,735    1,871,204    8.0%
                                              
Non-interest earning assets                                             
Cash                                             
Ch$    715,484              677,003              678,021           
UF                                           
Foreign currency    98,936              78,195              74,779           
Total    814,420              755,198              752,800           
Allowance for loan losses                                             
Ch$    (805,244)             (722,660)             (625,960)          
UF                                           
Foreign currency    (15)                                      
Total    (805,259)             (722,660)             (625,960)          
Fixed assets                                             
Ch$    222,083              202,902              131,372           
UF                                           
Foreign currency                                           
Total    222,083              202,902              131,372           
Derivatives                                             
Ch$    3,300,507              2,910,369              1,686,654           
UF                                           
Foreign currency                                2,459           
Total    3,300,507              2,910,369              1,689,113           

  

101 

   For the year ended December 31,
   2015  2014  2013
  

Average

Balance

 

Interest

Earned

  Average
Nominal Rate
 

Average

Balance

 

Interest

Earned

 

Average

Nominal Rate

 

Average

Balance

 

Interest

Earned

 

Average

Nominal Rate

                           
Financial Investment (Trading)                                             
Ch$    141,784            114,875            215,003         
UF    195,203            600,005            166,124         
Foreign currency    21,828            7            86         
Total    358,815            714,887            381,213         
Other assets                                             
Ch$    1,215,289            1,065,307            952,902         
UF    69,534            71,241            64,511         
Foreign currency    846,834            967,643            424,305         
Total    2,131,657            2,104,191            1,441,718         
Total non-interest earning assets                                             
Ch$    4,789,903            4,247,703            3,037,992         
UF    264,737            671,363            230,635         
Foreign currency    967,583            1,045,821            501,629         
Total    6,022,223            5,964,887            3,770,256         
Total assets                                             
Ch$    15,837,693    1,061,266        15,257,218    1,130,685        13,091,613    1,179,855     
UF    12,646,962    934,881        11,672,150    1,022,882        10,008,974    631,953     
Foreign currency    6,060,573    89,841        5,795,215    73,451        3,937,404    59,396     
Total    34,545,228    2,085,988        32,724,583    2,227,018        27,037,991    1,871,204     
Liabilities And Share-Holders’ Equity                                             
                                              
Interest bearing liabilities                                             
Savings accounts                                             
Ch$    1,413    5    0.4%   1,213    3    0.2%   1,105    3    0.3%
UF    112,917    3,937    3.5%   106,972    5,461    5.1%   102,655    1,906    1.9%
Foreign currency    —      —      %   —      —      %   —      —      %
Total    114,330    3,942    3.4%   108,185    5,464    5.0%   103,760    1,909    1.9%
Time deposits                                             
Ch$    9,260,339    334,259    3.6%   7,891,805    307,868    3.9%   7,148,978    386,545    5.4%
UF    965,138    63,857    6.6%   1,345,965    93,624    7.0%   819,695    57,379    7.0%
Foreign currency    2,460,027    5,303    0.2%   2,715,224    8,443    0.3%   1,980,728    6,061    0.3%
Total    12,685,504    403,419    3.2%   11,952,994    409,935    3.4%   9,949,401    449,985    4.5%
Central bank borrowings                                             
Ch$    4,869    46    1.0%   6,815    5    0.1%   —      —      %
UF    22    2    9.1%   91    9    9.9%   221    14    6.3%
Foreign currency    —      —      0.0%   —      —      %   —      —      %
Total    4,891    48    1.0%   6,906    14    0.2%   221    14    6.3%
Repurchase Agreements                                             
Ch$    220,849    6,954    3.1%   400,673    8,267    2.1%   258,971    15,089    5.8%
UF    —      1    %   —      —      %   —      0    %
Foreign currency    7,201    22    0.3%   12,590    27    0.2%   7,912    9    0.1%
Total    228,050    6,977    3.1%   413,263    8,294    2.0%   266,883    15,098    5.6%
Mortgage finance bonds                                             
Ch$    —      —      %   —      —      %   —      0    %
UF    63,061    6,420    10.2%   81,805    9,698    11.9%   102,778    8,235    8.0%
Foreign currency    —      —      %   —      —      %   —      0    %
Total    63,061    6,420    10.2%   81,805    9,698    11.9%   102,778    8,235    8.0%
Other interest bearing liabilities                                             
Ch$    677,014    109,455    16.2%   409,021    203,374    49.7%   393,354    62,642    15.9%
UF    3,020,987    227,384    7.5%   2,538,094    234,284    9.2%   2,654,931    150,770    5.7%
Foreign currency    3,802,407    73,137    1.9%   3,917,969    38,851    1.0%   3,802,668    105,789    2.8%
Total    7,500,408    409,976    5.5%   6,865,084    476,509    6.9%   6,850,953    319,201    4.7%
Total interest bearing liabilities                                             
Ch$    10,164,484    450,719    4.4%   8,709,527    519,517    6.0%   7,802,408    464,279    6.0%
UF    4,162,125    301,601    7.2%   4,072,927    343,076    8.4%   3,680,280    218,304    5.9%
Foreign currency    6,269,635    78,462    1.3%   6,645,783    47,321    0.7%   5,791,308    111,859    1.9%
Total    20,596,244    830,782    4.0%   19,428,237    909,914    4.7%   17,273,996    794,442    4.6%
                                              
Non interest bearing liabilities                                             
Non interest bearing demand deposits                                             
Ch$    5,617,012            5,282,135            4,520,789         
UF    35,163            35,333            32,787         
Foreign currency    67,714            68,804            67,273         
Total    5,719,889            5,386,272            4,620,849         

 

102 

   For the year ended December 31,
   2015  2014  2013
  

Average

Balance

 

Interest

Earned

  Average
Nominal Rate
 

Average

Balance

 

Interest

Earned

 

Average

Nominal Rate

 

Average

Balance

 

Interest

Earned

 

Average

Nominal Rate

Derivatives                                             
Ch$    2,958,942            2,719,386            1,466,096         
UF    —              —              —           
Foreign currency    —              —              1,627         
Total    2,958,942            2,719,386            1,467,723         
Other non-interest bearing liabilities                                            
Ch$    896,466            762,367            615,977         
UF    410,866            398,108            247,400         
Foreign currency    1,146,705            1,341,176            462,598         
Total    2,454,037            2,501,651            1,325,975         
Shareholders’ equity                                           
Ch$    2,816,116            2,689,037            2,349,448         
UF    —              —              —           
Foreign currency    —              —              —           
Total    2,816,116            2,689,037            2,349,448         
Total non-interest bearing liabilities and shareholders’ equity                                             
Ch$    12,288,536            11,452,925            8,952,310         
UF    446,029            433,441            280,187         
Foreign currency    1,214,419            1,409,980            531,498         
Total    13,948,984            13,296,346            9,763,995         
Total Liabilities and Share-Holders’ Equity                                           
Ch$    22,453,020    450,719        20,162,452    519,517        16,754,718    464,279     
UF    4,608,154    301,601        4,506,368    343,076        3,960,467    218,304     
Foreign currency    7,484,054    78,462        8,055,763    47,321        6,322,806    111,859     
Total    34,545,228    830,782        32,724,583    909,914        27,037,991    794,442     

____________________

(1) Threshold is the asset generated when we post collateral for a derivative with a counterparty that has negative mark-to-market for us. Some CSD agreements permit this collateral to generate interest at the overnight rate and this is the source of interest income associated with this asset.

 

Changes in Net Interest Revenue and Interest Expense: Volume and Rate Analysis

 

The following table allocates, by currency of denomination, changes in our net interest revenue and interest expense between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective nominal interest rates for 2015 compared to 2014 and 2014 compared to 2013. Volume and rate variances have been calculated based on movements in average balances over the period and changes in nominal interest rates on average interest-earning assets and average interest-bearing liabilities.

 

   Increase (Decrease) from 2014 to 2015
Due to Changes in
  Increase (Decrease) from 2013 to 2014
Due to Changes in
   Volume  Rate  Rate and Volume  Net Change from 2014 to 2015  Volume  Rate  Rate and Volume  Net Change from 2013 to 2014
Assets                                        
Interest earning assets                                        
Deposits in Central Bank                                        
Ch$    (3,503)   3,824    (1,803)   (1,482)   3,931    247    458    4,636 
UF                                 
Foreign currency                                 
Subtotal    (3,503)   3,824    (1,803)   (1,482)   3,931    247    458    4,636 
Financial investments                                        
Ch$    (467)   (10,713)   (33)   (11,213)   17,368    (36,303)   (8,424)   (27,359)
UF    (20,615)   (18,621)   9,913    (29,323)   (4,723)   42,580    (13,896)   23,961 
Foreign currency    (1,256)   8,209    (2,216)   4,737    3,378        656    4,034 
Subtotal    (22,338)   (21,125)   7,664    (35,799)   16,023    6,277    (21,664)   636 
Commercial loans                                        
Ch$    1,805    22,633    3,162    27,600    16,679    (38,324)   127    (21,518)
UF    36,159    (57,086)   (7,851)   (28,778)   26,383    92,239    11,874    130,496 
Foreign currency    11,826        (414)   11,412    5,030    2,646    2,307    9,983 
Subtotal    49,790    (34,453)   (5,103)   10,234    48,092    56,561    14,308    118,961 

 

103 

   Increase (Decrease) from 2014 to 2015
Due to Changes in
  Increase (Decrease) from 2013 to 2014
Due to Changes in
   Volume  Rate  Rate and Volume  Net Change from 2014 to 2015  Volume  Rate  Rate and Volume  Net Change from 2013 to 2014
                                         
Consumer loans                                        
Ch$    36,038    (112,065)   (4,289)   (80,316)   58,091    (57,533)   (6,825)   (6,267)
UF    (1,320)   (1,833)   191    (2,962)   (829)   2,301    (232)   1,240 
Foreign currency                            (1)   (1)
Subtotal    34,718    (113,898)   (4,098)   (83,278)   57,262    (55,232)   (7,058)   (5,028)
Mortgage loans                                        
Ch$    (1,339)   (3,112)   845    (3,606)   (550)   4,239    (1,038)   2,651 
UF    104,367    (111,112)   (20,122)   (26,867)   62,838    144,408    27,896    235,142 
Foreign currency                                 
Subtotal    103,028    (114,224)   (19,277)   (30,473)   62,288    148,647    26,858    237,793 
Interbank loans                                        
Ch$    (67)   558    (266)   225    (28)   (31)   3    (56)
UF    -    -    -    -                 
Foreign currency            11    11                 
Subtotal    (67)   558    (255)   236    (28)   (31)   3    (56)
Investment under agreement to resell                                        
Ch$    (755)   1,304    (1,237)   (688)   (1,779)   4,088    (3,566)   (1,257)
UF            (72)   (72)   (5)   (5)   100    90 
Foreign currency                                 
Subtotal    (755)   1,304    (1,309)   (760)   (1,784)   4,083    (3,466)   (1,167)
Threshold                                        
Ch$            62    62                 
UF                                 
Foreign currency    133        97    230    235        (196)   39 
Subtotal    133        159    292    235        (196)   39 
Total interest earnings assets                                        
Ch$    31,712    (97,571)   (3,559)   (69,418)   93,712    (123,617)   (19,265)   (49,170)
UF    118,591    (188,652)   (17,941)   (88,002)   83,664    281,523    25,742    390,929 
Foreign currency    10,703    8,209    (2,522)   16,390    8,643    2,646    2,766    14,055 
Total    161,006    (278,014)   (24,022)   (141,030)   186,019    160,552    9,243    355,814 
Liabilities and Shareholders’ Equity                                        
Interest bearing liabilities                                        
Savings accounts                                        
Ch$        2        2        (1)   1     
UF    303    (1,712)   (115)   (1,524)   82    3,285    188    3,555 
Foreign currency                                 
Subtotal    303    (1,710)   (115)   (1,522)   82    3,284    189    3,555 
Time deposits                                        
Ch$    53,373    (23,675)   (3,307)   26,391    40,113    (107,235)   (11,555)   (78,677)
UF    (26,658)   (5,384)   2,275    (29,767)   36,839        (594)   36,245 
Foreign currency    (766)   (2,715)   341    (3,140)   2,203        179    2,382 
Subtotal    25,949    (31,774)   (691)   (6,516)   79,155    (107,235)   (11,970)   (40,050)
Central bank borrowings                                        
Ch$    (2)   61    (18)   41            5    5 
UF    (7)   (1)   1    (7)   (8)   8    (5)   (5)
Foreign currency                                 
Subtotal    (9)   60    (17)   34    (8)   8         
Repurchase agreements                                        
Ch$    (3,776)   4,007    (1,544)   (1,313)   8,219    (9,582)   (5,459)   (6,822)
UF    -    -    1    1                 
Foreign currency    (11)   13    (7)   (5)   5    8    5    18 
Subtotal    (3,787)   4,020    (1,550)   (1,317)   8,224    (9,574)   (5,454)   (6,804)
Mortgage finance bonds                                        
Ch$                                 
UF    (2,231)   (1,391)   344    (3,278)   (1,678)   4,008    (867)   1,463 
Foreign currency                                 
Subtotal    (2,231)   (1,391)   344    (3,278)   (1,678)   4,008    (867)   1,463 

 

104 

   Increase (Decrease) from 2014 to 2015
Due to Changes in
  Increase (Decrease) from 2013 to 2014
Due to Changes in
   Volume  Rate  Rate and Volume  Net Change from 2014 to 2015  Volume  Rate  Rate and Volume  Net Change from 2013 to 2014
                                         
Other interest bearing liabilities                                        
Ch$    133,193    (137,022)   (90,090)   (93,919)   2,491    132,954    5,287    140,732 
UF    44,426    (43,148)   (8,178)   (6,900)   (6,660)   92,923    (2,749)   83,514 
Foreign currency    (1,156)   35,262    180    34,286    3,228    (68,448)   (1,718)   (66,938)
Subtotal    176,463    (144,908)   (98,088)   (66,533)   (941)   157,429    820    157,308 
Total interest bearing liabilities                                        
Ch$    182,788    (156,627)   (94,959)   (68,798)   50,823    16,136    (11,721)   55,238 
UF    15,833    (51,636)   (5,672)   (41,475)   28,575    100,224    (4,027)   124,772 
Foreign currency    (1,933)   32,560    514    31,141    5,436    (68,440)   (1,534)   (64,538)
Total    196,688    (175,703)   (100,117)   (79,132)   84,834    47,920    (17,282)   115,472 

 

Interest-Earning Assets: Net Interest Margin

 

The following table analyzes, by currency of denomination, the levels of average interest-earning assets and net interest earned by Santander-Chile, and illustrates the comparative net interest margins obtained, for each of the years indicated in the table.

 

   Year ended December 31,
   2015  2014  2013
   (in millions of Ch$)
Total average interest-earning assets         
Ch$    11,047,790    11,009,515    10,053,621 
UF    12,382,225    11,000,787    9,778,339 
Foreign currencies    5,092,990    4,749,384    3,435,775 
Total    28,523,005    26,759,696    23,267,735 
Net interest earned (1)               
Ch$    610,548    611,168    715,576 
UF    633,279    679,806    413,649 
Foreign currencies    11,379    26,130    (52,463)
Total    1,255,206    1,317,104    1,076,762 
Net interest margin (2)               
Ch$    5.53%   5.55%   7.12%
UF    5.11%   6.18%   4.23%
Foreign currencies    0.22%   0.55%   (1.53)%
Total    4.40%   4.92%   4.63%

____________________

(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 total average interest-earning assets.

 

105 

Return on Equity and Assets; Dividend Payout

 

The following table presents certain information and selected financial ratios for Santander-Chile for the years indicated.

 

   Year ended December 31,
Ch$ million  2015  2014  2013
Net income    451,729    575,910    444,429 
Net income attributable to shareholders    448,466    569,910    442,294 
Average total assets    34,545,228    32,724,583    27,037,991 
Average equity    2,816,116    2,689,037    2,349,448 
Net income as a percentage of:               
Average total assets    1.3%   1.8%   1.6%
Average equity    16.0%   21.4%   18.9%
Average equity as a percentage of:               
Average total assets    8.2%   8.2%   8.7%
Cash dividend (1)    336,659    330,198    265,156 
Dividend payout ratio, based on net income attributable to shareholders (1)    75.0%   58.0%   60.0%
 
(1)Cash dividend for 2015 represents cash dividend approved by shareholders on April 26, 2016.

 

The following table presents dividends declared and paid by us in nominal terms in the past four years:

 

Year  Dividend
Ch$ mn (1)
  Dividend
US$ mn (2)
  Per share Ch$/share (3)  Per ADS US$/ADS (4)  % over earnings (5)  % over earnings (6)
 2012    261,051    533.1    1.39    2.94    60    65 
 2013    232,780    493.1    1.24    1.05    60    65 
 2014    265,156    476.0    1.41    1.01    60    60 
 2015    330,198    540.4    1.75    1.15    60    58 
 2016 (6)     336,659    503.7    1.79    1.07    75    75 
 
(1)Millions of nominal pesos.

 

(2)Millions of US$ using the observed exchange rate of the day the dividend was approved in the annual shareholders meeting.

 

(3)Calculated on the basis of 188,446 million shares.

 

(4)Dividend in US$ million divided by the number of ADS, which was calculated on the basis of 1,039 shares per ADS for 2012. For 2013, 2014, 2015 and 2016, it is calculated on the basis of 400 shares per ADS.

 

(5)Calculated by dividing dividend paid in the year by net income attributable to the equity holders of the Bank for the previous year under Chilean GAAP.

 

(6)Calculated by dividing dividend paid in the year by net income attributable to the equity holders of the Bank for the previous year under IFRS.

 

106 

Loan Portfolio

 

The following table analyzes our loans by product type. Except where otherwise specified, all loan amounts stated below are before deduction for loan loss allowances. Total loans reflect our loan portfolio, including principal amounts of past due loan and substandard loans. 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 vary from loan to loan.

 

   As of December 31,
   2015  2014  2013  2012  2011
   (in millions of Ch$)
Commercial Loans:                         
Commercial loans    8,985,452    8,324,949    7,797,682    7,316,417    6,602,372 
Foreign trade loans    2,152,570    1,786,232    1,840,334    1,270,423    1,042,024 
Checking account debtors    234,723    266,231    279,657    205,355    132,383 
Factoring transactions    275,647    327,841    316,114    322,242    188,630 
Leasing transactions    1,534,192    1,489,384    1,349,814    1,277,555    1,237,675 
Other loans and accounts receivable    143,775    135,663    118,651    97,029    84,501 
Subtotal   13,326,359    12,330,300    11,702,252    10,489,021    9,287,585 
                          
Mortgage loans:                         
Mortgage finance bond backed loans    134,105    116,150    72,297    92,204    113,858 
Mortgage mutual loans    44,028    57,356    71,833    46,105    71,878 
Other mortgage mutual loans    7,634,717    6,458,525    5,481,682    5,133,272    4,929,927 
Subtotal    7,812,850    6,632,031    5,625,812    5,271,581    5,115,663 
                          
Consumer loans:                         
Installment consumer loans    2,469,646    2,320,775    2,168,121    1,857,657    1,808,594 
Credit card loans    1,434,609    1,362,587    1,235,881    1,054,473    920,852 
Consumer leasing contracts    5,460    5,270    3,451    3,688    3,727 
Other consumer loans    240,956    229,743    199,795    199,659    210,673 
Subtotal    4,150,671    3,918,375    3,607,248    3,115,477    2,943,846 
                          
Subtotal Loans to customers    25,289,880    22,880,706    20,935,312    18,876,079    17,347,094 
                          
Interbank loans    10,877    11,943    125,449    90,573    87,688 
                          
Total    25,300,757    22,892,649    21,060,761    18,966,652    17,434,782 

 

The loan categories are as follows:

 

Commercial loans

 

Commercial loans are long-term and short-term loans, including checking overdraft lines for companies, granted in Chilean pesos, inflation linked, U.S.$ linked or denominated in U.S.$. The interest on these loans is fixed or variable and is used primarily to finance working capital or investments. General commercial loans also include factoring operations.

 

Foreign trade loans are fixed rate, short-term loans made in foreign currencies (principally U.S.$) to finance imports and exports.

 

Checking account debtors mainly include mortgage loans (fixed and variable rate) that are inflation-indexed long-term loans with monthly payments of principal and interest secured by a real property mortgage. These loans can be endorsed to a third party.

 

Factoring transactions mainly include short-term loans to companies with a fixed monthly nominal rate backed by a company invoice.

 

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Leasing transactions are agreements for the financial leasing of capital equipment and other property.

 

Other loans and accounts receivable loans include other loans and accounts payable.

 

Mortgage loans

 

Mortgage mutual loans mainly include mortgage loans (fixed and variable rate) that are inflation-indexed long-term loans with monthly payments of principal and interest secured by a real property mortgage. These are financed by issuing mortgage bonds.

 

Mortgage finance bond backed loans are inflation-indexed, fixed or variable rate, long-term loans with monthly payments of principal and interest secured by a real property mortgage that are financed with mortgage finance bonds. 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. Mortgage bonds are our general obligations, and we are liable for all principal and accrued interest on such bonds. In addition, if the issuer of a mortgage finance bond becomes insolvent, the General Banking Law’s liquidation procedures provide that these types of mortgage loans with their corresponding mortgage bonds shall be auctioned as a unit and the acquirer must continue paying the mortgage finance bonds under the same conditions as the original issuer.

 

Other mortgage mutual loans mainly include mortgage loans (fixed and variable rate) that are inflation-indexed long-term loans with monthly payments of principal and interest secured by a real property mortgage. These are financed by our general borrowings.

 

Consumer loans

 

Installment consumer loans are loans to individuals, granted in Chilean pesos, generally on a fixed rate nominal basis, to finance the purchase of consumer goods or to pay for services.

 

Consumer loans through lines of credit are checking overdraft lines to individuals, granted in Chilean pesos, generally on a fixed rate nominal basis and linked to an individual’s checking account.

 

Credit card loans include credit card balances subject to nominal fixed rate interest charges.

 

Consumer leasing contracts are agreements for the financial leasing of automobiles and other property to individuals.

 

Other loans and accounts receivable from customers include draft lines for individuals.

 

Non-client loans

 

Interbank loans are fixed rate, short-term loans to financial institutions that operate in Chile.

 

Maturity and Interest Rate Sensitivity of Loans

 

The following table sets forth an analysis by type and time remaining to maturity of our loans as of December 31, 2015.

 

   Due in 1 year or less  Due after 1 year through 5 years  Due after 5 years  Total balance as of December 31, 2015
   (in millions of Ch$)
General commercial loans    4,640,615    3,235,176    1,992,287    9,868,078 
Foreign trade loans    1,700,661    182,013    31,722    1,914,396 
Leasing contracts    327,331    744,243    466,277    1,537,851 
Other outstanding loans    6,034    -    -    6,034 
Subtotal commercial loans    6,674,641    4,161,432    2,490,286    13,326,359 
Residential loans backed by mortgage bonds    11,659    28,502    10,572    50,733 
Other residential mortgage loans    425,462    1,441,862    5,894,793    7,762,117 
Subtotal residential mortgage loans    437,121    1,470,364    5,905,365    7,812,850 
Consumer loans    2,160,811    1,867,006    122,854    4,150,671 
Subtotal    9,272,573    7,498,802    8,518,505    25,289,880 
Interbank loans    10,877    -    -    10,877 
Total loans    9,283,450    7,498,802    8,518,505    25,300,757 

 

 

108 

 

The following tables present the total amount of loans due after one year that have fixed and variable interest rates as of December 31, 2015. See also “Item 5. Operating and Financial Review and Prospects –A. Operating Results—Interest Rates.”

 

   As of December 31, 2015
   (in millions of Ch$)
Variable Rate     
Ch$    1,159 
UF    623,256 
Foreign currencies    - 
Subtotal    624,415 
Fixed Rate     
Ch$    4,073,306 
UF    10,408,698 
Foreign currencies    910,887 
Subtotal    15,392,891 
Total    16,017,306 

 

Loans by Economic Activity

 

The following table sets forth, at the dates indicated, an analysis of our client loan portfolio based on the borrower’s principal economic activity and geographic distribution. Loans to individuals for business purposes are allocated to their economic activity.

 

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Domestic loans (*) as of December 31, 

Foreign loans (**) as of December 31, 

 

2015 

2014 

2013 

2012 

2011 

2015 

2014 

2013 

2012 

2011 

  (in millions of Ch$) (in millions of Ch$)
Commercial loans                    
Manufacturing 1,171,830 1,126,268 1,216,914 1,014,777 834,011 -
Mining 510,467 428,847 464,865 292,217 266,442 -
Electricity, gas and water 454,456 567,548 222,110 337,269 221,039 -
Agriculture and livestock 1,019,922 871,247 806,092 770,558 760,527 -
Forestry 96,069 98,039 183,716 120,002 89,353 -
Fishing 344,496 256,818 265,917 188,803 144,162 -
Transport 876,329 758,339 721,931 511,407 473,414 -
Communications 160,135 167,004 249,499 179,544 252,528 -
Construction 1,462,535 1,365,841 1,337,791 1,130,194 980,797 -
Commerce 3,050,663 2,773,410 2,578,979 2,396,428 1,916,400 10,827 11,899 125,383 90,546 87,041
Services 483,516 469,141 447,861 400,716 384,061 -
Other 3,695,991 3,447,842 3,206,643 3,147,133 2,965,498 -
Subtotals 13,326,409 12,330,344 11,702,318 10,489,048 9,288,232 10,827 11,899 125,383 90,546 87,041
Mortgage loans 7,812,850 6,632,031 5,625,812 5,271,581 5,115,663
Consumer loans 4,150,671 3,918,375 3,607,248 3,115,477 2,943,846
Total 25,289,930 22,880,750 20,935,378 18,876,106 17,347,741 10,827 11,899 125,383 90,546 87,041
                     
                     

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Total loans as of December 31, 

% of total loans as of December 31, 

 

2015 

2014 

2013 

2012 

2011 

2015 

2014 

2013 

2012 

2011 

  (in millions of Ch$) (in millions of Ch$)
Commercial loans                    
Manufacturing 1,171,830 1,126,268 1,216,914 1,014,777 834,011 4.63% 4.92% 5.78% 5.35% 4.78%
Mining 510,467 428,847 464,865 292,217 266,442 2.02% 1.87% 2.21% 1.54% 1.53%
Electricity, gas and water 454,456 567,548 222,110 337,269 221,039 1.80% 2.48% 1.05% 1.78% 1.27%
Agriculture and livestock 1,019,922 871,247 806,092 770,558 760,527 4.03% 3.81% 3.83% 4.06% 4.36%
Forestry 96,069 98,039 183,716 120,002 89,353 0.38% 0.43% 0.87% 0.63% 0.51%
Fishing 344,496 256,818 265,917 188,803 144,162 1.36% 1.12% 1.26% 1.00% 0.83%
Transport 876,329 758,339 721,931 511,407 473,414 3.46% 3.31% 3.43% 2.70% 2.72%
Communications 160,135 167,004 249,499 179,544 252,528 0.63% 0.73% 1.18% 0.95% 1.45%
Construction 1,462,535 1,365,841 1,337,791 1,130,194 980,797 5.78% 5.97% 6.35% 5.96% 5.63%
Commerce 3,061,490 2,773,410 2,704,362 2,486,974 2,003,441 12.10% 12.17% 12.84% 13.11% 11.49%
Services 483,516 469,141 447,861 400,716 384,061 1.91% 2.05% 2.13% 2.11% 2.20%
Other 3,695,991 3,447,842 3,206,643 3,147,133 2,965,498 14.61% 15.06% 15.23% 16.59% 17.01%
Subtotals 13,337,236 12,330,344 11,827,701 10,579,594 9,375,273 52.71% 53.92% 56.16% 55.78% 53.78%
Mortgage loans 7,812,850 6,632,031 5,625,812 5,271,581 5,115,663 30.88% 28.99% 26.71% 27.79% 29.34%
Consumer loans 4,150,671 3,918,375 3,607,248 3,115,477 2,943,846 16.41% 17.17% 17.13% 16.43% 16.88%
Total 25,300,757 22,880,750 21,060,761 18,966,652 17,434,782 100.00% 100.00% 100.00% 100.00% 100.00%
 
(*)Includes domestic interbank loans for Ch$ 50 million as of December 31, 2015 (Ch$44 million as of December 31, 2014), see Note 8 of the Audited Consolidated Financial Statements.

 

(**)Includes foreign interbank loans for Ch$ 10,827 million as of December 31, 2015 (Ch$11,899 million as of December 31, 2014), see Note 8 of the Audited Consolidated Financial Statements.

 

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Foreign Assets and Loans

 

Santander-Chile’s Asset and Liability Committee, or ALCO, is responsible for determining the maximum foreign country exposure the Bank is permitted to have. The ALCO has determined that the total foreign country exposure cannot be greater than 1-time regulatory capital. To determine this, each country is classified using a ranking system from 1 to 6 based on the definition promulgated by the SBIF, in which the main consideration is the international rating of each country. The ALCO has also set a higher limit if the foreign exposure is to related parties. As of December 31, 2015, the Bank’s foreign exposure, including the estimate of counterparty risk in our derivatives portfolio, was U.S.$2,090 million, or 4.3% of our assets. For more information please see note 37 of our Audited Consolidated Financial Statements.

 

Below, there are additional details regarding our exposure to countries in category 2 and 3, the riskiest categories we have exposure to as of December 31, 2015, considering fair value of derivative instruments. In this category Italy is the largest exposure and is also broke down below. We do not have sovereign exposure to Italy.

 

Country 

Classification (1) 

Derivative Instruments (adjusted to market) 

Deposits 

Loans 

Financial Investments USD Mn 

Total Exposure

USD Mn 

   

USD Mn 

USD Mn 

USD Mn 

   
Colombia 2 1.2 - - - 1.2
Italy 2 46.4 0.7 - - 47.1
Others 3 1.3 - - - 1.3
Total   48.9 0.7 - - 49.6
 
(1)Corresponds to country’s classification established in Chapter B-6 of the Compendium of Accounting Standards issued by the SBIF.

 

Our exposure to Grupo Santander is as follows:

 

Counterpart  Country  Classification 

Derivative

instruments

(market adjusted)*

USD Mn 

 

Deposits

USD Mn

  Loans
USD Mn
  Financial Investments USD Mn  Total Exposure USD Mn
Banco Santander Spain**   Spain    1    20.1    357.5    -    -    377.6 
 
*The total amount of this exposure to derivative instruments must be compensated daily with collateral and, therefore, the net credit exposure is US$ 0.28 million.

 

**We have included our exposure to Santander branches in New York and Hong Kong as exposure to Spain.

 

Furthermore, is additional detail regarding our exposure to the United States, which is the only country with more than 1% of exposure over total assets. Below we detail exposure to assets in the USA as of December 31, 2015, considering fair value of derivative instruments.

 

Country 

Classification (1)

  Derivative Instruments (adjusted to market)
USD Mn
  Deposits
USD Mn
  Loans
USD Mn
  Financial Investments USD Mn 

Total Exposure

USD Mn

 USA    1    27.8    1,371.2    -    21.1    1,420.2 

 

As of December 31, 2015, we had no applicable sovereign exposure, no unfunded exposure, no credit default protection and no current developments.

 

112 

Classification of Loan Portfolio

 

Credit Review Process

 

The Risk Division, our credit analysis and risk management group, is largely independent of our Commercial Division. Risk evaluation teams interact regularly with our clients. For larger transactions, risk teams in our headquarters work directly with clients when evaluating credit risks and preparing credit applications. Various credit approval committees, all of which include Risk Division and Commercial Division personnel, must verify that the appropriate qualitative and quantitative parameters are met by each applicant. Each committee’s powers are defined by our Board of Directors.

 

Santander-Chile’s governance rules have established the existence of two high-level committees to monitor and control credit risks: the Executive Credit Committee and the Risk Committee. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—A. Credit Risk” for more information.

 

Role of Santander Spain’s Global Risk Department: Credit Risk

 

In matters regarding Credit Risk, Santander Spain’s Global Risk Department has the following role:

 

·All credit risks greater than U.S.$40 million (U.S.$60 million for financial institutions), after being approved locally, are reviewed by Santander Spain. This additional review ensures that no global exposure limit is being breached.

 

·In standardized risks, the consumer and mortgage scoring models are developed locally but are reviewed and approved by Santander Spain’s Global Risk Department.

 

·For each scoring model, a monthly Risk Report is prepared, which is reviewed locally and is also sent to Santander Spain’s Global Risk Department. This report includes the evolution of basic credit risk parameters such as: loan amounts, non-performance, charge offs and provisions.

 

·Monthly, the Controller of the Risk Department sends a report to Santander Spain’s Global Risk Department covering all the main indicators regarding credit risk and the evolution of credit risk as compared to the budgeted levels.

 

Credit Approval

 

The following diagram lists our committees from which credit approval is required depending on total risk exposure for loans evaluated on an individual basis:

 

113 

 

 

 

We also have a department designated to monitor the quality of the loan portfolio on a continuous basis. The purpose of this special supervision is to maintain constant scrutiny over 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 that we are able to detect potentially problematic 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 these loans be reviewed at least three times per year for those clients in the lowest category of credit watch.

 

Credit Approval: Loans approved on an individual basis

 

In preparing a credit proposal for a corporate client whose loans are approved on an individual basis, Santander-Chile’s personnel verifies such parameters as debt servicing capacity (typically including projected cash flows), the company’s financial history and projections for the economic sector in which it operates. The Risk Division is closely involved in this process, and prepares the credit application for the client. All proposals contain an analysis of the client’s strengths and weaknesses, a rating and a recommendation. Credit limits are determined not on the basis of outstanding balances of individual clients, but on the direct and indirect credit risk of entire financial groups. For example, a corporation will be evaluated together with its subsidiaries and affiliates.

 

Credit Approval: Loans approved on a group basis

 

The majority of loans to individuals and small and mid-sized companies are approved by the Standardized Risk Area through an automated credit scoring system. This system is decentralized, automated and based on multiple parameters, including demographic and information regarding credit behavior from external sources and the SBIF.

 

Classification of Loan Portfolio

 

Loans are divided into: (i) consumer loans (including loans granted to individuals for the purpose of financing the acquisition of consumer goods or payment of services); (ii) 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 (iii) 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.

 

114 

Loans analyzed on an individual basis

 

For loans that are greater than Ch$150 million (US$286,000), the Bank uses internal models to assign a risk category level to each borrower and its respective loans. We consider the following risk factors: industry or sector of the borrower, the borrower’s competitive position in its markets, owners or managers of the borrower, the borrower’s financial situation, the borrower’s payment capacity and the borrower’s payment behavior to calculate the estimated incurred loan loss. Through these categories, we differentiate the normal loan portfolio from the impaired one.

 

These are our categories:

 

1.Debtors may be classified in risk categories A1, A2, A3 or B (if they are current on their payment obligations and show no sign of deterioration in their credit quality). B is different from the A categories by a certain history of late payments. The A categories are distinguished by different PNPs (as defined below).

 

2.Debtors classified as C1, C2, C3, C4, D1 or D2 include debtors whose loans with us have been charged off or administered by our Recovery Unit, or classified as Precontenciosos (PRECO or deteriorated).

 

For loans classified as A1, A2, A3 and B, we assign a specific provision level on an individual basis to each borrower and, therefore, the amount of loan loss allowance is determined on a case by case basis.

 

Estimated Incurred Loan Loss = Loan Loss Allowance

 

The estimated incurred loss is obtained by multiplying all risk factors defined in the following equation:

 

EIL= EXP x PNP x SEV

 

·EIL = Estimated Incurred Loan Loss. The estimated incurred loan loss is how much could be lost in the event a debtor does not perform the obligations under the loan.

 

·EXP = Exposure. This corresponds to the value of commercial loans.

 

·PNP = Probability of Non-Performance. This variable, expressed as a percentage, indicates the probability that a debtor will default. This percentage is associated with the internal rating that we give to each debtor, which is determined by analyzing such parameters as debt servicing capacity.

 

·SEV = Severity. This is the effective loss rate given default for debtors in the same segment, which is determined statistically based on the historical effective losses for us for each segment.

 

Every year, models together with PNP and SEV assumptions, are tested by the Bank’s Credit Risk Department, to ensure that they are appropriate at each reporting date so as to make sure any difference between the estimated incurred losses and real losses is reduced.

 

These tests focus on the validation of the sufficiency of the Bank’s 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 Risk Committee.

 

Our internal policy requires us to update appraisals of the fair value of collateral every 24 months, which policy does not vary by loan product. The appraisal is required to be performed within a shorter period if market conditions in general or conditions in a specific sector or with respect to certain customers indicate that the fair value of the collateral may have changed and any updated fair value of the collateral is factored into our allowance for loan loss calculations. A change in fair value of the collateral may change the risk category or profile of a customer which could result in lower or higher allowance for loan losses.

 

In accordance with such policy, every year we update appraisals of fair value of collateral before the end of the 24 month period for certain customers and such updated appraisals are considered in the calculation of the allowance

 

115 

for loan losses. The number of updated appraisals performed in 2012 was 72, in 2013 was 113, in 2014 was 98 and in 2015 was 43, and such updated appraisals were performed mainly because of changes in customer conditions (renegotiation deterioration of financial situation increase in credit line).

 

For loans classified in the C and D categories, loan loss allowances are based mainly on the fair value of the collateral, adjusted for an estimate cost to sell, that each of these loans have. Allowance percentage for each category is then based on the fair value of the collateral, or the expected future cash flow from the loan for each individually evaluated non-performing loans. As of December 31, 2015, loans classified in the C and D risk categories had the following associated loan loss allowance levels:

 

Classification   Allowance
C1   2%
C2   10%
C3   25%
C4   40%
D1   65%
D2   90%

 

Loans analyzed on a group basis

 

The Bank uses the concept of estimated incurred loss to quantify the allowances levels over loan analyzed on a group basis. Incurred loss is the expected provision expense that will appear one year away from the balance date of the transaction’s credit risk, considering the counterpart risk and the collateral associated to each transaction.

 

Following the Bank’s definition, the Bank uses group evaluation to approach transactions that have similar credit risk features, which indicate the debtor’s payment capacity of the entire debt, capital and interests, pursuant to the contract’s terms. In addition, this allows us to assess a high number of transactions with low individual amounts, whether they belong to individuals or small sized companies. Therefore, debtors and loans with similar features are grouped together and each group has a risk level assigned to it. These models are meant to be used mainly to analyze loans granted to individuals (including consumer loans, credit lines, mortgage loans and commercial loans) and commercial loans to SMEs.

 

Allowances are established using these models, taking into account the historical impairment and other known circumstances at the time of evaluation. After this, a historical loss rate is assigned to each portfolio profile constituting each segment. The method for assigning a profile is established based on a statistical building method, establishing a relation through a logistic regression various variables, such as payment behavior in the Bank, payment behavior outside the Bank, various socio-demographic data, among others, and a response variable that determines a client’s risk level, which in this case is 90 days of non-performance. Afterwards, common profiles are established related to a logical order and with differentiate default rates, applying the real historical loss the Bank has had with that portfolio.

 

Our models for loans analyzed on a group basis (consumer loans, residential mortgage loans and small-and-mid-sized commercial loans) are monitored on a monthly basis with respect to predictability and stability, using indices that seek to capture the underlying need to update the models for current loss trends. Therefore, the periods of historical net charge-offs used in the allowance model may be more than a year old as we only update the historical net charge-offs only when our assessment of predictability and stability indicators determine it is necessary.

 

The different risk categories are constructed and updated periodically based on the payment behavior of the client’s profile to which they belong, as well as his or her socio-demographic characteristics. Therefore, when a customer has past due balance or has missed some payments, the outcome is that the customer will move to a different segment with a higher loss rate, therefore capturing current trends for each risk profile.

 

116 

Once the customers have been classified, the loan loss allowance is the product of three factors: Exposure (EXP), Probability of Non-Performance (PNP) and Severity (SEV).

 

EXP = Exposure. This corresponds to the value of commercial loans.

 

PNP = Probability of Non-Performing. This variable, expressed as a percentage, indicates the probability that a debtor will default. This percentage is associated with the internal score that we give to each debtor, which is determined by analyzing such parameters as debt servicing capacity (including, usually, projected cash flows), the company’s financial history, the solvency and capacity of shareholders and management, and projections for the economic sector in which it operates. The internal rating can be different from ratings obtained from external third parties.

 

SEV = Severity. This is the effective loss rate given default for debtors in the same segment, which is determined statistically based on the historical effective losses for us for each segment.

 

PNP and SEV are reviewed and updated every three years. Every year, models together with PNP and SEV assumptions, are tested by the Bank’s Credit Risk Department, to ensure that they are appropriate at each reporting date so as to make sure any difference between the estimated incurred losses and real losses is reduced.

 

Allowances for consumer loans

 

The estimated incurred loss rates for consumer loans correspond to charge-offs net of recoveries. The methodology establishes the period in which the estimated incurred loss for each risk profile emerges. Once the loss has been considered to have been incurred, the estimated incurred loss rates are applied to the corresponding risk profile to obtain the net charge-off level associated with this period. The loss rates applied to each risk profile are based only on the historical net charge-off data for that specific profile within one of the four groups of consumer loans. No other statistical or other information other than net charge-offs is used to determine the loss rates.

 

The following table sets forth the allowances required by our models for consumer loans from June 2012 to December 2014:

 

Bank:

 

   

Allowance Level(1) (Loss rate) 

   

Not renegotiated 

Loan type 

Risk Profile 

New Clients 

Existing Clients 

Performing Consumer Profile 1 24.5% 20.9%
  Profile 2 14.0% 10.1%
  Profile 3 7.3% 5.0%
  Profile 4 3.4% 2.1%
  Profile 5 2.1% 1.4%
  Profile 6 1.3% 0.9%
  Profile 7 0.8% 0.5%
  Profile 8 0.4% 0.3%

 

   

Allowance Level(1) (Loss rate)

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were less than 90 days past due at the time of renegotiation Profile 1 29.7%
  Profile 2 21.5%
  Profile 3 10.7%
  Profile 4 6.5%
  Profile 5 4.2%
  Profile 6 3.2%

 

117 

   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were more than 90 days past due at the time of renegotiation (2) Profile 1 100.0%
  Profile 2 56.0%
  Profile 3 47.0%
  Profile 4 38.5%

 

   

Allowance Level(1) (Loss rate) 

   

Not renegotiated 

 

Loan type 

Days Past Due 

New Clients 

Existing Clients 

Renegotiated 

Non-performing Consumer 90-120 38.5% 38.5% 41.6%
  120-150 47.0% 47.0% 48.8%
  150-180 55.0% 55.0% 55.9%
  >180   Charged-off  

Santander Banefe:

 

   

Allowance Level(1) (Loss rate) 

   

Not renegotiated 

Loan type 

Risk Profile 

New Clients 

Existing Clients 

Performing Consumer Profile 1 26.7% 22.3%
  Profile 2 14.2% 12.3%
  Profile 3 9.0% 4.4%
  Profile 4 5.8% 2.2%
  Profile 5 3.1% 0.7%
  Profile 6 1.3% 0.2%
  Profile 7 0.1%

 

   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were less than 90 days past due at the time of renegotiation Profile 1 36.6%
  Profile 2 29.6%
  Profile 3 21.0%
  Profile 4 12.2%
  Profile 5 7.1%
  Profile 6 5.2%

 

   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were more than 90 days past due at the time of renegotiation(2) Profile 1 100.0%
  Profile 2 64.7%
  Profile 3 48.9%
  Profile 4 32.1%

 

118 

   

Allowance Level(1) 

   

Not renegotiated 

 

Loan type 

Past-due Days 

New Clients 

Existing Clients 

Renegotiated (2) 

Non-performing Consumer 90-120 32.1% 32.1% 48.9%
  120-150 37.4% 37.4% 55.8%
  150-180 42.7% 42.7% 64.7%
  >180   Charged-off  
 
1.Percentage of loans outstanding

 

2.This category relates only to loans which were renegotiated and were less than 90 days past due at the time of renegotiation, migrating from such category as they reached 90 days past due since renegotiation.

 

During the second half of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank updated its allowances model for consumer loans. The model was calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of implementing more robust techniques of statistical processes and more historical information, resulting in stronger parameters for the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes resulted in the release of consumer provisions of Ch$26,563 million in 2014. As this is a change in estimation, the impact of this improvement was recognized under the "Provisions for loan losses" in the Consolidated Statement of Income for the year in accordance with IAS 8. The most important improvement was the development of a separate model for our Santander Select customers, which are higher income clients. This is in line with the Bank’s strategy of reducing exposure to the low-end of the consumer market and growing in less risky segments. The following table sets forth the allowances required by our models for consumer loans since December 2014:

 

Bank:

 

   

Allowance Level(1) (Loss rate) 

   

Not renegotiated 

Loan type 

Risk Profile 

New Clients 

Existing Clients 

Santander Select* 

Performing Consumer Profile 1 19.03% 20.81% 10.70%
  Profile 2 7.53% 6.53% 2.35%
  Profile 3 4.52% 3.06% 1.02%
  Profile 4 2.99% 1.67% 0.47%
  Profile 5 1.91% 0.93% 0.23%
  Profile 6 1.38% 0.43% 0.14%
  Profile 7 0.77% 0.20% 0.08%
  Profile 8 0.30% 0.08% 0.04%
 
*Santander Select includes those clients attended to within the Santander Select distribution network, which is part of the Retail Banking segment.

 

   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were less than 90 days past due at the time of renegotiation (2) Profile 1 29.14%
  Profile 2 25.78%
  Profile 3 21.57%
  Profile 4 17.58%
  Profile 5 13.47%
  Profile 6 10.84%
  Profile 7 8.12%
  Profile 8 5.37%

119 

   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were more than 90 days past due at the time of renegotiation (2) Profile 1 100.0%
  Profile 2 52.92%
  Profile 3 44.99%
  Profile 4 37.17%

 

   

Allowance Level(1) (Loss rate) 

   

Not renegotiated 

 

Loan type 

Days Past Due 

New Clients 

Existing Clients 

Select 

Renegotiated 

Non-performing Consumer 90-120 37.17% 37.17% 37.17% 41.72%
  120-150 44.99% 44.99% 44.99% 47.68%
  150-180 52.92% 52.92% 52.92% 54.14%
  >180     Charged-off  

Santander Banefe:

 

   

Allowance Level(1) (Loss rate) 

   

Not renegotiated 

Loan type 

Risk Profile 

New Clients 

Existing Clients 

Performing Consumer Profile 1 24.45% 18.95%
  Profile 2 13.53% 7.14%
  Profile 3 9.12% 3.27%
  Profile 4 7.39% 1.90%
  Profile 5 6.47% 0.94%
  Profile 6 4.74% 0.60%
  Profile 7 3.68% 0.28%
  Profile 8 1.35% 0.17%
       
   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were less than 90 days past due at the time of renegotiation Profile 1 32.09%
  Profile 2 29.67%
  Profile 3 27.96%
  Profile 4 24.17%
  Profile 5 18.67%
  Profile 6 14.79%
  Profile 7 11.22%
  Profile 8 8.78%
   
   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated 

Renegotiated Consumer which were more than 90 days past due at the time of renegotiation(2) Profile 1 100.0%
  Profile 2 42.04%
  Profile 3 35.97%
  Profile 4 31.48%

120 

   

Allowance Level(1) 

   

Not renegotiated 

 

Loan type 

Past-due Days 

New Clients 

Existing Clients 

Renegotiated (2) 

Non-performing Consumer 90-120 31.48% 31.48% 44.50%
  120-150 35.97% 35.97% 50.06%
  150-180 42.04% 42.04% 58.56%
  >180   Charged-off  
 
1.Percentage of loans outstanding

 

2.This category relates only to loans which were renegotiated and were less than 90 days past due at the time of renegotiation, migrating from such category as they reached 90 days past due since renegotiation.

 

There are two renegotiated categories in our consumer loan portfolio:

 

1.Renegotiated Consumer which were less than 90 days past due at the time of renegotiation. The allowance for loan loss percentages (or loss rates) are assigned based on six different risk profiles which are determined based on demographic and payment behavior variables.

 

2.Renegotiated Consumer which were more than 90 days past due at the time of renegotiation The loss rates are assigned based on four different risk profiles which are determined based on the number of days overdue at the time of renegotiation:

 

Profile 1: 180 or more days past due 

Profile 2: between 150 and 180 days past due 

Profile 3: between 120 and 150 days past due 

Profile 4: between 90 and 120 days past due

 

Allowances for residential mortgage loans

 

As of June 2011, our provision methodology for residential mortgage loans takes into consideration different factors in order to group customers with less the 90 days past due into seven different risk profiles. Factors considered, in the first place, are whether the customer is a new customer or with prior history with the Bank or if it is a Banefe customer. For each of these three main categories additional factors are considered in order to develop risk profiles within each risk category, including payment behavior, non-performance less than 90 days, collateral levels, renegotiation history with the Bank, and historical amounts of net charge-offs, among others. The explanation for the initial segregation into three categories, existing, new or Banefe customer, is as follows: Banefe customers have a different risk profile as they relate to low income individuals; an existing customer (Banefe or Bank) is a customer for which there is a broader level of information and history of payment behavior with the Bank, while for a new customer the Bank has no history of payment behavior and only information from the banking system and credit bureaus is available. The risk categories are such that when a customer’s payment behavior deteriorates, the outcome is that the customer will move to a different risk category with a higher loss rate, therefore capturing the current status of the customer.

 

Mortgage loans with more than 90 days past due balances are assigned a loss rate of 11.01%. We determined that 90 days is appropriate, since our historical analysis of customer’s behavior has shown that after 90 days, customers are likely to default on their obligations, and that, over succeeding periods, the loss incurred does not increase given the high fair value of collateral percentage to loan amount required under our credit policies for this type of loan. Also, we note that the Chilean economy’s stability over the last few years has not resulted in other than insignificant fluctuations in collateral fair values on residential mortgage loan properties. When the customer becomes current in its payments, such customer will migrate to one of the profiles in the table above.

 

The following table sets forth the required loan loss allowance for residential mortgage loans since 2013:

 

   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

New client 

Old 

Banefe 

Residential mortgage Profile 1 5.96% 5.14% 6.19%
  Profile 2 1.81% 1.54% 2.74%
  Profile 3 0.49% 0.64% 0.77%
  Profile 4 0.17% 0.28% 0.26%
  Profile 5 0.11% 0.13% 0.08%
  Profile 6 0.03% 0.03% 0.07%
  Profile 7   0.02%  

 

121 

Small- and mid-sized commercial loans

 

To determine the estimated incurred loss for individuals (natural persons), small- and mid-sized commercial loans collectively evaluated for impairment, we mainly analyze the payment behavior of clients, particularly the payment behavior of clients with payments that are 90 days or more past-due, clients with other weaknesses, such as early non-performance (i.e., payments that are past-due, though by less than 90 days), clients with modified loans and clients with renegotiated loans, as well as success in recovery against these clients. We also consider whether the loan has underlying mortgage collateral.

 

The risk categories are such that when a customer has a past-due balance or has missed some payments, the outcome is that the customer will move to a different risk category with a higher loss rate, therefore capturing current trends of the customer and, in the aggregate, current trends in the market. In order to calculate the estimated incurred loan loss for all commercial loans collectively evaluated for impairment, the Bank sub-divided the portfolio in the following way:

 

Allowance Level

Small- and mid-sized commercial loans collectively evaluated for impairment

Loan type

Non-renegotiated, w/o mortgage
collateral, new client, % 

Non-renegotiated, w/o mortgage
collateral, existing client, % 

Non-renegotiated, with mortgage
collateral, % 

Profile 1 37.20% Profile 1 37.20% Profile 1 10.60%
Profile 2 31.93% Profile 2 18.11% Profile 2 4.42%
Profile 3 13.25% Profile 3 4.45% Profile 3 0.68%
Profile 4 5.09% Profile 4 2.06% Profile 4 0.17%
Profile 5 1.50% Profile 5 0.52% Profile 5 0.11%
Profile 6 0.55%     Profile 6 0.02%
Profile 7 0.05%        
           

Renegotiated, % 

       
Profile 1 29.20%        
Profile 2 19.42%        
Profile 3 10.28%        
Profile 4 3.75%        
Profile 5 1.13%        
Profile 6 0.13%        
           

During the second half of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank updated its allowances model for commercial loans. The model was calibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of implementing more robust statistical processes and more historical information, resulting in stronger parameters for the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation. These changes resulted in an increase in commercial provisions of Ch$45,141 million in 2014. Considering this impact and the reversal of Ch$26,563 million in the consumer loan provisioning model, the net increase of these improvements (Ch$18,578 million) was recognized under the “Provisions for loan losses” in the Consolidated Statement of Income for the year in accordance with IAS 8.

 

The following table sets forth the allowances required by our models for commercial loans assessed on a group basis since December 2014:

 

122 

   

Allowance Level(1) (Loss rate) 

   

Non-renegotiated client 

Loan type 

Risk Profile 

Commercial loan to individuals w/o mortgage collateral 

Commercial loan to individuals with mortgage collateral 

Small Enterprise

Mid-sized Enterprise 

Performing commercial loan Profile 1 30.60% 6.66% 13.24% 11.31%
  Profile 2 26.81% 2.73% 5.34% 6.24%
  Profile 3 20.37% 0.95% 2.87% 3.23%
  Profile 4 10.80% 0.45% 1.67% 2.43%
  Profile 5 5.69% 0.23% 0.90% 1.28%
  Profile 6 4.48% 0.11% 0.44% 0.66%
  Profile 7 1.96% 0.03% 0.19% 0.32%
  Profile 8 1.15% 6.66%   0.11%

 

   

Allowance Level(1) (Loss rate) 

Loan type 

Risk Profile 

Renegotiated client 

Renegotiated client that was less than 90 days past due at the time of renegotiation Profile 1 20.77%
  Profile 2 17.99%
  Profile 3 14.51%
  Profile 4 11.30%
  Profile 5 7.95%
  Profile 6 6.40%
  Profile 7 4.66%

 

   

Allowance level (loss rate) (1) 

Loan type 

Risk Profile 
(Days past due) 

Commercial loan to individuals w/o mortgage collateral 

Commercial loan to individuals with mortgage collateral 

Small Enterprise 

Mid-sized Enterprise 

Renegotiated commercial loans which were more than 90 days past due at the time of renegotiation (2) Profile 1 (90-179 days) 52.61% 15.58% 27.89% 21.90%
Profile 2 (180-359 days) 52.61% 23.46% 42.33% 37.15%
Profile 3 (360-719 days) 58.85% 33.13% 51.59% 48.68%
Profile 4 (>720 days) 60.92% 41.30% 54.77% 49.20%

 

 

Allowance level (loss rate) (1) 

Loan type 

Days past-due 

Commercial loan to individuals w/o mortgage collateral 

Commercial loan to individuals with mortgage collateral 

Small Enterprise 

Mid-sized Enterprise 

Renegotiated 

Non-performing commercial loan 90-179 52.61% 15.58% 27.89% 21.90% 24.92%
180-359 52.61% 23.46% 42.33% 37.15% 40.47%
360-719 58.85% 33.13% 51.59% 48.68% 51.52%
>720 60.92% 41.30% 54.77% 49.20% 57.18%
 
(1)Percentage of loans outstanding

 

(2)This category relates only to loans which were renegotiated and were less than 90 days past due at the time of renegotiation, migrating from such category as they reached 90 days past due since renegotiation.

 

123 

Analysis of Santander-Chile’s Loan Classification

 

The following tables provide statistical data regarding the classification of our loans analyzed on an individual basis as of December 31, 2015, 2014 and 2013.

 

 

As of December 31, 

 

2015 

2014 

2013 

Category 

Individual 

Percentage 

Allowance 

Percentage 

Individual 

Percentage 

Allowance 

Percentage 

Individual 

Percentage 

Allowance 

Percentage 

  Ch$mn % Ch$mn % Ch$mn % Ch$mn % Ch$mn % Ch$mn %
Individu-alized business                        
A1 2,073,792 8.20 1,210 0.17 1,911,035 8.35 998 0.15 2,395,371 11.4 1,589 0.3
A2 5,898,065 23.32 17,353 2.28 5,564,372 24.30 16,334 2.39 4,846,240 23.0 20,416 3.3
A3 1,599,234 6.32 25,145 3.30 1,334,042 5.83 19,630 2.87 1,281,756 6.1 27,982 4.6
B 504,937 1.99 37,157 4.87 398,611 1.74 29,189 4.27 374,051 1.8 30,536 5.0
C1 81,767 0.32 1,635 0.21 79,148 0.35 1,583 0.23 56,040 0.3 1,121 0.2
C2 48,569 0.19 4,857 0.64 66,267 0.29 6,627 0.97 46,996 0.2 4,700 0.8
C3 37,663 0.15 9,416 1.24 16,742 0.07 4,185 0.61 20,780 0.1 5,195 0.8
C4 69,952 0.28 27,981 3.67 33,074 0.14 13,229 1.93 43,109 0.2 17,243 2.8
D1 76,157 0.30 49,503 6.49 59,585 0.26 38,730 5.66 61,246 0.3 39,811 6.5
D2

92,682

0.36

83,414

10.94

94,832

0.41

85,348

12.47

64,755

0.3

58,279

9.5

Total

10,482,818

41.43

257,671

33.81

9,557,708

41.74

215,853

31.55

9,190,344

43.7

206,872

33.8

 

Classification of Loan Portfolio Based on the Borrower’s Payment Performance

 

Non-performing loans include the aggregate principal and accrued but unpaid interest of any loan with one installment that is at least 90 days past-due, and do not accrue interest.

 

Impaired loans include: (a) for loans individually evaluated for impairment: (i) the carrying amount of all loans to clients that are rated C1 through C4, D1 and D2 and (ii) the carrying amount of all loans to an individual client with at least one non-performing loan (which is not a residential mortgage loan past due less than 90 days), regardless of category; and (b) for loans collectively evaluated for impairment, the carrying amount of all loans to a client, when at least one loan to that client is not performing or has been renegotiated. See “Note 9—Loans and Accounts Receivables from Customers” of the Audited Consolidated Financial Statements. Renegotiated loans, on which payments are not past-due, are not ordinarily classified as non-performing loans, but do not accrue interest.

 

Charge-offs

 

As a general rule, charge-offs should be done when all collection efforts have been exhausted. These charge-offs consist of derecognition from the Consolidated Statements of Financial Position of the corresponding loans operations in its entirety, and, therefore, include portions not past-due of a loan in the case of installments loans or leasing operations (no partial charge-offs exists). Subsequent payments obtained from charged-off loans will be recognized in the Consolidated Statement of Income as a recovery of loans previously charged-off. Loan and accounts receivable charge-offs are recorded for overdue, past due, and current installments based on the time periods expired since reaching overdue status, as described below:

 

Type of contract 

Term 

Consumer loans with or without collateral 6 months
Other transactions without collateral 24 months
Commercial loans with collateral 36 months
Mortgage loans 48 months
Consumer leasing 6 months
Other non-mortgage leasing transactions 12 months
Mortgage leasing (household and business) 36 months

 

Any payment agreement of an already charged-off loan will not give rise to income-as long as the operation is still in an impaired status-and the effective payments received are accounted for as a recovery from loans previously charged-off. In general, legal collection proceedings are commenced with respect to consumer loans once they are past-due for at least 90 days and, with respect to mortgage loans, once they are past-due for at least 120 days. Legal collection proceedings are always commenced within one year of such loans becoming past-due, unless we determine that the size of the past-due amount does not warrant such proceedings. In addition, the majority of our

 

124 

commercial loans are short-term, with single payments at maturity. Past-due loans are required to be covered by individual loan loss reserves equivalent to 100.0% of any unsecured portion thereof.

 

The following table sets forth all of our non-performing loans and impaired loans as of December 31, 2015, 2014, 2013, 2012 and 2011.

 

   2015  2014  2013  2012  2011
   (in millions of Ch$, except percentages)
Non-performing loans (1)    643,468    644,327    613,301    597,767    511,357 
Impaired loans (2)    1,669,340    1,617,251    1,477,701    1,338,137    1,323,355 
Allowance for loan losses (3)    762,301    684,317    614,933    550,048    488,468 
Total loans (4)    25,300,757    22,892,649    21,060,761    18,966,652    17,434,782 
Allowance for loan losses / loans    3.01%   2.99%   2.92%   2.90%   2.80%
Non-performing loans as a percentage of total loans    2.54%   2.81%   2.91%   3.15%   2.93%
Loan loss allowance as a percentage of non-performing loans    118.00%   106.21%   100.27%   92.02%   95.52%
 
(1)Non-performing loans include the aggregate principal and accrued but unpaid interest of any loan with one installment that is at least 90 days past-due, and do not accrue interest.

 

(2)Impaired loans include: (a) for loans individually evaluated for impairment: (i) the carrying amount of all loans to clients that are rated C1 through C4, D1 and D2 and (ii) the carrying amount of all loans to an individual client with at least one non-performing loan (which is not a residential mortgage loan past due less than 90 days), regardless of category; and (b) for loans collectively evaluated for impairment, the carrying amount of all loans to a client, when at least one loan to that client is not performing or has been renegotiated. See “Note 9—Loans and Accounts Receivables from Customers” of the Audited Consolidated Financial Statements. Renegotiated loans, on which payments are not past-due, are not ordinarily classified as non-performing loans, but do not accrue interest.

 

(3)Includes allowance for interbank loans.

 

(4)Includes interbank loans.

 

We suspend the accrual of interest and readjustments on all past-due loans. Interest revenue and expense are recorded on an accrual basis using the effective interest method. However, when a loan is past-due by 90 days or more, when an obligation originated from a refinancing or renegotiation or when the Bank believes that the debtor poses a high risk of default, the interest pertaining to these is not recorded directly in the Consolidated Statement of Income unless it has been actually received. See “Note 1—Summary of Significant Accounting Principles—(h) Valuation of financial assets and liabilities and recognition of fair value changes” and “Note 25—Interest Income” of the Audited Consolidated Financial Statements. These interest and adjustments balances are generally referred to as “suspended” and are recorded in suspense accounts which are not part of the Consolidated Statements of Financial Position. Instead, they are reported as part of the complementary information thereto. See “Note 25—Interest Income” of the Audited Consolidated Financial Statements. This interest is recognized as income, when collected, and as a reversal of the related impairment losses.

 

The Bank ceases accruing interest on the basis of contractual terms on the principal amount of any asset that is classified as an impaired asset. 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 collected interest for any assets classified as impaired are accounted for on a cash basis.

 

At the period end, the detail of income from suspended interest is as follows:

 

   Year ended December 31,
   2015  2014  2013  2012  2011
Suspended interest  Ch$ million
Commercial loans    23,310    24,753    21,645    20,595    17,554 
Mortgage loans    13,268    12,454    8,484    8,844    9,343 
Consumer loans    6,224    6,336    6,753    8,742    9,246 
Totals    42,802    43,543    36,882    38,181    36,143 

 

125 

Analysis of Impaired and Non-Performing Loans

 

The following table analyzes our impaired loans. Impaired loans include: (i) all loans to a single client that are evaluated on a group basis, including performing loans, that have a loan classified as non-performing, (ii) all renegotiated consumer loans and (iii) all commercial loans at risk of default. See “Note 9—Loans and Accounts Receivables from Customers—(a) Loans and accounts receivable from customers” in the Audited Consolidated Financial Statements.

 

   2015  2014  2013  2012  2011
   (Ch$ million)
Total loans    25,300,757    22,892,649    21,060,761    18,966,652    17,434,782 
Allowance for loan losses    762,301    684,317    614,933    550,048    488,468 
Impaired loans(1)    1,669,340    1,617,251    1,477,701    1,338,137    1,323,355 
Impaired loans as a percentage of total loans    6.60%   7.06%   7.02%   7.06%   7.59%
Amounts non-performing    643,468    644,327    613,301    597,767    511,357 
To the extent secured(2)    283,731    296,899    295,503    306,782    264,355 
To the extent unsecured    359,737    347,428    317,798    290,985    247,002 
Amounts non-performing as a percentage of total loans    2.54%   2.81%   2.91%   3.15%   2.93%
To the extent secured(2)    1.12%   1.30%   1.40%   1.62%   1.52%
To the extent unsecured    1.42%   1.52%   1.51%   1.53%   1.42%
Loans loss allowances as a percentage of:                         
Total loans    3.01%   2.99%   2.92%   2.90%   2.80%
Total amounts non-performing    118.5%   106.21%   100.27%   92.02%   95.52%
Total amounts non-performing-unsecured    211.9%   196.97%   193.50%   189.03%   197.76%
 
(1)Impaired loans include: (a) for loans individually evaluated for impairment: (i) the carrying amount of all loans to clients that are rated C1 through C4, D1 and D2 and (ii) the carrying amount of all loans to an individual client with at least one non-performing loan (which is not a residential mortgage loan past due less than 90 days), regardless of category; and (b) for loans collectively evaluated for impairment, the carrying amount of all loans to a client, when at least one loan to that client is not performing or has been renegotiated. See “Note 9—Loans and Accounts Receivables from Customers” in the Audited Consolidated Financial Statements. Renegotiated loans, on which payments are not past-due, are not ordinarily classified as non-performing loans, but do not accrue interest.

 

(2)Security generally consists of mortgages on real estate, pledges of marketable securities, letters of credit or cash.

 

A break-down of the loans included in the previous table which have been classified as impaired, including renegotiated loans, is as follows:

 

As of December 31, 2015
Impaired loans  Commercial  Residential mortgage  Consumer  Total
   (in millions of Ch$)
Non-performing loans    346,868    183,133    113,467    643,468 
Commercial loans at risk of default (1)    486,685    -    -    486,685 
Other impaired loans consisting mainly of renegotiated loans (2)    108,330    213,014    217,843    539,187 
Total    941,883    396,147    331,310    1,669,340 

 

As of December 31, 2014
Impaired loans  Commercial  Residential mortgage  Consumer  Total
   (in millions of Ch$)
Non-performing loans    367,791    179,417    97,119    644,327 
Commercial loans at risk of default (1)    420,038            420,038 
Other impaired loans consisting mainly of
renegotiated loans (2)
   95,335    191,186    266,365    552,886 
Total    883,164    370,603    363,484    1,617,251 

 

126 

As of December 31, 2013
Impaired loans  Commercial  Residential mortgage  Consumer  Total
   (in millions of Ch$)
Non-performing loans    364,890    155,688    92,723    613,301 
Commercial loans at risk of default (1)    317,534            317,534 
Other impaired loans consisting mainly of renegotiated loans (2)    122,464    167,713    256,689    546,866 
Total    804,888    323,401    349,412    1,477,701 
                     
As of December 31, 2012
Impaired loans  Commercial  Residential mortgage  Consumer  Total
   (in millions of Ch$)
Non-performing loans    320,461    159,802    117,504    597,767 
Commercial loans at risk of default (1)    298,868            298,868 
Other impaired loans consisting mainly of renegotiated loans (2)    96,793    69,228    275,481    441,502 
Total    716,122    229,030    392,985    1,338,137 
                     
As of December 31, 2011
Impaired loans  Commercial  Residential mortgage  Consumer  Total
   (in millions of Ch$)
Non-performing loans    251,881    152,911    106,565    511,357 
Commercial loans at risk of default (1)    285,930            285,930 
Other impaired loans consisting mainly of renegotiated loans (2)    164,158    46,785    315,125    526,068 
Total    701,969    199,696    421,690    1,323,355 
 
(1)Total loans to a debtor, whose allowance level is determined on an individual basis with a risk of defaulting.

 

(2)Renegotiated loans for loans whose loan loss allowance is analyzed on a group basis.

 

Renegotiated Loans

 

In certain instances, we renegotiate loans that have one or more principal or interest payments past-due. The type of concession we most often afford when renegotiating a loan is a reduction in interest payment or, on rare occasions, forgiveness of principal. We estimate that less than 0.5% of renegotiated loans relate to the forgiveness of principal, and the remaining 99.5% relates to reduction of interest payments. Any amount of principal forgiven is charged off directly to income as of the date the loan is renegotiated, if not already covered by an allowance for loan loss. Renegotiated loans, on which payments are not past-due, are not ordinarily classified as non-performing, but do not accrue interest, and they are considered to be impaired for the life of the loan, both for disclosure purposes and in our determination of our allowances for loan losses, and never moved out of renegotiated status. The effects of the amount of interest to be accrued were not material to “Loans and receivables from customers, net” on our Consolidated Statement of Financial Position.

 

127 

The following table shows the success rate, for the periods indicated, for renegotiated consumer and residential mortgage loans. The success rate for consumer loans is defined for each reported period as: (i) the total amount of loans renegotiated in that period minus the amount of such renegotiated loans that are classified as non-performing loans as of December 31, 2014 or 2015, as applicable, minus the amount of such renegotiated loans that have been charged off as of December 31, 2014 or 2015, as applicable, divided by (ii) the total amount of such renegotiated loans. The success rate for residential mortgage loans is defined for each reported period as: (i) the total amount of loans renegotiated in that period minus the amount of such renegotiated loans that are classified as non-performing loans as of December 31, 2014 or 2015, as applicable, divided by (ii) the total amount of such renegotiated loans. A charge-off of a residential mortgage loan is not generally included in measuring the success rate of mortgage renegotiations since the period to charge-off a mortgage loan is 48 months after an installment is past-due.

 

Period of renegotiation

Success rate
Consumer Loans

Success rate
Residential mortgage loans

1Q 2014 62.2% 81.2%
2Q 2014 63.9% 84.5%
3Q 2014 66.2% 88.9%
4Q 2014 70.7% 87.0%
1Q 2015 71.2% 84.2%
2Q 2015 77.0% 86.9%
3Q 2015 79.8% 94.6%
4Q 2015 96.3% 93.9%

 

From time to time, we modify loans that are not classified as non-performing if a client is confronting a financial difficulty, such as unemployment or another temporary situation. These loans are not classified as renegotiated for disclosure purposes, but are considered as renegotiated for our provisioning models. The following table provides information regarding loans collectively evaluated for impairment that are classified as “modified:”

 

Modified loans(1) (Ch$mn)  2015  2014  2013
Commercial loans collectively evaluated for impairment    156,055    169,725    169,285 
Residential mortgage loans    223,645    228,856    287,730 
Consumer loans    178,244    243,441    251,795 
Total modified loans    557,944    642,022    708,810 
 
(1)Modified loans include loans collectively evaluated for impairment that were not classified as non-performing in which certain concessions were made to the client. The main type of concession given by the Bank is a reduction of interest, with forgiveness of principal occurring on rare occasions.

 

The modified loans included in the table above represent the full balance of all modified loans regardless of the date of modification. When a loan is marked as modified, we do not remove it from this status until paid in full. Our provisioning models currently consider a modified loan to be renegotiated for the life of the loan. Modified loans are included in the same pool of loans together with renegotiated loans for the life of the loans.

 

Analysis of Loan Loss Allowances

 

The following table provides the details of the roll-forwards in 2015, 2014, 2013, 2012 and 2011 of our allowance for loan losses, including decrease of allowances due to charge-offs, allowances established, allowances released, gross provision expense and opening and closing balance:

 

 

128 

 

   Commercial loans  Mortgage loans  Consumer loans  Interbank loan   
Activity during 2015  Individual
MCh$
  Group
MCh$
  Group
MCh$
  Group
MCh$
     Total
Balances as of December 31, 2014    215,852    165,697    48,744    254,023    1    684,317 
Allowances established (1)    124,968    77,723    23,416    145,382    1,357    372,846 
Allowances released (2)    (46,614)   (17,885)   (7,205)   (18,126)   (192)   (90,022)
Released allowances by
charge-off (3)
   (37,701)   (50,839)   (2,528)   (113,772)   -    (204,840)
Balances as of December 31, 2015    256,505    174,696    62,427    267,507    1,166    762,301 

 

   Commercial loans  Mortgage loans  Consumer loans  Interbank loan   
Activity during 2014  Individual  Group  Group  Group     Total
   (in millions of Ch$)   
Balance as of December 31, 2013    206,377    100,170    43,306    264,585    495    614,933 
Allowances established (1)    52,240    99,648    14,959    129,410    60    296,317 
Allowances released (2)    (15,903)   (7,127)   (6,561)   (38,275)   (554)   (68,420)
Released allowances by
charge-off (3)
   (26,862)   (26,994)   (2,960)   (101,697)       (158,513)
Balances as of December 31, 2014    215,852    165,697    48,744    254,023    1    684,317 

 

   Commercial loans  Mortgage loans  Consumer loans  Interbank loan   
Activity during 2013  Individual  Group  Group  Group     Total
   (in millions of Ch$)   
Balance as of December 31, 2012    154,702    95,938    35,990    263,259    159    550,048 
Allowances established (1)    92,008    36,724    21,314    155,921    455    306,422 
Allowances released (2)    (22,014)   (11,151)   (9,216)   (35,482)   (119)   (77,982)
Released allowances by
charge-off (3)
   (18,319)   (21,341)   (4,782)   (119,113)       (163,555)
Balances as of December 31, 2013    206,377    100,170    43,306    264,585    495    614,933 

 

   Commercial loans  Mortgage loans  Consumer loans  Interbank loan   
Activity during 2012  Individual
MCh$
  Group
MCh$
  Group
MCh$
  Group
MCh$
     Total
Balances as of December 31, 2011    112,687    97,115    35,633    243,022    11    488,468 
Allowances established (1)    83,742    31,772    10,741    239,607    548    366,410 
Allowances released (2)    (20,716)   (16,624)   (7,449)   (38,471)   (400)   (83,660)
Charge-off released allowances (3)    (21,011)   (16,325)   (2,935)   (180,899)       (221,170)
Balances as of December 31, 2012    154,702    95,938    35,990    263,259    159    550,048 

 

   Commercial loans  Mortgage loans  Consumer loans  Interbank loan   
Activity during 2011  Individual
MCh$
  Group
MCh$
  Group
MCh$
  Group
MCh$
     Total
Balances as of December 31, 2010    96,560    85,942    17,332    225,559    54    425,447 
Allowances established (1)    72,927    72,601    27,406    184,488    464    357,886 
Allowances released (2)    (41,741)   (26,582)   (7,645)   (25,185)   (507)   (101,660)
Charge-off released allowances (3)    (15,059)   (34,846)   (1,460)   (141,840)       (193,205)
Balances as of December 31, 2011    112,687    97,115    35,633    243,022    11    488,468 

 

 
(1)Represents gross allowances made in respect of increased risk of loss during the period and loan growth.

 

(2)Represents the gross amount of loan loss allowances released during the year as a consequence of reduction in the level of risk existing in the loan portfolio, including as a result of improvement in the credit risk classification of borrowers and loans paid.

 

(3)Represents the gross amount of loan loss allowances removed due to charge-off.

 

129 

The following table shows recoveries by type of loan:

 

   Year ended December 31,
   2015  2014  2013  2012  2011
   (in millions of Ch$)
Recovery of loans previously charged-off               
Consumer loans    35,565    36,908    36,004    22,015    12,474 
Residential mortgage loans    6,543    5,122    4,735    2,305    16,135 
Commercial loans    26,032    16,947    14,545    8,695    7,216 
Total recoveries    68,140    58,977    55,284    33,015    35,825 

Allocation of the Loan Loss Allowances

 

The following tables set forth, as of December 31 of each of the five years listed below, the proportions of our required loan loss allowances that were attributable to our commercial, consumer and residential mortgage loans at each such date.

 

130 

 

As of December 31, 2015 

As of December 31, 2014 

As of December 31, 2013 

 

Total Allowance 

Allowance amount as a percentage of loans in category 

Allowance amount as a percentage of total loans 

Allowance amount as a percentage of total allocated allowances 

Total Allowance 

Allowance amount as a percentage of loans in category 

Allowance amount as a percentage of total loans 

Allowance amount as a percentage of total allocated allowances 

Total Allowance 

Allowance amount as a percentage of loans in category 

Allowance amount as a percentage of total loans 

Allowance amount as a percentage of total allocated allowances 

  Ch$ million Ch$ million Ch$ million
Commercial loans                        
Commercial loans 305,465 3.4% 1.2% 40.1% 269,185 3.2% 1.2% 39.3% 208,619 2.7% 1.0% 33.9%
Foreign trade loans 67,104 3.1% 0.3% 8.8% 56,800 3.2% 0.2% 8.3% 53,005 2.9% 0.3% 8.6%
Checking accounts debtors 9,869 4.2% 1.3% 10,009 3.8% 1.4% 8,376 3.0% 1.3%
Factoring transactions 5,955 2.2% 0.8% 4,868 1.5% 0.7% 5,054 1.6% 0.8%
Leasing transactions 25,437 1.7% 0.1% 3.3% 23,734 1.6% 0.1% 3.5% 19,177 1.4% 0.1% 3.1%
Other loans and accounts receivable

17,371

12.1%

0.1%

2.3%

16,953

12.5%

0.1%

2.5%

12,316

10.4%

0.1%

2.0%

Subtotals

431,201

3.2%

1.7%

56.6%

381,549

3.1%

1.6%

55.7%

306,547

2.6%

1.5%

49.7%

Residential mortgage loans                        
Loans with mortgage finance bonds 336 0.8% 353 0.6% 0.1% 470 0.7% 0.1%
Mortgage mutual loans   848 0.6% 0.1% 552 0.5% 0.1% 380 0.5% 0.1%
Other mortgage mutual loans

61,243

0.8%

0.2%

8.0%

47,839

0.7%

0.2%

7.0%

42,456

0.8%

0.2%

6.9%

Subtotals

62,427

0.8%

0.2%

8.1%

48,744

0.7%

0.2%

7.2%

43,306

0.8%

0.2%

7.1%

Consumer loans                        
Installment consumer loans 215,914 8.7% 0.9% 28.3% 201,931 8.7% 0.9% 29.5% 221,723 10.2% 1.1% 36.1%
Credit card balances 43,159 3.0% 0.2% 5.7% 44,050 3.2% 0.2% 6.4% 37,300 3.0% 0.2% 6.1%
Consumer leasing contracts 79 1.4% 80 1.5% 68 2.0%
Other consumer loans

8,355

3.5%

1.1%

7,962

3.5%

1.2%

5,494

2.7%

0.9%

Subtotals

267,507

6.4%

1.1%

35.1%

254,023

6.5%

1.1%

37.1%

264,585

7.3%

1.3%

43.1%

Totals loans to clients

761,135

3.0%

3.0%

99.8%

648,316

3.11%

2.9%

100.0%

614,438

2.9%

3.0%

99.9%

Interbank loans

1,166

10.7%

0.2%

1

495

0.4%

0.1%

Totals

762,301

3.0%

3.0%

100.0%

648,317

3.0%

2.9%

100.0%

614,933

2.9%

3.0%

100.0%

131 

  

As of December 31, 2012

 

 

As of December 31, 2011

 

  

Total
Allowance 

 

Allowance amount
as a percentage of loans in category 

 

Allowance amount
as a percentage of total loans 

 

Allowance amount
as a percentage of total allocated allowances 

 

Total
Allowance 

 

Allowance amount
as a percentage of loans in category 

 

Allowance amount
as a percentage of total loans 

 

Allowance amount
as a percentage of total allocated allowances 

    Ch$ million                   Ch$ million                
Commercial loans                                        
Commercial loans    199,841    2.7%   1.1%   36.3%   161,289    2.4%   0.9%   33.0%
Foreign trade loans    18,535    1.5%   0.1%   3.4%   19,764    1.9%   0.1%   4.1%
Draft loans    3,033    1.5%       0.6%   3,384    2.6%   0.0%   0.7%
Factoring transactions    3,683    1.1%       0.7%   1,861    1.0%   0.0%   0.4%
Leasing transactions    23,426    1.8%   0.1%   4.3%   19,266    1.6%   0.1%   3.9%
Other loans and accounts receivable    2,122    2.2%       0.4%   4,238    5.0%   0.0%   0.9%
Subtotals    250,640    2.4%   1.3%   45.7%   209,802    2.3%   1.2%   4.3%
Residential mortgage loans                                         
Loans with letters of credit    493    0.5%       0.1%   707    0.6%       0.1%
Mortgage mutual loans    936    2.0%       0.2%   1,241    1.7%       0.2%
Other mortgage mutual loans    34,561    0.7%   0.2%   6.3%   33,685    0.7%   0.2%   6.9%
Subtotals    35,990    0.7%   0.2%   6.6%   35,633    0.7%   0.2%   7.2%
Consumer loans                                         
Installment consumer loans    218,474    11.8%   1.2%   39.7%   193,874    10.7%   1.1%   39.7%
Credit card balances    38,719    3.7%   0.2%   7.0%   43,922    4.8%   0.3%   9.0%
Consumer leasing contracts    160    4.3%           109    2.9%        
Other consumer loans    5,906    3.0%       1.0%   5,117    2.4%       1.1%
Subtotals    263,259    8.5%   1.4%   47.7%   243,022    8.3%   1.4%   49.8%
Totals loans to clients    549,889    2.9%   2.9%   100.0%   488,457    2.8%   2.8%   100.0%
Interbank    159    0.2%           11             
Totals    550,048    2.9%   2.9%   100.0%   488,468    2.8%   2.8%   100.0%

 

Based on information available regarding our borrowers, we believe that our loan loss allowances are sufficient to cover known potential losses and losses inherent in a loan portfolio of the size and nature of our loan portfolio.

 

132 

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.Directors and Senior Management

 

Directors

 

We are managed by our Board of Directors, which, in accordance with our by-laws, consists of 11 directors and two alternates who are elected at our ordinary shareholders’ meetings. Except as noted below, the current members of the Board of Directors were elected by the shareholders in the ordinary shareholders’ meeting held on April 26, 2016. Members of the Board of Directors are elected for three-year terms. Except as noted below, the term of each of the current board members expires in April of 2017. 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. If any member of the Board of Directors resigns before his or her term has ended, and no other alternate director is available to take the position at the next annual ordinary shareholders’ meeting a new replacing member will be elected. Our executive officers are appointed by the Board of Directors and hold office at its discretion. 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 three directors with the consent of the Chairman of the Board of Directors or by the majority of directors. None of the members of our Board of Directors has a service contract which entitles any Director to any benefits upon termination of employment with Santander-Chile.

 

Our current directors are as follows:

 

Directors Position Committees Term Expires
Vittorio Corbo Lioi Chairman and Director Asset and Liability Committee April 2017
Human Resources Committee
Market Committee
Strategy Committee
Oscar von Chrismar Carvajal Co-Vice Chairman Asset and Liability Committee April 2017
Human Resources Committee
Market Committee
Risk Committee
Strategy Committee
Roberto Méndez Torres Co-Vice Chairman Risk Committee April 2017
Strategy Committee
Juan Pedro Santa María Pérez Director Analysis and Resolution Committee April 2017
Risk Committee
Marco Colodro Hadjes Director Asset and Liability Committee April 2017
Audit Committee
Market Committee
Mauricio Larraín Garcés Director Asset and Liability Committee April 2017
Audit Committee
Human Resources Committee
Roberto Zahler Mayanz Director

Asset and Liability Committee

 

Risk Committee

 

Market Committee

 

April 2017
Lucía Santa Cruz Sutil Director Strategy Committee April 2017
Orlando Poblete Iturrate Director Audit Committee April 2017
Andreu Plaza Director   April 2017
Ana Dorrego Director   April 2017
Blanca Bustamante Bravo Alternate Director Human Resources Committee April 2017
Raimundo Monge Zegers Alternate Director Asset and Liability Committee April 2017
Risk Committee
    Strategy Committee  

 

133 

Vittorio Corbo Lioi has been our Chairman of the Board since April 2014. He is one of Chile's leading economists. From 2003 to 2007, Mr. Corbo was the President of Chile's Central Bank. Since the end of his tenure there, Mr. Corbo has been a Senior Research Associate at the Centro de Estudios Públicos (CEP), a local think tank. Mr. Corbo is also member of the boards of Banco Santander Mexico, CCU Chile and SURA-Chile Insurance Company, and an economic consultant to several large corporations in Chile and abroad. He served in senior managerial positions at the World Bank in Washington, DC (1984-1991) and has been a professor of economics in Canada, the USA and Chile. Between 1991 and 1995, Mr. Corbo was an economic advisor to the Bank, and a member of its Board of Directors between 1995 and 2003. Between 2011 and 2014, he was a board member of Banco Santander SA in Spain. Mr. Corbo is the President of the Asset and Liability Committee, the Market Committee, the Strategy Committee and the Human Resource Committee. Mr. Corbo holds a commercial engineering degree (with highest distinction) from the Universidad de Chile and a Ph.D. in economics from MIT.

 

Oscar von Chrismar Carvajal became Vice-Chairman of the Board on January 1, 2010 after having served as the chief executive officer of Santander-Chile since August 2003. Mr. Von Chrismar is a member of the Asset and Liability Committee, the Risk Committee, the Human Resources Committee, the Market Committee and Strategy Committee. Prior to assuming the chief executive officer post, he was the Manager of Global Banking. Prior to the merger, he was the former chief executive officer of Old Santander-Chile since September 1997, after being General Manager of Banco Santander-Peru since September 1995. Mr. von Chrismar is also a board member of Banco Santander Argentina and Banco Santander Peru. He is also the Alternate Director of Universia Chile S.A. Prior to that, Mr. von Chrismar was the manager of the Finance Division of Santander-Chile, a position that he had held since joining Santander-Chile in 1990. Mr. von Chrismar holds an Engineering degree from the Universidad de Santiago de Chile.

 

Roberto Méndez Torres is Co-Vice Chairman of the Board. He is a former member of the Board of Old Santander-Chile, to which he was appointed in 1996. He is a member of the risk Committee and the Strategy Committee. He is a professor of Economics at Universidad Católica de Chile. He has been Advisor to Grupo Santander-Chile since 1989. Mr. Méndez is President and Director of Adimark Chile Gfk and on the Board of the Chilean and German Chamber of Commerce. He is also a Director of Enex S.A. and Vice-Chairman of Universia S.A. Mr. Méndez is also a member of the Council of Paz Ciudadana and was a former President of ICARE. He graduated with a degree in Business Administration from Universidad Católica de Chile, and holds an MBA and a Ph.D. from the Graduate School of Business at Stanford University.

 

Juan Pedro Santa María Pérez became a Director on July 24, 2012 after having served as Corporate Legal Director for Grupo Santander Chile and Legal Counsel for Santander-Chile. Mr. Santa María is on the Analysis and Resolution Committee and the Risk Committee. He is also a Director at Santander Asset Management S.A. Mr. Santa María joined Santander-Chile in 2002, after the merger with Banco Santiago. Previous to that he was Legal Counsel for Banco Santiago and Banco O’Higgins. He has also been President of the Legal Committee of the Asociación de Bancos e Instituciones Financieras de Chile for over 20 years and President Pro-Tempore of the Financial Law Committee of the Federación Latinoamericana de Bancos (FELABAN). Mr. Santa María holds a degree in Law from the Pontificia Universidad Católica de Chile.

 

Marco Colodro Hadjes became a Director on April 19, 2005. Mr. Colodro is a member of the Asset and Liability Committee, the Audit Committee and the Market Committee. He is a director of the Board of Telefónica Chile and a former director of Codelco. He is the former chairman of TVN (National Television Network) and the former vice chairman of Banco del Estado de Chile (State Bank of Chile). Prior to that, he was Foreign Trade Director at the Central Bank of Chile. Mr. Colodro holds a degree in Economics from the Universidad de Chile, and has done post-graduate studies at the École Pratique des Hautes Etudes of the University of Paris.

 

Mauricio Larraín Garcés became a Director in April 2014. Previously, he was Chairman of the Board for several years. He is a member of the Asset and Liability Committee and the Human Resources Committee and he is the financial expert of the Audit Committee. He is also the dean of the ESE Business School of the Los Andes University and a member of the board of the Institute for Religious Works (IOR) in the Vatican City State. Mr. Larraín began working at Santander-Chile in 1989. Previously, he was Deputy Superintendent of Banks, Manager of

 

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External Debt at the Central Bank of Chile, and Senior Finance Specialist at the World Bank, in Washington D.C. He holds law degrees from the Pontifical Catholic University of Chile and from Harvard University.

 

Roberto Zahler Mayanz became a Director in 2002. He is a member of the Asset and Liability Committee, the Market Committee and the Risk Committee. Currently, he is President of the consultancy firm Zahler & Co and serves as a consultant for the World Bank, IADB, IMF and BIS. He has been a member of the High Level Consulting Group to the IADB President, of LASFRC (Latin-American Shadow Financial Regulatory Committee) and of the Emerging Market Economies Eminent Persons Group (EMEEPG). He was President of the Board of Siemens-Chile and Director of Air Liquide-Chile and of Banco Santiago. He was also a visiting professor at the IMF’s Research Department. Between 1991 and 1996, he was President of the Central Bank of Chile and Vice-President from 1989 to 1991. Prior to that he served as Chief Regional Adviser in Monetary and Financial Policy of the UN Economic Commission for Latin America and the Caribbean and was Lecturer and Researcher at the University of Chile’s School of Economics.. Mr. Zahler has provided technical assistance to the central banks and finance ministries of Indonesia, Kosovo and most countries in Latin America. Mr. Zahler holds a degree in Economics from the Universidad de Chile and a Masters in Economics from the University of Chicago.

 

Lucía Santa Cruz Sutil became a Director on August 19, 2003. Ms. Santa Cruz is a member of the Strategy Committee. Ms. Santa Cruz holds a degree in History from King’s College, London University and an M.Phil. in History from Oxford University and holds a Doctor Honoris Causa degree from King’s College. She is a Member of the Board of the Universidad Adolfo Ibañez. Ms. Santa Cruz is also a Director of Universia Chile S.A. She is Vice President of the Board of Compañía de Seguros Generales y de Vida La Chilena Consolidada,(Zurich) and member of the Advisory Board of Nestle Chile She sits on the board of non-profit cultural organizations and is also a member of the Self-Regulation Committee for Insurance Companies in Chile. She is a Member of the Academy of Social, Political and Moral Sciences of the Institute of Chile.

 

Orlando Poblete Iturrate became a Director on April 25, 2015. He is a member of the Audit Committee. He previously became an Alternate Director on April 22, 2014. Since 1991 Mr. Poblete has been a professor at the Universidad Los Andes. Between 1997 and 2004, he was Dean of the Law School and since 2014 he has been Chancellor of the university. He is also a partner at the law firm Orlando Poblete & Company. He is an arbitrator of the Centro de Arbitraje y Mediación de la Cámara de Comercio de Santiago. Between 2012 and 2014, he was Chairman of Clínica Universidad de los Andes and is currently Member of the Board of the University of the Andes, Chairman of Transa Securitisadora S.A. and Director of Servihabit S.A. He has also been a Professor of Law at the University of Chile. Mr. Poblete is a lawyer from the University of Chile and has masters from the same university.

 

Andreu Plaza became a Director in March 2016. Mr. Plaza was appointed as senior executive vice-president of T&O Division in Santander Group on January 2015. He is Santander’s Chief Technology Officer and a member of the management committee. Mr. Plaza joined the Group in 2012 as the technology and operations director for the retail and business banking segments in Santander UK. He has been a senior executive vice-president and member of the Management Committee of Caixa Catalunya since 1998 and is a member of the boards of Servired and Aula Escola Europea. He has a graduate in Mathematics from the Universitat Autónoma de Barcelona. He also has various Master’s degrees in Finance and Banking from Stanford University, Insead, The Wharton School and ESAD.

 

Ana Dorrego became a Director in March 2016. She has been working at the Santander Group in the Financial Planning and Corporate Development department for the last 11 years, coordinating the Group planning processes. In this role, she has also been involved in following up on the different Santander Group units and projects. She is a board member of Santander Securities Services, S.A. She has also participated in acquisition, sales and integration projects during her time with the Group (ABN, SEB, US, Banesto, Spanish Cajas and Banif Portugal among others) and spent two years as e-business development director for the Santander Group. Prior to joining the Santander Group, she was a corporate clients relationship manager and commercial director of transactional banking at Bankinter. Ms. Dorrego holds a degree in Business Administration from the University Pontificia de Comillas ICAI-ICADE, a degree in General Management from IESE and Master’s degrees in Business Administration from Deusto University – Bilbao, Spain, and Adolfo Ibañez, Miami/Chile.

 

Blanca Bustamante Bravo became an Alternate Director on April 28, 2015. In 1998, she joined Viña Concha y Toro as Head of Investor Relations with the responsibility to present business strategy and achievements of the company to the financial community, a position held until 2010. In parallel, in May 2001, she became Assistant Manager of Corporate Communications. In 2011, she became responsible for relations with the community in order

 

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to focus the efforts of the company in projects that create value for the community and the environment in which it operates. Since 2013, she is a director in the Center for Research & Innovation for Concha y Toro which focus is to develop technology and knowledge transfer to the industry. She holds a degree in business from Universidad Católica de Chile.

 

Raimundo Monge Zegers became an Alternate Director on April 29, 2003. He is currently a member of the Asset and Liability Committee, the Risk Committee and the Strategy Committee. He is Corporate Director of Strategic and Financial Planning for Grupo Santander-Chile and is CEO of Santander-Chile Holding S.A. He is also President of Santander S.A. Sociedad Securitizadora and Santander Factoring S.A. He is a Director of Aurum S.A. and Bansa Santander S.A. Mr. Monge has a degree in business from the Universidad Católica de Chile and an MBA from the University of California, Los Angeles.

 

Senior Management

 

Our senior managers are as follows:

 

Senior Manager 

Position 

Date Appointed 

Claudio Melandri Chief Executive Officer Jan-10
Miguel Mata Deputy General Manager Apr-16
Matias Sanchez Director of Retail Banking Mar-16
Jose Manuel Manzano Director of Middle-Market Apr-16
Fred Meller Director of Global Corporate Banking Jan-11
Emiliano Muratore Chief Financial Officer Apr-16
Guillermo Sabater Financial Controller Nov-15
Franco Rizza Director of Risk Feb-14
María Eugenia de la Fuente Director of Human Resources Jun-15
Sergio Avila Director of Administration and Costs Mar-15
Felipe Contreras Chief Accounting Officer Oct-08
Carlos Volante Manager Clients and Service Quality Jan-14
Cristian Florence General Counsel Sep-12
Ricardo Martinez Director of Internal Audit Sep-13

 

Claudio Melandri became the Chief Executive Officer of Santander-Chile in January 2010 after being our Retail Banking Manager since February 21, 2008. He started his career at Santander-Chile in 1990 becoming a regional branch manager and manager of Santander-Chile’s branch network. He was also a Vice-President at Banco Santander Venezuela from 2005 to 2007. In 2007, he was appointed Corporate Director of Human Resources of Banco Santander-Chile. He is also a Director of Universia Chile S.A. Mr. Melandri has a Business Degree from the Universidad Tecnológica Metropolitana in Chile and holds a Master’s degree in Business Administration from the Universidad Adolfo Ibañez.

 

Miguel Mata became the Deputy General Manager for Santander-Chile on April 2016. Previously, between 2011 and 2016, he was the Chief Financial Officer for Santander-Chile. Prior to that, he served in several staff positions related to business strategy. Mr. Mata joined Santander-Chile in 2002 when Santander-Chile merged with Banco Santiago. Previously he was the Financial Controller of Banco Santiago. He has been working in the banking industry since 1990, when he joined Banco O’Higgins, one of the predecessors to Banco Santiago. Mr. Mata holds a degree in Engineering from Universidad Católica de Chile.

 

Matias Sanchez became Director of Retail Banking in March 2016. He previously was the manager of Corporations and Institutions between 2013 and 2016. He joined Banco Santander in 1997 and had different roles there, including agent, Regional Manager, Deputy General Manager in Retail and General Manager in Retail Banking. Mr. Sanchez holds a Master’s degree in Business Administration from the Instituto de Empresa in Spain and various other post graduate degrees.

 

José Manuel Manzano became Director of our Middle-market banking on April 1, 2016. Prior to that he was Manager of Personnel, Organization and Cost of Banco Santander Chile since September 2013. Prior to that he was Corporate Director of Risk since July 2007, and Corporate Director of Human Resources for Santander-Chile since October 31, 2002. Previously, he served as Manager of Human Resources for Old Santander-Chile since 1999. He was also General Manager of Santander Fund Management and Managing Director of Bancassurance. He is also a

 

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Director of Santander Chile Holding S.A., Santander Asset Management S.A. and Santander S.A. Sociedad Securitizadora. Mr. Manzano holds an MBA and a degree in Business from Universidad Católica de Chile.

 

Fred Meller became Manager of Global Banking & Market in January 2011. Prior to that he was Manager of Market Making for Europe and UK for Santander Spain. Previously, he served as Treasurer for Santander-Chile since 2008. He was also General Manager of Santander Agente de Valores and Director of Deposito Central de Valores Chile. Mr. Meller is also President of Santander S.A. Corredores de Bolsa. Mr. Meller holds a degree in Business Administration from Universidad Central de Chile.

 

Emiliano Muratore became the Chief Financial Officer for Santander-Chile in April 2016. Before becoming Chief Financial Officer, he spent eight years as the head of the ALM division. Prior to joining Santander Chile in 2006, Mr. Muratore worked at Santander’s headquarters in Madrid for 4 years and, before that, at Santander’s unit in Argentina for 4 years. Mr. Muratore has a degree in business from Universidad Católica Argentina in Buenos Aires and a postgraduate degree in finance from Universidad de San Andrés in Buenos Aires. Currently, he is chairman of the Finance Committee at Chile’s Banking Association.

 

Guillermo Sabater was appointed Financial Controller of Santander-Chile in November 2015 and has been working for Santander Spain and its affiliates for 23 years. Between 2009 and 2015, he was Executive Vice President of Santander in the US and CFO and Controller of Sovereign Bank and Santander Holdings USA. Before that, he was the financial controller of Banco Santander Chile, between 2006 and 2009. He also served for three years between 2003-2006 as controller of the Consumer Finance Division in Madrid, Spain. Mr. Sabater also served as an internal auditor during his first ten years at the company, He has a degree in Economics and Business Administration from the University College of Financial Studies at the University Complutense de Madrid and a completed the Program in Executive Development at the Institute of Business and various courses and participation in institutions such as Babson College and Boston University.

 

Franco Rizza became Director of Risk in February 2014. Previously, he was director of Global Collections & Recoveries in the Madrid headquarters, covering all countries where the Group has commercial banking activities outside Spain. Between 2010 and 2013 he was the Chief Risk Officer of Banco Santander Risk in Uruguay. He joined the Group in 1989 in Argentina, where he held various positions, including Regional Manager, Product Manager and Retail Credit Risk Manager. He has completed studies in Business and Risk Management in Argentina and Spain

 

María Eugenia de la Fuente became Director of Human Resources in June 2015. Prior to working for the Bank, Ms. de la Fuente held different posts in strategic planning and human resources. From 2010 to 2013, she was Undersecretary to the Chief of Staff of President Piñera. From 2013 to 2015, she was Managing Director of Transparency and Client Services for Corpbanca and Chief Executive Officer of BZD Consultores. Ms. de la Fuente has a degree in business from the Universidad de Chile and a Master’s degree in tax planning from the Universidad Adolfo Ibañez.

 

Sergio Avila is Director of Administration and Costs. He has worked at Banco Santander Chile for 19 years in Asset Management, Corporate Finance, Retail banking, Middle-market and Risks. Mr. Avila has a BS and MS in Civil Engineering Degree from the Universidad Católica.

 

Felipe Contreras was named Chief Accounting Officer of Santander-Chile in October 2008. He has worked for 14 years in our Accounting Department, most recently as Manager of the Consolidation and Reporting Departments, overseeing our Chilean, U.S. and Spanish GAAP reporting requirements. He was in charge of our recent transition to International Financial Reporting Standards. Mr. Contreras is a Public Accountant from the University of Santiago and is currently a candidate to a Masters in Advanced Finance from the Universidad Adolfo Ibáñez.

 

Carlos Volante became manager Customers and Quality of Banco Santander in January 2014. Joined the Santander Group in 1990, holding various responsibilities within the organization, including manager of the Branch Network, general manager of the Administrator of Mutual Funds , Mortgage manager, Product Manager and Monitoring Commercial Banking. He was also Executive Vice President of Commercial Banking at Banco de Venezuela Grupo Santander. Between 2012 and 2013 he was general manager of the Company Corona Commercial Credit Group. Carlos Volante is an accountant auditor from the University of Talca and attended the DPA and an MBA from the Universidad Adolfo Ibáñez and participates in the PADE program at the Universidad de los Andes.

 

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Cristian Florence is our General Counsel, a position he has held since September 2012. Prior to that he served as Chief Lawyer at Santander-Chile. Mr. Florence joined Santander-Chile in 2002 when Santander-Chile merged with Banco Santiago. He started working in the banking industry in 1991, when he joined Centrobanco, a predecessor of Banco O’Higgins and Banco Santiago serving at several positions in the law departments. Mr. Florence is also a Director of Administrador Financiero de Transantiago S.A. and Santander Asset Management S.A. Administradora General de Fondos. He has a degree in Law from the Universidad Gabriela Mistral and a Master of Laws (LLM) from the same university.

 

Ricardo Martinez is the Corporate Director of Internal Auditing, a position he has held since September 1, 2013. He has worked for Grupo Santander since 1998 in different position in Internal Audit Division, including the Internal Director of Accounting, Audit Manager of Insurance and Asset Management and head auditor of Financial Risks. Mr. Martinez has a degree in Economic Sciences and Business from the Universidad Complutense of Madrid and a Master’s in Business from the CIFF of the Universidad de Alcalá de Henares.

 

B. Compensation

 

For the year ended December 31, 2015, the aggregate amount of compensation paid by us to all of our directors was Ch$1,374 million, in monthly stipends. For the year ended December 31, 2015, the aggregate amount of compensation paid by us to all of our executive officers and our management members was Ch$37,949 million (U.S.$53.6 million). At our annual shareholder meeting held on April 26, 2016, shareholders were asked to approve a monthly stipend per director of UF 230 (U.S.$8,328), UF 460 (U.S.$16,656) for the Chairman of the Board and UF 345 (U.S.$12,492) for the Vice-Chairman of the Board. This amount will be increased by UF 30 per month (U.S.$1,086) if a Board member is named to one or more committees of the Board. The additional amount will be UF 60 (U.S.$2,172) for the President of a committee and UF 45 (U.S.$1,629) for the Vice-President of a committee. Shareholders were also asked to approve the Audit Committee 2015 remuneration for its members. The remuneration is a 33% additional compensation over the monthly stipend received by a regular board member, or UF 77 (U.S.$2,788), totaling a monthly stipend of UF 307 (U.S.$11,116). This remuneration is in line with the new Chilean corporate governance law. In addition, we pay certain directors professional service fees for the consulting services that they render to us in their fields of expertise. For the year ended December 31, 2015, payments to our directors for consulting fees totaled Ch$1,218 million (U.S.$1.7 million).

 

Santander-Chile and its affiliates have designed variable-compensation plans for their employees, based on performance targets and objectives, the achievement of which are evaluated and paid on a quarterly and/or annual basis.

 

Share-based compensation (settled in cash)

 

In accordance with IFRS 2, equity instruments settled in cash are allocated to executives of the Bank and its Subsidiaries as a form of compensation for their services. The Bank measures the services received and the cash obligation at fair value at the end of each reporting period and on the settlement date, recognizing any change in fair value in the income statement for the period. For the years ended December 31, 2015, 2014 and 2013, share-based compensation amounted to Ch$66 million, Ch$310 million and Ch$684 million.

 

Pension Plans:

 

The Bank has an additional benefit available to its principal executives, consisting of a pension plan. The purpose of the pension plan is to endow the executives with funds for a better supplementary pension upon their retirement. For this purpose, the Bank will match the voluntary contributions made by the beneficiaries for their future pensions with an equivalent contribution. The executives will be entitled to receive this benefit only when they fulfill the following conditions:

 

a.Aimed at the Bank’s management.

 

b.The general requisite to apply for this benefit is that the employee must be carrying out his/her duties when turning 60 years old.

 

c.The Bank will create a pension fund, with life insurance, for each beneficiary in the plan. Periodic contributions into this fund are made by the manager and matched by the Bank.

 

d.The Bank will be responsible for granting the benefits directly.

 

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If the working relationship between the manager and the respective company ends, before s/he fulfills the abovementioned requirements, s/he will have no rights under this benefit plan. In the event of the executive’s death or total or partial disability, s/he will be entitled to receive this benefit. The Bank will make contributions to this benefit plan on the basis of mixed collective insurance policies whose beneficiary is the Bank. The life insurance company with whom such policies are executed is not an entity linked or related to the Bank or any other Santander Group company. Plan Assets owned by the Bank at the end of 2015 totaled Ch$6,945 million (Ch$6,495 million in 2014).The amount of the defined benefit plans has been quantified by the Bank, based on the following criteria:

 

Calculation method:

 

Use of the projected unit credit method which considers each working year as generating an additional amount of rights over benefits and values each unit separately. It is calculated based primarily on fund contributions, as well as other factors such as the legal annual pension limit, seniority, age and yearly income for each unit valued individually.

 

Actuarial hypothesis assumptions:

 

Actuarial assumptions with respect to demographic and financial variables are non-biased and mutually compatible with each other. The most significant actuarial hypotheses considered in the calculations were:

 

   Plans  
post-employment
  Plans
post-employment
   2015  2014
       
Mortality chart    RV-2009    RV-2009 
Termination of contract rates    5.0%   5.0%
Impairment chart    PDT 1985    PDT 1985 

 

Assets related to the pension fund contributed by the Bank into the Seguros Euroamérica insurance company with respect to defined benefit plans are presented as net of associated commitments. Activity for post-employment benefits is as follows:

 

   As of December 31,
   2015  2014
   Ch$mn
Plan assets    6,945    6,495 
Commitments for defined-benefit plans           
For active personnel    (5,070)   (4,639)
Incurred by inactive personnel         
Minus:         
Unrealized actuarial (gain) losses         
Balances at year end    1,875    1,856 

 

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Year’s cash flow for post-employment benefits is as follows:

 

   For the years ended December 31,
   2015  2014  2013
   Ch$mn
          
a) Fair value of plan assets         
Opening balance    6,495    5,171    5,584 
Expected yield of insurance contracts    432    446    247 
Employer contributions    18    878    (660)
Actuarial (gain) losses             
Premiums paid             
Benefits paid            
Fair value of plan assets at year end    6,945    6,495    5,171 
b) Present value of obligations               
Present value of obligations opening balance    (4,639)   (3,244)   (3,594)
Net incorporation of Group companies             
Service cost    (431)   (1,395)   (311)
Interest cost             
Curtailment/settlement effect             
Benefits paid             
Past service cost             
Actuarial (gain) losses           17 
Other            
Present value of obligations at year end    (5,070)   (4,639)   (3,888)
Net balance at year end    1,875    1,856    1,283 

 

Plan expected profit:

 

 

As of December 31, 

 

2015 

2014 

2013 

Type of expected yield from the plan’s assets UF + 2.50% annual UF + 2.50% annual UF + 2.50% annual
Type of yield expected from the reimbursement rights UF + 2.50% annual UF + 2.50% annual UF + 2.50% annual

 

Plan associated expenses:

 

   For the years ended December 31,
   2015  2014  2013
   MCh$  MCh$  MCh$
          
Current period service expenses    431    1,395    311 
Interest cost    -         
Expected yield from plan’s assets    (432)   (446)   (247)
Expected yield of insurance contracts linked to the Plan:              
Extraordinary allocations             
Actuarial (gain)/ losses recorded in the period            (17)
Past service cost             
Other             
Total    (1)   949    47 

 

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C.Board Practices

 

Audit Committee

 

Board member 

Position in Committee 

Marco Colodro Chairman
Mauricio Larraín Garcés First Vice Chairman and Financial Expert
Orlando Poblete Second Vice Chairman

 

The Audit Committee (Comité de Directores y Auditoría) is comprised of three members of the Board of Directors. The Committee Secretary is the alternate director Juan Pedro Santa María. The General Counsel is the Committee Secretary. The Chief Executive Officer, General Auditor and other persons from the Bank can be invited to the meetings if necessary and are present on specific matters. This Committee’s primary responsibility is to support the Board of Directors in the continuous improvement of our system of internal controls, which includes reviewing the work of both the external auditors and the Internal Audit Department. The committee is also responsible for analyzing observations made by regulatory entities of the Chilean financial system about us and for recommending measures to be taken by our management in response. This committee also performs functions of a remuneration committee as established in Chilean Law, and reviews annually the salary and bonus programs for the executive officers of the Bank. The external auditors are recommended by this committee to our Board of Directors and appointed by our shareholders at the annual shareholders’ meeting.

 

This committee is also responsible for:

 

·Presenting to the Board of Directors a list of candidates for the selection of an external auditor.

 

·Presenting to the Board of Directors a list of candidates for the selection of rating agencies.

 

·Overseeing and analyzing the results of the external audit and the internal reviews.

 

·Coordinating the activities of internal auditing with the external auditors’ review.

 

·Overseeing and coordinating the Bank’s operational risk policies.

 

·Analyzing the interim and year-end financial statements and reporting the results to the Board of Directors.

 

·Analyzing the external auditors’ reports and their content, procedures and scope.

 

·Analyzing the rating agencies’ reports and their content, procedures and scope.

 

·Obtaining information regarding the effectiveness and reliability of the internal control systems and procedures.

 

·Analyzing the information systems performance, and its sufficiency, reliability and use in connection with decision-making processes.

 

·Obtaining information regarding compliance with the company’s policies regarding the due observance of laws, regulations and internal rules to which the company is subject.

 

·Investigating suspicious and fraudulent activities (including conflicts).

 

·Analyzing the reports of the inspection visits, instructions and presentations of the SBIF.

 

·Obtaining information, analyzing and verifying the company’s compliance with the annual audit program prepared by the internal audit department.

 

·Informing the Board of Directors of accounting changes and their effects.

 

·Examining on an annual basis the compensation plans of high level executives and managers.

 

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Asset and Liability Committee (ALCO)

 

The ALCO includes the Chairman of the Board and five additional members of the Board, the Chief Executive Officer, the Corporate Financial Controller, the Manager of the Financial Management Division, the Manager of Market Risk, the Manager of the Treasury Division, and other senior members of management. The ALCO meets monthly. All limits reviewed by the ALCO are measured and prepared by the Market Risk Department. The non-Board members of the ALCO meet weekly to review liquidity, funding, capital and market risk related matters.

 

Board member 

Position in Committee 

Vittorio Corbo Chairman
Mauricio Larraín Vice-Chairman
Oscar von Chrismar Second Vice-Chairman
Marco Colodro Member
Roberto Zahler Member
Raimundo Monge Member

 

The main functions of the ALCO are:

 

·Making the most important decisions regarding interest rate risk, funding, capital and liquidity levels.

 

·Review of the Bank’s main gaps (foreign currency and inflation gap).

 

·Review of the evolution of the most relevant local and international markets and monetary policies.

 

Market Committee

 

The Market Committee includes the Vice-Chairman of the Board, three additional members of the Board, the Chief Executive Officer, the Manager of Global Banking and Markets, the Manager of the Treasury Division, the Manager of the Financial Management Division, the Manager of Market Risk, the Financial Controller and other senior members of management.

 

Board member 

Position in Committee 

Vittorio Corbo Chairman
Oscar von Chrismar Vice-Chairman
Roberto Zahler Second Vice-Chairman
Marco Colodro Member
   

The Market Committee is responsible for:

 

·Establishing a strategy for the Bank’s trading portfolio.

 

·Establishing the Bank’s policies, procedures and limits with respect to its trading portfolio. The Bank’s Market Risk Department measures all risks and limits and reports these to the Market Committee.

 

·Reviewing the evolution of the most relevant local and international markets and monetary policies.

 

Integral Risk Committee

 

Board member 

Position in Committee 

Oscar von Chrismar Chairman
Juan Pedro Santa María Vice-Chairman
Raimundo Monge Member
Roberto Méndez Member
Roberto Zahler Member

 

 

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The Integral Risk Committee is responsible for revising and following all risks that may affect us, including reputational risk, allowing for an integral risk management. This committee serves as the governing body through which the Board supervises all risk functions. It also evaluates the reasonability of the systems for measurement and control of risks. This Committee includes the Vice Chairman of the Board and five Board members.

 

Strategy Committee

 

Board member 

Position in Committee 

Vittorio Corbo Chairman
Roberto Méndez Vice-Chairman
Oscar von Chrismar Member
Lucía Santa Cruz Member
Raimundo Monge Member

 

The Strategy Committee is in charge of our strategic planning process and follow-up, as well as the identification of broad business opportunities and threats. The Strategy Committee is comprised of the Chairman of the Board and four additional Board members.

 

Analysis and Prevention of Money Laundering Committee

 

Board member 

Position in Committee 

Juan Pedro Santa María Chairman

 

This Committee defines and controls the policies regarding anti-money laundering and financing of terrorism in line with Chilean law and Grupo Santander’s governance. In addition to Mr. Santa María, members of senior management from the legal, risk and compliance departments, among others, are also a part of this committee.

 

Human Resources Committee

 

Board member 

Position in Committee 

Vittorio Corbo Chairman
Mauricio Larraín Vice-Chairman
Oscar Von-Chrismar Member
Blanca Bustamante Member

 

The Human Resources Committee is comprised of four Board members, the CEO, the Manager of Human Resources and other senior managers. The Human Resources Committee dictates guidelines on management and general human resources policies, including incentive, selection, promotion and training policies.

 

D.Employees

 

As of December 31, 2015, on a consolidated basis, we had 11,723 employees, 10,947 of whom were bank employees, 98 of whom were employees of our subsidiaries and 678 were employees of entities controlled by the Bank through other considerations. We have traditionally enjoyed good relations with our employees and their unions. Of the total headcount of us and our subsidiaries, 8,363 or 71.3% were unionized. In May 2014, a new collective bargaining agreement was signed, which went into effect on January 1, 2014 and which expires on December 31, 2018, though it may be renegotiated ahead of schedule with the consent of management and the union. We generally apply the terms of our collective bargaining agreement to unionized and non-unionized employees. The following chart summarizes the number of employees employed by the bank.

 

Employees 

As of
December 31, 2015 

Executives 714
Professionals 5,783
Administrative 5,226
Total 11,723

 

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E.Share Ownership

 

No director or executive officer owns more than 1% of the shares of Santander-Chile. As of December 31, 2015, the following directors and executives held shares in Santander-Chile:

 

Directors 

Shares 

Mauricio Larraín Garcés 568

 

Santander-Chile currently does not have any arrangements for involving employees in its capital and there is no systematic arrangement for grant of options or shares or securities of Santander-Chile to them.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.Major Shareholders

 

Santander Spain controls Santander-Chile through its holdings in Teatinos Siglo XXI Inversiones S.A. and Santander Chile Holding S.A., which are controlled subsidiaries. Santander Spain has control over 67.18% of our shares and actual participation, excluding non-controlling shareholders that participate in Santander Chile Holding, S.A. of 67.12%.

 

Shareholder 

Number of Shares 

Percentage 

Santander Chile Holding S.A. 66,822,519,695 35.46%
Teatinos Siglo XXI Inversiones S.A. 59,770,481,573 31.72%

 

Santander Spain is in a position to cause the election of a majority of the members of Santander-Chile’s Board of Directors, to determine its dividend and other policies and to determine substantially all matters to be decided by a vote of shareholders. Santander Spain holds ordinary shares to which no special voting rights are attached. Each share represents one vote and there are no shareholders with different voting rights.

 

The number of outstanding shares of Santander-Chile (of which there is only one class, being ordinary shares) at December 31, 2015, was 188,446,126,794 shares, without par value. Santander-Chile’s shares are listed for trading on the Chilean Stock Exchanges and on the NYSE in connection with the registration of ADRs. The market capitalization of Santander-Chile at December 31, 2015 on the Chilean stock exchange was Ch$ 5,990,069 million and U.S.$ 8,463 million on the NYSE. At December 31, 2015, Santander-Chile had 11,881 holders of its ordinary shares registered in Chile, including The Bank of New York Mellon as Depositary (the “Depositary”) of Santander-Chile’s ADS Program. Other than the information disclosed in this section, there are no arrangements to the knowledge of Santander-Chile that can result in a change of control of Santander-Chile. As of December 31, 2015, there were a total of 26 ADR holders on record. Since some of these ADRs are held by nominees, the number of record holders may not be representative of the number of beneficial holders.

 

144 

 

B.Related Party Transactions

 

The Chilean Companies Law requires that our transactions with related parties be on a market basis, that is, 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. Directors of companies that violate this provision are liable for losses resulting from such violations.

 

In addition, under the Chilean Companies Law, a company may not enter into a transaction with related parties unless (i) such transaction has received the prior approval of the company’s Board of Directors and (ii) the terms of such transaction are consistent with the terms of transactions of a similar type prevailing in the market. If it is not possible to make this determination, the board may appoint two independent evaluators. The evaluators’ final conclusions must be made available to shareholders and directors for a period of 20 business days, during which shareholders representing 5% or more of the issued voting shares may request the board to call a shareholders’ meeting to resolve the matter, with the agreement of two thirds of the issued voting shares required for approval. For purposes of this regulation, the law considers the amount of a proposed transaction to be material if (1) it exceeds 1% of the company’s net worth (provided that it also exceeds 20,000UF) or (2) it exceeds 20,000 UF.

 

All resolutions approving such transactions must be reported to the company’s shareholders at the annual shareholders’ meeting. Violations of this provision may result in administrative or civil liability to the corporation, the shareholders and/or third parties who suffer losses as a result of such violation.

 

Loans granted to related parties

 

In addition to subsidiaries and associated entities, the Bank’s “related parties” include the “key personnel” of the Bank’s executive staff (members of the Bank’s Board of Directors and the Senior Managers of Santander-Chile and its subsidiaries, together with their close relatives), as well as the entities over which the key personnel could exert significant influence or control.

 

145 

The Bank also considers the companies that are part of the Santander Group worldwide as related parties, given that all of them have a common parent, i.e., Santander Spain. The table below shows loans and accounts receivable and contingent loans with related parties. For more information, see “Note 34—Transactions with Related Parties” in our Audited Consolidated Financial Statements appearing elsewhere in this Annual Report:

 

 

As of December 31, 

 

2015 

2014 

2013 

  Companies of the Group Associated companies Key personnel Other Companies of the Group Associated companies Key personnel Other Companies of the Group Associated companies Key personnel Other
  Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn Ch$mn
                         
Commercial loans 77,388 565 5,841 1,963 51,647 9,614 4,348 8,743 47,305 618 4,022 51,141
Mortgage loans - - 20,559 - - - 19,941 - - - 15,561 -
Consumer loans - - 2,274 - - - 2,798 - - - 2,061 -
Loans and accounts receivables 77,388 565 28,674 1,963 51,647 9,614 27,087 8,743 47,305 618 21,644 51,141
Allowance for loan losses (213) (190) (62) (20) (139) (10) (46) (18) (238) (3) (44) (6)
Net loans 77,175 375 28,612 1,943 51,508 9,604 27,041 8,725 47,067 615 21,600 51,135
Guarantees 499,803 - 25,493 1,632 409,339 - 23,896 1,289 124,420 - 19,237 2,326
Contingent loans                        
Personal guarantees - - - - - - - - - - - -
Letters of credit 29,275 - - - 16,000 - - 11 30,714 - - -
Guarantees 510,309 - - 2 432,802 - - 762 172,274 - - 9,989
Contingent loans 539,584 - - 2 448,802 - - 773 202,988 - - 9,989
Allowance for contingent loans (11) - - - (12) - - - (22) - - (4)
Net contingent loans 539,573 - - 2 448,790 - - 773 202,966 - - 9,985

 

Loans (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons, and (c) did not involve more than the normal collection risk.

 

146 

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

 

·a bank may not extend to any person or legal entity (or group of related entities), directly or indirectly, unsecured loans in an amount that exceeds 5.0% of the bank’s regulatory capital, or secured loans in an amount that exceeds 25.0% of its regulatory capital. In the case of foreign export trade finance, this 5.0% ceiling is raised to: 10.0% for unsecured financing, 30.0% for secured financing. This ceiling is raised to 15.0% for loans granted to finance public works under the concessions system contemplated in the Decree with Force of Law 164 of 1991, of the Ministry of Public Works, provided that either the loan is secured on the concession, or the loan is granted as part of a loan syndication;

 

·a bank may not grant loans bearing more favorable terms than those generally offered by banks in the same community to any entity (or group of related entities) that is directly or indirectly related to its owners or management;

 

·a bank may not extend loans to another bank in an aggregate amount exceeding 30.0% of its regulatory capital;

 

·a bank may not directly or indirectly grant a loan, the purpose of which is to allow the borrower to acquire shares in the lending bank;

 

·a bank may not lend, directly or indirectly, to a Director or any other person who has the power to act on behalf of the bank, or to certain related parties; and

 

·a bank may not grant loans to individuals or legal entities involved in the ownership or management of the bank, whether directly or indirectly (including holders of 1.0% or more of its shares), on more favorable terms than those generally offered to non-related parties. Loans may not be extended to senior executives and to companies in which such individuals have a participation of 5.0% or more of the equity or net earnings in such companies. The aggregate amount of loans to related parties may not exceed a bank’s regulatory capital.

 

We are not aware of any loans to any related parties exceeding the above lending limits.

 

The largest related party loan, which matures on June 29, 2016 and has an annual rate of U.S.$ + 0.0%, by the Bank is to Banco Santander Spain S.A., corresponds to a performance bond (boleta de garantía) and had an amount outstanding of U.S.$ 114 million, which was guaranteeing a corporate foreign trade loan. As this operation is a contingent loan, the Bank charges a fee which was 0.60% per annum.

 

147 

The table below shows assets and liabilities with related parties:

 

 

As of December 31, 

 

2015 

2014 

2013 

 

Companies of the Group 

Associated companies 

Key personnel 

Other 

Companies of the Group 

Associated companies 

Key personnel 

Other 

Companies of the Group 

Associated companies 

Key personnel 

Other 

  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
                         
Assets                        
Cash and deposits in banks 23,578 - - - 193,377 5,306
Trading investments - - - -
Obligations under repurchase agreements - - - -
Loans - - - -                
Financial derivative contracts 771,774 - - - 995,468 557,026
Available for sale investments - - - -
Other assets 3,218 - - - 2,776 2,460
Liabilities                        
Deposits and other demand liabilities 9,987 8,535 2,454 1,373 5,061 1,168 2,403 4,602 58,030 10,406 2,783 23,300
Obligations under repurchase agreements 12,006 - - - 47,010 59,703
Loans - - - -                
Time deposits and other time liabilities 1,360,572 234 2,728 898 269,381 2,320 81,079 81,079 54,212 299 3,774 156,977
Financial derivative contracts 1,323,996 - - - 1,395,507 537,162
Issued debt instruments 398,565 - - - 336,323 96,872
Other financial liabilities 2,409 - - - 846 3,912
Other liabilities 376 - - - 771 462

 

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Other transactions with related parties

 

During the years ended December 31, 2015, 2014 and 2013, the Bank had the following significant income (expenses) from services provided to (by) related parties:

 

 

For the years ended December 31, 

 

2015 

2014 

2013 

 

Companies of the Group 

Associated Companies 

Key personnel 

Other 

Companies of the Group 

Associated companies 

Key personnel 

Other 

Companies of the Group 

Associated Companies 

Key personnel 

Other 

  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Income (expense) recorded   1,664 116                
Interest income and inflation—indexation adjustments (10,986) 77 208 39 (11,130) 25 1,963 (2,509) (8,812) 50 1,065 (1,082)
Fee and commission income and expenses 35,955 15 6 30,591 84 230 167 75 120 3,615
Net profit (loss) from financial operations and net foreign exchange gain (loss) (*) (321,985) (315,918) 20 (10,051) (8,690) (4) (1,534)
Other operating income and expenses 955 1,158 955
Income from sale of investments in other companies (**) 78,122
Key personnel compensation and expenses (39,323) (31,361) (31,652)
Administrative and other expenses (30,591) (41,691) (30,342) (33,961) (28,371) (30,758)
Total (326,652) (41,614) (37,436) 161 (325,641) (33,852) (29,148) (12,393) 33,204 (30,633) (30,471) 999
 
(*)Primarily relates to derivative contracts used to financially cover exchange risk of assets and liabilities that cover positions of the Bank and its subsidiaries.

 

(**)Corresponds to the profit from the sale of the subsidiary Santander Asset Management S.A. Administradora General de Fondos.

 

Only transactions with related parties equal to or greater than UF 5,000 (MCh$128.2 million) are included individually in the table above. Transactions with related parties between UF 1,000 and up to UF 5,000 are included in other transactions with related parties. All transactions were conducted at arm’s length.

 

149 

C.Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8. FINANCIAL INFORMATION

 

A.Consolidated Statements and Other Financial Information

 

Financial Information

 

See “Item 18. Financial Statements.”

 

Legal Proceedings

 

We are subject to certain claims and are party to certain legal and arbitration proceedings in the normal course of our business, including claims for alleged operational errors. We do not believe that the liabilities related to such claims and proceedings are likely to have, in the aggregate, a material adverse effect on our consolidated financial condition or results of operations. For the year ended December 31, 2015, the Disclosure Committee of Santander-Chile has defined a significant legal proceeding as that implying an estimated incurred loss greater than 0.18% of the average of pre-tax net income in the last three years. As of December 31, 2015, this cut-off totaled Ch$1,001 million (U.S.$1.4 million). As of December 31, 2014, there were no legal proceedings exceeding that amount. There are no material proceedings in which any of our directors, any members of our senior management, or any of our affiliates is either a party adverse to us or our subsidiaries or has a material interest adverse to us or our subsidiaries.

 

Upon the recommendation of our legal advisors, we estimate that our aggregate liability if all legal proceedings were determined adversely to us could result in significant losses not estimated by us. As of December 31, 2015, we have set aside Ch$1,803 million (U.S.$2.6 million) as provisions for these legal actions. These provisions are presented in “Contingency Provisions” in the Consolidated Statements of Financial Position. In addition, there are other lawsuits in our subsidiaries for (Ch$118 million or US$0.2 million), which primarily relate to the litigation between Santander Corredores de Seguros Limitada and its clients for leasing assets.

 

Dividends and dividend policy

 

See “Item 3. Key Information—A. Selected Financial Data—Dividends.”

 

B.Significant Changes

 

None.

 

ITEM 9. THE OFFER AND LISTING

 

A.Historical Trading Information

 

The table below shows, for the periods indicated, the annual, quarterly and monthly high and low closing prices (in nominal Chilean pesos) of the shares of our common stock on the Santiago Stock Exchange and the annual, quarterly and monthly high and low closing prices (in U.S. dollars) as reported by the NYSE.

 

150 

 

   Santiago Stock Exchange  NYSE
   Common Stock  ADS(2)
   High  Low  High  Low
   (Ch$ per share(1))  (U.S.$ per ADS)
Annual Price History            
 2011    43.65    31.94    99.44    59.40 
 2012    41.01    31.40    33.96    26.10 
 2013    36.23    27.62    30.59    21.38 
 2014    37.32    26.81    26.91    19.19 
 2015    34.77    29.52    22.61    17.38 
 Quarterly Price History                     
 2014                     
 1st Quarter     32.10    26.81    23.57    19.34 
 2nd Quarter     37.21    31.98    26.85    23.02 
 3rd Quarter     37.32    33.05    26.91    21.85 
 4th Quarter     34.08    29.74    22.91    21.19 
 2015                     
 1st Quarter     33.98    29.52    21.71    19.02 
 2nd Quarter     34.77    31.71    22.61    20.02 
 3rd Quarter     34.51    31.44    21.04    17.88 
 4th Quarter     33.96    30.33    20.23    17.38 
 Monthly Price History                     
 Oct-15     33.96    31.46    20.23    18.11 
 Nov-15     33.25    31.70    19.27    17.89 
 Dec-15     32.46    30.33    18.59    17.38 
 Jan-16     31.17    29.10    17.62    15.98 
 Feb-16     31.25    29.43    17.78    16.47 
 Mar-16     33.47    30.79    19.74    17.78 
 Apr-16 (until April 28, 2016)     33.89    31.93    20.24    19.11 

 

B.Plan of Distribution

 

Not applicable

 

C.Nature of Trading Market

 

Nature of Trading Market

 

Shares of our common stock are traded on the Chilean Stock Exchanges. Each ADS represents 400 shares of common stock. ADRs have been issued pursuant to the Deposit Agreement, dated as of August 4, 2008, among Santander-Chile, the Depositary and all holders from time to time of ADRs. On October 22, 2012, this agreement was amended and the number of shares per ADS was changed from 1,039 to 400 shares. As of December 31, 2015, 78,425,011ADSs were outstanding (equivalent to 31,370,004,471 shares of common stock or 16.66% of the total number of issued shares of common stock).

 

D.Selling Shareholders

 

Not applicable.

 

E.Dilution

 

Not applicable.

 

F.Expenses of the Issue

 

Not applicable.

 

151 

ITEM 10. ADDITIONAL INFORMATION

 

A.Share Capital

 

Not applicable.

 

B.Memorandum and Articles of Association

 

The legal predecessor of Santander-Chile was Banco Santiago (Santiago). Santiago was incorporated by public deed dated September 7, 1977 granted at the Notary Office of Alfredo Astaburuaga Gálvez. Santiago received its permission to incorporate and function as a bank by Resolution No. 118 of the SBIF on October 27, 1977. The Bank’s by-laws were approved by Resolution No. 103 of the SBIF on September 22, 1977. In January 1997, Santiago merged with Banco O’Higgins’ with Santiago as the surviving entity. In 1999, Santiago became a controlled subsidiary of Santander Spain.

 

On May 24, 2007, we changed our by-laws as our official name to Banco Santander-Chile (formerly: Banco Santander Chile) and that the Bank may also use the following names: Banco Santander Santiago, Santander Santiago, Banco Santander, or Santander (formerly only: Banco Santander Santiago and Santander Santiago).

 

Shareholder rights in a Chilean bank that is also an open stock (public) corporation are governed by (1) the corporation’s estatutos, 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, (2) the General Banking Law and (3) to the extent not inconsistent with the General Banking Law, by the provisions of Chilean Companies Law applicable to open stock corporations, except for certain provisions that are expressly excluded. Article 137 of the Chilean Companies Law provides that all provisions of the Chilean Companies Law take precedence over any contrary provision in a corporation’s estatutos. Both the Chilean Companies Law and our estatutos provide that legal actions by shareholders against us (or our officers or directors) to enforce their rights as shareholders or by one shareholder against another in their capacity as such are to be brought in Chile in arbitration proceedings, notwithstanding the plaintiff’s right to submit the action to the ordinary courts of Chile.

 

The Chilean securities markets are principally regulated by the Superintendency of Securities and Insurance under the Chilean Securities Market Law and the Chilean Companies 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 non-controlling 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 Companies 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 with 500 or more shareholders, or companies in which 100 or more shareholders own at least 10.0% of the subscribed capital (excluding those whose individual holdings exceed 10.0%), and all other companies that are registered in the Securities Registry of the Superintendency of Securities and Insurance.

 

Santander-Chile is a bank providing a broad range of commercial and retail banking services, as well as a variety of financial services. Our objects and purposes can be found in Article 4 of our estatutos.

 

Board of Directors

 

The Board of Directors has 11 regular members and 2 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 reelected indefinitely. If for any reason, the General Shareholders’ Meeting where the newly 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 Director 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 by 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

 

152 

 

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 is authorized or approved at the General Shareholders’ Meeting, and for that purpose, a detailed and separate entry shall be made in the Annual Report, 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 law, the following may not be directors: (a) 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; (b) those persons who have been declared bankrupt and have not been rehabilitated; (c) members of the House of Representatives and the Senate; (d) directors or employees of any other financial institution; employees appointed by the President of the Republic and employees or officers of (i) the State, (ii) any public service, public institution, semi-public institution, autonomous entity or state-controlled company (any such entity a “Public Entity”) or (iii) 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 (f) 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. Chief Executive Officers may not be elected as directors.

 

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 in between 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 the casting of the vote, the Chairman and the Secretary, together with any other persons that may have been previously designated by 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, the Chairman of the Bank or the Superintendency, as the case may be, is entitled to order 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 themselves the number of votes issued and verify the outcome of the voting process.

 

The Secretary tabulates the votes and the Chairman announces those who have obtained the largest majorities until all the director positions have been filled. The Secretary places the documents evidencing the outcome of the count, duly signed by the persons charged with the duty of verifying the number of votes issued, together with the ballots delivered by the shareholders who did not vote orally, in an envelope which shall be closed and sealed with the corporate seal and shall remain deposited with the Bank for a least two years.

 

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 SBIF 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 or bankruptcy, impossibility, resignation or any other legal cause, the vacancy shall be filled as follows: (a) the positions of regular directors shall be filled by an alternate director; and (b) the positions of alternate directors vacated upon the application of (a) above, and the positions of regular directors if a regular director’s position cannot be filled pursuant to clause (a) because both alternate members have already become regular members, shall be filled by the Board of Directors on its first meeting after the vacancy occurs. Board members appointed pursuant to clause (b) 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.

 

The alternate directors may temporarily replace regular directors in case of their absence or temporary inability to attend a board meeting, or in a definitive manner in case of vacancy. The alternate board members are always

 

153 

 

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 in separate votes from among its members, a Chairman, a First Vice Chairman and a Second Vice Chairman. In the event of a tie, the appointment shall be decided by lottery.

 

The Board of Directors meet, 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 three 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. Extraordinary meetings shall be called by means of a written instrument signed by the Chairman or the Secretary or his alternate and delivered to each of the directors at least three days prior to the date set for the meeting.

 

The quorum for the Board of Directors’ Meeting is six 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 to the prevailing fair market conditions and director’s interest must be disclosed at the next General Shareholders’ 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 Secretary, or his alternate. If a director determines that the minutes for a meeting are inaccurate or incomplete, he 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 to record his opposition in the minutes, and the Chairman must report the opposition at the following General Shareholders’ Meeting.

 

The Board of Directors 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 of Directors 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.

 

Meetings and Voting Rights

 

An ordinary annual meeting of shareholders is held within the first four months of each year. 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 determined by our Board of Directors, elects the Board of Directors and approves any other matter that does not require an extraordinary shareholders’ meeting. The last ordinary annual meeting of our shareholders was held on April 26, 2016. 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 10.0% 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) or in the Official Gazette in

 

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a prescribed manner, and 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 given to the SBIF and the Chilean Stock Exchanges. Currently, we publish our official notices in the El Mercurio newspaper of Santiago.

 

The quorum for a shareholders’ meeting is established by the presence, in person or by proxy, of shareholders representing at least an absolute majority of the issued shares. If a quorum is not present at the first meeting, 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. The vote required at any shareholders’ meeting to approve any of the following actions, however, is a two-thirds majority of the issued shares:

 

·a change in corporate form, spin-off or merger;

 

·an amendment of the term of existence, if any, and the early dissolution of the bank;

 

·a change in corporate domicile;

 

·a decrease of corporate capital previously approved by the SBIF, provided it is not reduced below the legal minimum capital;

 

·a decrease in the number of directors previously approved by the SBIF;

 

·the approval of contributions and appraisal of properties other than cash, in those cases where it is permitted by the General Banking Act;

 

·the amendment of authority of the general shareholders’ meeting or the restriction of the authority of the Board of Directors;

 

·the transfer of 50.0% or more of the corporate assets, regardless of whether it includes liabilities, or the implementation or amendment of any business plan that contemplates the transfer of 50.0% or more of the corporate assets;

 

·a change in the manner of distribution of profits established in the by-laws;

 

·any non-cash distribution in respect of the shares;

 

·the repurchase of shares of stock in the Bank; or

 

·the approval of material related-party transactions when requested by shareholders representing at least 5.0% of the issued and outstanding shares with right to vote if they determine that the terms and conditions of those transactions are not favorable to the interests of the bank or if two independent assessments of those transactions requested by the Board materially differ from each other.

 

Shareholders may accumulate their votes for the election of directors and cast all of their votes in favor of one person.

 

In general, Chilean law does not require a Chilean open stock corporation to provide the level and type of information that U.S. securities laws require a reporting company to provide to its shareholders in connection with a solicitation of proxies. However, shareholders are entitled to examine the books of the bank 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 holding a prescribed minimum investment must be sent an Annual Report of the bank’s activities which includes audited financial statements. Shareholders who do not fall into this category but who request it must also be sent a copy of the bank’s Annual Report. 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.

 

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The Chilean Corporations Law provides that whenever shareholders representing 10.0% 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 shareholders’ meeting and solicits proxies for that meeting, or distributes information supporting its decisions, or other similar material, it is obligated to include as an annex to its Annual Report any pertinent comments and proposals that may have been made by shareholders owning 10.0% or more of the company’s voting shares who have requested that such comments and proposals be so included.

 

Only shareholders registered as such with us on the fifth business day prior to the date of a meeting are entitled to attend and vote their shares. A shareholder may appoint another individual (who need not be a shareholder) as his proxy to attend and vote on his behalf. Every shareholder entitled to attend and vote at a shareholders’ meeting has one vote for every share subscribed. Each share represents one vote and there are no special classes of shares with different rights. Our by-laws do not include any condition that is more significant than required by law to change the right of shareholders.

 

Capitalization

 

Under Chilean law, the shareholders of a company, acting at an extraordinary shareholders’ meeting, have the power to authorize an increase in such company’s capital. When an investor subscribes for issued shares, the shares are registered in such investor’s name, even if not paid for, and the investor is treated as a shareholder for all purposes except with regard to receipt of dividends and the return of capital, provided that the shareholders may, by amending the by-laws, also grant the right to receive dividends or distributions of capital. The 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 reserve 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 company is entitled under Chilean law to auction the shares on the stock exchange and collect the difference, if any, between the subscription price and the auction proceeds. However, until such shares are sold at auction, the subscriber continues to exercise all the rights of a shareholder (except the right to receive dividends and return of capital).

 

Article 22 of the Chilean Corporations Law states that the purchaser of shares of a company implicitly accepts its by-laws and any agreements adopted at shareholders’ meetings.

 

Approval of Financial Statements

 

Our Board of Directors is required to submit our audited financial statements to the shareholders annually for their approval. 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

 

We act as our own registrar and transfer agent, as is customary among Chilean companies. In the case of jointly owned shares, an attorney-in-fact must be appointed to represent the joint owners in dealings with us.

 

Dividend, Liquidation and Appraisal Rights

 

Under the Chilean Corporations Law, Chilean companies are generally required to distribute at least 30.0% of their earnings as dividends.

 

In the event of any loss of capital, no dividends can be distributed so long as such loss is not recovered. Also, no dividends of a bank above the legal minimum can be distributed if doing so would result in the bank exceeding its ratio of risk-weighted assets to regulatory capital or total assets.

 

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Dividends that are declared but not paid by the date set for payment at the time of declaration are adjusted from the date set for payment to the date such dividends are actually paid, and they accrue interest.

 

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. See “Item 10. B.—Memorandum and Articles of Association—Preemptive Rights and Increases of Share Capital.” A dividend entitlement lapses after 5 years and the funds go to the Chilean Treasury.

 

In the event of our liquidation, the holders of fully paid shares would participate equally and pro rata, in proportion to the number of paid-in shares held by them, in the assets available after payment of all creditors. The holders of fully paid shares would not be required to contribute additional capital to the Bank in the event of our liquidation.

 

In accordance with the General Banking Law, our shareholders do not have appraisal rights.

 

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 Superintendency of Securities and Insurance and the Chilean Stock Exchanges:

 

·any direct or indirect acquisition or sale of shares that results in the holder’s acquiring or disposing, directly or indirectly, 10.0% 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 10.0% 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.

 

In addition, majority shareholders must include in their report whether their purpose is to acquire control of the company or if they are making a financial investment. A beneficial owner of ADSs representing 10.0% or more of our share capital will be subject to these reporting requirements under Chilean law.

 

Under Article 54 of the Chilean Securities Market Law and the regulations of the Superintendency of Securities and Insurance, persons or entities intending to acquire control, directly or indirectly, of an open stock corporation, regardless of the acquisition vehicle or procedure, and including acquisitions made through direct subscriptions or private transactions, are also required to inform the public of such acquisition at least 10 business days before the date on which the transaction is to be completed, but in any case, as soon as negotiations regarding the change of control begin (i.e., when information and documents concerning the target are delivered to the potential acquirer) through a filing with the Superintendency of Securities and Insurance, 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.

 

Prior to such publication, a written communication to such effect must be sent to the target corporation, to the controlling corporation, to the corporations controlled by the target corporation, to the Superintendency of Securities and Insurance, 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.

 

The provisions of the aforementioned articles do not apply whenever the acquisition is being made through a tender or exchange offer.

 

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Title XXV of the Chilean Securities Market Law on tender offers and the regulations of the Superintendency of Securities and Insurance provide that the following transactions must be carried out through a tender offer:

 

·an offer which allows a person to take control of a publicly traded company, unless (i) the shares are being sold by a controlling shareholder of such company at a price in cash which is not substantially higher than the market price and the shares of such company are actively traded on a stock exchange and (ii) those shares are acquired (a) through a capital increase, (b) as a consequence of a merger, (c) by inheritance or (d) through a forced sale; and

 

·an offer for a controlling percentage of the shares of a listed company if such person intends to take control of the parent company (whether listed or not) of such listed company, to the extent that the listed company represents 75.0% or more of the consolidated net worth of the parent company.

 

In addition, Article 69bis of the Companies Law requires that whenever a controlling shareholder acquires two thirds of the voting shares of a listed company, such controlling shareholder must offer to purchase the remaining shares from the non-controlling shareholders in a tender offer.

 

Article 200 of the Chilean Securities Market Law prohibits any shareholder that has taken control of a publicly traded company to acquire, for a period of 12 months from the date of the transaction in which it gained control of the publicly traded company, a number of shares equal to or greater than 3.0% of the outstanding issued shares of the target without making a tender offer at a price per share not lower than the price paid at the time of taking control. Should the acquisition from the other shareholders of the company be made on a stock exchange and on a pro rata basis, the controlling shareholder may purchase a higher percentage of shares, if so permitted by the regulations of the stock exchange.

 

Title XV of the Chilean Securities Market Law sets forth the basis to determine what constitutes a controlling power, a direct holding and a related party. The Chilean Securities Market Law defines control as the power of a person or group of persons acting (either directly or through other entities or persons) pursuant to a joint action agreement, to direct the majority of the votes at the shareholders’ meetings of the corporation, to elect the majority of members of its Board of Directors, or to influence the management of the corporation significantly. Significant influence is deemed to exist in respect of the person or group of persons with an agreement to act jointly that holds, directly or indirectly, at least 25.0% of the voting share capital, unless:

 

·another person or group of persons acting pursuant to joint action agreement, directly or indirectly, controls a stake equal to or greater than the percentage controlled by such person or group of persons;

 

·the person or group does not control, directly or indirectly, more than 40.0% of the voting share capital and the percentage controlled is lower than the sum of the shares held by other shareholders holding more than 5.0% of the share capital (either directly or pursuant to a joint action agreement); or

 

·in cases where the Superintendency of Securities and Insurance has ruled otherwise, based on the distribution or atomization of the overall shareholding.

 

According to the Chilean Securities Market Law, a joint action agreement is an agreement among two or more parties which, directly or indirectly, own shares in a corporation at the same time and whereby they agree to participate with the same interest in the management of the corporation or in taking control of the same. The law presumes that such an agreement exists between:

 

·a principal and its agents;

 

·spouses and relatives within certain degrees of kinship;

 

·entities within the same business group; and

 

·an entity and its controller or any of the members of the controller.

 

Likewise, the Superintendency of Securities and Insurance may determine that a joint action agreement exists between two or more entities considering, among other things, the number of companies in which they participate

 

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and the frequency with which they vote identically in the election of directors, appointment of managers and other resolutions passed at extraordinary shareholders’ meetings.

 

According to Article 96 of the Chilean Securities Market Law, a business group is a group of entities with such ties in their ownership, management or credit liabilities that it may be assumed that the economic and financial action of such members is directed by, or subordinated to, the joint interests of the group, or that there are common credit risks in the credits granted to, or in the acquisition of securities issued by, them. According to the Chilean Securities Market Law, the following entities are part of the same business group:

 

·a company and its controller;

 

·all the companies with a common controller together with that controller;

 

·all the entities that the Superintendency of Securities and Insurance declares to be part of the business group due to one or more of the following reasons:

 

·a substantial part of the assets of the company is involved in the business group, whether as investments in securities, equity rights, loans or guaranties;

 

·the company has a significant level of indebtedness and the business group has a material participation as a lender or guarantor;

 

·any member of a group of controlling entities of a company mentioned in the first two bullets above and there are grounds to include it in the business group; or

 

·the company is controlled by a member of a group of controlling entities and there are grounds to include it in the business group.

 

Article 36 of the General Banking Law states that as a matter of public policy, no person or company may acquire, directly or indirectly, more than 10.0% of the shares of a bank without the prior authorization of the SBIF, which may not be unreasonably withheld. The prohibition would also apply 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.

 

According to Article 35bis of the 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 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 existing control of a bank by a controlling shareholder of that bank.

 

This prior authorization is only required when the acquiring bank or the resulting group of banks would own a significant market share in loans, defined by the SBIF to be more than 15.0% of all loans in the Chilean banking system. The intended purchase, merger or expansion may be denied by the SBIF; or, if the acquiring bank or resulting group would own a market share in loans determined to be more than 20.0% of all loans in the Chilean banking system, the purchase, merger, or expansion may be conditioned on one or more of the following:

 

·the bank or banks maintaining regulatory capital higher than 8.0% and up to 14.0% of risk-weighted assets;

 

·the technical reserve established in Article 65 of the General Banking Law being applicable when deposits exceed one and a half times the resulting bank’s paid-in capital and reserves; or

 

·the margin for interbank loans be reduced to 20.0% of the resulting bank’s regulatory capital.

 

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If the acquiring bank or resulting group would own a market share in loans determined by the SBIF to be more than 15% but less than 20%, the authorization will be conditioned on the bank or banks maintaining a regulatory capital not lower than 10% of their risks weighted assets for the period specified by the SBIF, which may not be less than one year. The calculation of the 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 General Banking Law, a bank may not grant loans to related parties on terms more favorable than those generally offered to non-related parties. Article 84 No. 2 of the General Banking Law and the regulations issued by the SBIF creates the presumption that natural persons who are holders of shares and who beneficially own more than 1.0% of the shares 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 1.0% of the shares. Finally, according 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 5.0% or more of the total amount of shares of capital stock issued by such bank.

 

Article 16bis of the General Banking Law provides that the individuals or legal entities that, individually or with other people, directly control a bank and who individually own more than 10.0% of its shares must send to the SBIF reliable information on their financial situation in the form and in the opportunity set forth in Resolution No. 3,156 of the SBIF.

 

There are no limitations for non-resident or foreign shareholders to hold or exercise voting rights on the securities.

 

Preemptive Rights and Increases of Share Capital

 

The Chilean Corporations Law provides that whenever a Chilean company issues new shares for cash, it must offer its existing shareholders the right to purchase a number of shares sufficient to maintain their existing ownership percentages in the company. Pursuant to this requirement, preemptive rights in connection with any future issue of shares will be offered by us to the Depositary as the registered owner of the shares underlying the ADRs. 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 regulations in effect at the time of making such rights available to our ADS holders, as well as the costs and potential liabilities associated with registration of such rights and the related shares of common stock under the Securities Act, and the indirect benefits to us of thereby enabling the exercise by all or certain holders of ADSs of their preemptive rights and any other factors we consider appropriate at the time, and then to make a decision as to whether to file such registration statement. 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 sell such holders’ preemptive rights and distribute the proceeds thereof if a premium can be recognized over the cost of such sale. In the event that the Depositary is not able, or determines that it is not feasible, to sell such rights at a premium over the cost of any such sale, all or certain holders of ADSs may receive no value for such rights. Non-U.S. holders of ADSs may be able to exercise their preemptive rights regardless of whether a registration statement is filed. The inability of all or certain holders of ADSs to exercise preemptive rights in respect of shares of common stock underlying such ADSs could result in such holders not maintaining their percentage ownership of the common stock following such preemptive rights offering unless such holder made additional market purchases of ADSs or shares of common stock.

 

Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a period that cannot be less than 30 days following the grant of such rights. During such period, and for an additional 30-day period thereafter, a Chilean corporation is not permitted to offer any unsubscribed shares for sale to third parties on terms which are more favorable than those offered to its shareholders. At the end of such additional 30-day period, a Chilean open stock corporation is authorized to sell unsubscribed shares to third parties on any terms, provided they are sold on a Chilean stock exchange. Unsubscribed shares that are not sold on a Chilean stock exchange can be sold to third parties only on terms no more favorable for the purchaser than those offered to shareholders.

 

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C.Material Contracts

 

During the past two years, we were not a party to any material contract outside the ordinary course of business.

 

D.Exchange Controls

 

The Central Bank is responsible for, among other things, monetary policies and exchange controls in Chile. Appropriate registration of a foreign investment in Chile grants the investor access to the Formal Exchange Market. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates.” Foreign investments can be registered with the Foreign Investment Committee under Decree Law No. 600 or can be registered with the Central Bank under the Central Bank Act. The Central Bank Act is an organic constitutional law requiring a “special majority” vote of the Chilean Congress to be amended. Since April 18, 2001, all exchange controls in Chile have been eliminated.

 

Previously, Chilean law mandated that holders of shares of Chilean companies that were not residents of Chile register as foreign investors under one of the foreign investment regimes contemplated by Chilean law in order to receive dividends, sale proceeds or other amounts with respect to their shares remitted outside Chile through the Formal Exchange Market. Under the Foreign Investment Contract (as defined herein), the Depositary, on behalf of ADS holders, is granted access to the Formal Exchange Market to convert cash dividends from Chilean pesos to U.S. dollars and to pay such U.S. dollars to ADS holders outside Chile, net of taxes, and no separate registration by ADR holders is required. As of April 19, 2001, the Central Bank deregulated the Exchange Market, eliminating the need to obtain approval from the Central Bank in order to remit dividends, but at the same time eliminating the possibility of guaranteeing access to the Formal Exchange Market. However, this did not affect the current Foreign Investment Contract, which was signed prior to April 19, 2001, and which still permits access to the Formal Exchange Market based on the prior approval of the Central Bank. Therefore the holders of ADRs of Santander-Chile are still subject to the Foreign Investment Contract, including its clauses referring to the prior exchange rules including the now extinct Chapter XXVI of the Compendium.

 

E.Taxation

 

The following discussion summarizes certain Chilean tax and United States federal income tax consequences to beneficial owners arising from the ownership and disposition of our common stock or ADSs. The summary does not purport to be a comprehensive description of all potential Chilean and United States federal income tax considerations that may be relevant to a decision to own or dispose of our common stock or ADSs and is not intended as tax advice to any particular investor. This summary does not describe any tax consequences arising under the laws of any state, locality or other taxing jurisdiction other than Chile and the United States. There is currently no income tax treaty between the United States and Chile. However, the U.S. government and the government of Chile signed on February 4, 2010 the Proposed Income Tax Treaty between the United States of America and the Republic of Chile (the “Proposed U.S.-Chile Treaty”), which is now subject to ratification by the U.S. Senate and Chilean Congress. If the Proposed U.S.-Chile Treaty becomes effective, U.S. investors should consult their tax advisers as to the applicability of the treaty in their particular circumstances.

 

Material Tax Consequences of Owning Shares of Our Common Stock or ADSs

 

Chilean Taxation

 

The following is a summary of certain Chilean tax consequences of the ownership and disposition of shares of our common stock or of ADSs evidenced by ADRs by Foreign Holders (as defined herein). The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to own or dispose shares of our common stock or ADSs and does not purport to address the tax consequences applicable to all categories of investors, some of whom may be subject to special rules. Holders of shares of our common stock or ADSs are advised to consult their tax advisers concerning the Chilean and other tax consequences of the ownership and disposition of shares of our common stock or of ADSs evidenced by ADRs.

 

The description of Chilean tax laws set forth below is based on Chilean laws in force as of the date of this Annual Report and is subject to any changes in such laws occurring after the date of this Annual Report. These changes can be made on a retroactive basis, but may not be used retroactively against taxpayers who acted in good faith relying on regulations or interpretations that were in force at that moment.

 

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For purposes of this summary, the term “Foreign Holder” means either (1) in the case of an individual, a person who is not resident or domiciled in Chile; or (2) in the case of a legal entity, a legal entity that is not organized under the laws of Chile, unless the shares of our common stock or ADSs are assigned to a branch or a permanent establishment of such entity in Chile. For purposes of Chilean taxation, (a) an individual holder is resident in Chile if he or she has remained in Chile for more than six months in one calendar year, or a total of more than six months in two consecutive fiscal years, and (b) an individual is domiciled in Chile if he or she resides in Chile with the actual or presumptive intent of staying in Chile (intention that can be evidenced by circumstances such as the acceptance of an employment in Chile or the relocation of one’s family to Chile).

 

The Income Tax Law provides that a Foreign Holder is subject to income taxes on his/her incomes of Chilean sources. For these purposes, Chilean source income means earnings from activities performed within Chilean territory or from sale, disposition or other transactions in connection with assets or goods located in Chile. Indirect sale regulations may also attribute sourced Chilean income.

 

Taxation of Dividends

 

Cash dividends paid by us with respect to shares of our common stock held by a Foreign Holder, including shares represented by ADSs, will be subject to a 35% Chilean Withholding Tax, which is withheld and paid over by us (the “Withholding Tax”). If we have paid Corporate Income Tax (the “First Category Tax”) on the income from which the dividend is paid, a credit for the First Category Tax effectively reduces the rate of Withholding Tax. When a credit is available, the Withholding Tax is computed by applying the 35% rate to the pre-tax amount needed to fund the dividend and then subtracting from the tentative withholding tax so determined the amount of First Category Tax actually paid on the pre-tax income. For purposes of determining the rate at which First Category Tax was paid, dividends are treated as paid from our oldest retained earnings.

 

The effective rate of Withholding Tax to be imposed on dividends paid by us will vary depending upon the amount of First Category Tax paid by us on the earnings underlying the dividends. The statutory rate for the First Category Tax attributed to earnings generated during the years 2008, 2009 and 2010 was 17.0%. For years 2011, 2012 and 2013, it was 20%, for 2014 it was 21% and for 2015 it was 22.5%. The example below illustrates the effective Chilean Withholding Tax burden on a cash dividend received by a Foreign Holder, assuming a Withholding Tax rate of 35%, a statutory First Category Tax rate of 22.5% and a distribution of all of the net proceeds available after payment of the First Category Tax.

 

Taxable income 

U.S.$ 100 

First Category Tax (22.5% of U.S.$100) (22.5)
Net proceeds available 77.5
Dividend payment 77.5
Withholding Tax (35% of the sum of the dividend (U.S.$77.5) and the available First Category Tax credit (U.S.$22.5)) 35
First Category Tax credit (22.5)
Payable Withholding Tax 12.5
Net dividend received

65 (77.5-12.5)

  16.13%
Effective dividend withholding tax rate

(12.5/77.5)

 

Dividend distributions made in kind would be subject to the same Chilean tax rules as cash dividends. Stock dividends received by the Foreign Holder are not subject to Chilean taxation. The distributions of preemptive rights relating to shares of common stock will not be subject to Chilean taxation. If the Proposed U.S.-Chile Treaty becomes effective, U.S. investors should consult their tax advisers as to the applicability of the treaty in their particular circumstances.

 

Taxation of Capital Gains

 

Gain realized on the sale, exchange or other disposition by a Foreign Holder of ADSs will not be subject to Chilean taxation, provided that such sale or disposition occurs outside Chile or that it is performed under the rules of Title XXIV of the Chilean Securities Market Law, as amended by Law No. 19,601, dated January 18, 1999. The deposit and withdrawal of shares of common stock in exchange for ADSs will not be subject to any Chilean taxes.

 

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Gain recognized on a sale or exchange of shares of common stock (as distinguished from sales or exchanges of ADSs representing such shares of common stock) by a Foreign Holder will be subject both to First Category Tax (currently imposed at a rate of 22.5%) and Withholding Tax (the first can be used as credit against the second) if (1) the Foreign Holder has held such shares of common stock for less than one year since exchanging ADSs for the shares of common stock, (2) the Foreign Holder acquired and disposed of the shares of common stock 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. In certain other cases where the Foreign Holder of shares of common stock has some connection with Chile, gain on the disposition of shares of common stock will be subject only to First Category Tax as a single tax (currently imposed at a rate of 22.5 %).

 

The sale of shares of common stock by a Foreign Holder to an individual or entity non-resident or domiciled in Chile is subject to a provisional withholding. Such a provisional withholding will be equal to (i) 5% of the total amount to remit, without any deduction, paid to, credited to or putted at the disposal of the Foreign Holder if the transaction is subject to the First Category Tax as a single tax, unless the gain subject to taxation can be determined, in which case the withholding will be equal to the rate of First Category Tax (currently 22.5%) on the gain, or (ii) the difference between Withholding Tax (35%) and First Category Tax (22.5%) rates, which currently would be 12.5%, of the total amount to remit, without any deduction, paid to, credited to or putted at the disposal of the Foreign Holder, if the transaction is subject to both First Category and Withholding Tax, unless the gain subject to taxation can be determined, in which case the withholding will be equal to a 35% on the gain. For income tax purposes, the capital gain shall be the difference between the sales price and the acquisition cost of the stock. The tax basis of shares of common stock received in exchange for ADSs will be the acquisition value of such shares. The valuation procedure set forth in the deposit agreement, which values shares of common stock 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 shares of common stock and sale of such shares of common stock for the value established under the deposit agreement will not generate a capital gain subject to taxation in Chile.

 

In the case where ADSs were exchanged for shares and the subsequent sale of the shares is made on a day that is different than the date on which the exchange is recorded, capital gains subject to taxation in Chile may be generated. On October 1, 1999, the Chilean Internal Revenue Service issued Ruling N°3,708 whereby it allowed Chilean issuers of ADSs to amend the Deposit Agreements in which they are parties in order to include a clause that states that, in the case that the exchanged shares are sold by the ADSs’ holder on a Chilean Stock Exchange, either on the same day on which the exchange is recorded in the shareholders’ registry of the issuer or within the two prior business days to such date, the acquisition price of such exchanged shares shall be the price registered in the invoice issued by the stock broker that participated in the sale transaction. Consequently, as we have included this clause in the form of ADRs attached to the deposit agreement, the capital gain that may be generated if the shares received in exchange for ADSs were sold within two days prior to the date on which the exchange is recorded will not be subject to taxation.

 

The distribution and exercise of preemptive rights relating to the shares of common stock will not be subject to Chilean taxation. Cash 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 Withholding Tax (the former being creditable against the latter to the extent described above).

 

In certain cases and provided certain requirements are met, capital gains realized on the sale of actively traded stock of Chilean public companies may be exempt from Chilean income taxes. Our stock is currently considered an actively traded stock in the Santiago Stock Exchange, and Foreign Holders of the stock may qualify for an income tax exemption. Foreign Holders are urged to consult with their own tax advisers to determine whether an exemption applies to them.

 

If the Proposed U.S.-Chile Treaty becomes effective, it may further restrict the amount of Chilean tax, if any, imposed on gains derived from the sale or exchange of shares of common stock by U.S. residents eligible for the benefits of the treaty. If the Proposed Tax Treaty becomes effective, U.S. investors should consult their tax advisers as to the applicability of the treaty in their particular circumstances.

 

 

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Other Chilean Taxes

 

No Chilean inheritance, donation 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 donation of shares of our common stock by a Foreign Holder. No Chilean stamp, issue, registration or similar taxes or duties apply to Foreign Holders of shares or ADSs.

 

Withholding Tax Certificates

 

Upon request, we will provide to Foreign Holders appropriate documentation evidencing the payment of Withholding Taxes. For further information, the investor should contact: Robert Moreno, robert.moreno@santander.cl. Dividends payable to holders of ADSs are net of foreign currency conversion expenses of the Depositary and will be subject to the Withholding Tax currently at the rate of 35% (subject to credits in certain cases as described above). 

 

Impact of Chilean Tax Reform

 

On September 29, 2014, the Law No. 20,780 containing the Tax Reform was published in the Official Gazette. The Tax Reform introduced significant changes to the Chilean taxation system and strengthened the powers of the Chilean Tax Authority to control and prevent tax avoidance. The Tax Reform contemplates, among other reforms, changes to the Corporate Tax regime to create two different tax regimes: the Attributed Income Regime (Sistema de Renta Atribuida) and the Semi-Integrated Regime (Sistema Parcialmente Integrado).

 

On February 8, 2016, Law No. 20,899 (Simplified Tax Reform Law) was published, which introduced changes that are intended to simplify certain provisions of the Tax Reform. The amendments applied the Semi-Integrated Regime (Sistema Parcialmente Integrado) to corporations, limited joint-stock companies and any other entity with at least one non-final taxpayer owner. In addition, the amendments limited the Attributed Income Regime (Sistema de Renta Atribuida) to use by individuals, personal holding companies with limited liability, communities, non-residents that have any kind of permanent establishment in Chile and limited liability companies.

 

Under the Attributed Income Regime, shareholders would be taxed on an accrual basis, with a FCIT rate of 25% imposed at the level of the operating entity, plus a global complementary tax at progressive rates for resident individuals or an additional withholding income tax (AWIT) of 35% for nonresident shareholders (the FCIT being 100% creditable), resulting in an overall income tax charge of 35% for nonresidents. Under this regime, profits would be required to be attributed to the owners, irrespective of whether a distribution actually is made.

 

Under the Semi-integrated Regime, shareholders would be taxed on a cash basis (when profits are distributed), but at a FCIT rate of 25.5% for 2017 (and 27% as from 2018). The FCIT still would be creditable against the 35% AWIT under that regime, but 35% of the credit would have to be paid to the Treasury, so, in practice, only 65% of the FCIT would be creditable. Thus, taxpayers would pay for the ability to defer shareholder taxation until profits actually are distributed with a higher overall income tax rate than under the Attributed Income Regime.

 

However, the Tax Reform (as supplemented by the Simplify Tax Reform Law) considered that investors from countries with which Chile has signed the Double Tax Treaty as of January 1, 2017 would be entitled to use the 100% of the FCIT credit, even if at that time the agreement was not yet in force. Under such circumstances, the full tax credit would be applicable until December 31, 2019 if at that time the relevant Tax Treaty had not yet entered into force. Thus, investors from such treaty countries would enjoy the advantage of deferring shareholder taxation until profits were distributed, and yet retain the benefit of the overall 35% income tax charge. This could lead to a shift in the jurisdictions commonly used to make investments into Chile.

 

For banking enterprises, the default regime is the Semi-integrated Regime. Additionally, the Tax Reform considered an increase gradually of the FCIT rate of 20% up to 25% under the Attributed Income Regime, as described below. In the case of the Semi-Integrated Regime, the rate would increase up to 27%.

 

Year 

Rate 

2014 21%
2015 22.5%
2016 24%
2017 25% (Attributed Income Regime) /
  25.5% (Semi-Integrated Regime)
2018 25% (Attributed Income Regime) /
  27% (Semi-Integrated Regime)

 

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U.S. Federal Income Tax Considerations

 

The following is a discussion of material U.S. federal income tax consequences of owning and disposing of shares of our common stock or ADSs to U.S. holders described below, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold such common stock or ADSs. The discussion applies only if you hold shares of our common stock or ADSs as capital assets for U.S. federal income tax purposes. It does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances, including the alternative minimum tax and the Medicare contribution tax, nor does it describe all tax consequences that may be relevant to U.S. holders subject to special rules, such as:

 

·certain financial institutions;

 

·insurance companies;

 

·dealers and traders in securities who use a mark-to-market method of tax accounting;

 

·persons holding shares or ADSs as part of a hedge, “straddle,” conversion transaction, integrated transaction or similar transaction;

 

·persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

·partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

 

·tax-exempt entities, including “individual retirement accounts” or “Roth IRAs”;

 

·persons holding shares of our common stock or ADSs that own or are deemed to own ten percent or more of our voting stock;

 

·persons who acquired shares of our common stock or ADSs pursuant to the exercise of any employee stock option plan or otherwise as compensation; or

 

·persons whose shares or ADSs are held in connection with a trade or business conducted outside the United States.

 

If an entity that is classified as a partnership for U.S. federal income tax purposes owns shares of our common stock or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships owning shares of our common stock or ADSs and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the shares of our common stock or ADSs.

 

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. It is also based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms. In addition, this discussion does not address U.S. state, local and non-U.S. tax consequences. Please consult your tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of shares or ADSs in your particular circumstances.

 

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As used herein, a “U.S. holder” is a person that for U.S. federal income tax purposes is a beneficial owner of shares of our common stock or ADSs and is:

 

·a citizen or individual resident of the United States;

 

·a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, a state thereof or the District of Columbia; or

 

·an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

 

In general, if you own ADSs, you will be treated as the owner of the underlying shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if you exchange ADSs for the underlying shares represented by those ADSs.

 

The U.S. Treasury has expressed concerns that parties to whom American depositary shares are released prior to delivery of shares to the depositary (“pre-release”) or intermediaries in the chain of ownership between U.S. holders of American depositary shares and the issuer of the security underlying the American depositary shares may be taking actions that are inconsistent with the claiming of foreign tax credits for holders of American depositary shares. These actions would also be inconsistent with the claiming of the favorable tax rates, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the creditability of Chilean taxes and the availability of the favorable tax rates for dividends received by certain non-corporate holders, each described below, could be affected by actions that may be taken by such parties or intermediaries.

 

This discussion assumes that we are not, and will not become, a passive foreign investment company, as described below.

 

Taxation of Distributions

 

Distributions paid on shares of our common stock or ADSs, other than certain pro rata distributions of common shares or rights, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. holders as dividends. Subject to applicable limitations and the discussion above regarding concerns expressed by the U.S. Treasury, certain dividends paid by “qualified foreign corporations” to certain non-corporate U.S. holders may be taxable at rates applicable to long-term capital gains. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on a securities market in the United States, such as the NYSE where our ADSs are traded. You should consult your tax advisers to determine whether the favorable rates may apply to dividends you receive and whether you are subject to any special rules that limit your ability to be taxed at the favorable rates. The amount of the dividend will include any amounts withheld by us or our paying agent in respect of Chilean taxes at the effective rate (after credit for First Category Taxes) as described above under “ — Material Tax Consequences of Owning Shares of Our Common Stock or ADSs—Taxation of Dividends.” You should consult with your tax adviser to determine the amount considered withheld with respect to a distribution if you opt to be subject to the Attributed Income Regime for Chilean tax purposes starting in 2017, as described above under “—Material Tax Consequences of Owning Shares of Our Common Stock or ADSs—Impact of Chilean Tax Reform.” The amount of the dividend will be treated as foreign-source dividend income to you and will not be eligible for the dividends received deduction generally allowed to U.S. corporations under the Code.

 

Dividends will be included in your income on the date of your (or in the case of ADSs, the depositary’s) receipt of the dividend. The amount of any dividend income paid in Chilean pesos will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, you should not be required to recognize foreign currency gain or loss in respect of the dividend income. You may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

 

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Subject to applicable limitations that may vary depending upon your circumstances and the discussion above regarding concerns expressed by the U.S. Treasury, Chilean taxes withheld from cash dividends on shares of our common stock or ADSs, reduced by the credit for any First Category Tax, as described above under “—Chilean Taxation,” generally will be creditable against your U.S. federal income tax liability. Starting in 2017, if you opt into the Attributed Income Regime, as described above under “—Material Tax Consequences of Owning Shares of Our Common Stock or ADSs—Impact of Chilean Tax Reform,” amounts withheld by us, reduced by the credit for any First Category Tax, may be creditable for U.S. tax purposes. If creditable, it is uncertain whether such tax would be creditable in the year the Chilean tax is imposed, irrespective of whether a distribution is actually made. You should consult your tax adviser concerning the creditability and timing issues pertaining to such tax. If, however, the Proposed U.S.-Chile Treaty becomes effective, any Chilean income taxes withheld from dividends on shares or ADSs in excess of the rate provided by the treaty will not be creditable by a U.S. holder who is eligible for the benefits of the treaty. The rules governing foreign tax credits are complex and you should consult your tax advisers to determine whether you are subject to any special rules that limit your ability to make effective use of foreign tax credits. Instead of claiming a credit, you may, at your election, deduct such Chilean taxes in computing your taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits must apply to all foreign taxes paid or accrued in the taxable year.

 

Sale or Other Disposition of Shares or ADSs

 

For U.S. federal income tax purposes, gain or loss you realize on the sale or other disposition of shares of our common stock or ADSs generally will be capital gain or loss, and will be long-term capital gain or loss if you held the shares of our common stock or ADSs for more than one year. The amount of your gain or loss will be equal to the difference between your tax basis in the shares of our common stock or ADSs disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. If a Chilean tax is withheld on the sale or disposition of the shares of our common stock or ADSs, your amount realized will include the gross amount of the proceeds of such sale or disposition before deduction of the Chilean tax. See “—Chilean Taxation—Taxation of Capital Gains” for a description of when a disposition may be subject to taxation by Chile. Such gain or loss generally will be U.S.-source gain or loss for foreign tax credit purposes. Consequently, you may not be able to credit any Chilean tax imposed on the disposition of shares of our common stock or ADSs against your taxable income unless you have other foreign-source income in the appropriate foreign tax credit category. If the Proposed U.S.-Chile Treaty becomes effective, however, a U.S. holder who is eligible for the benefits of the treaty and whose gain from the sale of shares is not exempt from Chilean tax under such treaty may elect to treat disposition gain that is subject to Chilean tax as foreign-source gain and claim a credit in respect of the tax. You should consult your tax advisers as to whether the Chilean tax on gains may be creditable against your U.S. federal income tax on foreign-source income from other sources. Alternatively, instead of claiming a credit, you may elect to deduct otherwise creditable taxes in computing your income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits must apply to all foreign taxes paid or accrued in the taxable year.

 

Passive Foreign Investment Company Rules

 

Based on proposed Treasury regulations (the “Proposed Regulations”), which are proposed to be effective for taxable years beginning after December 31, 1994, we believe that we were not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes for the year ended December 31, 2015. However, since the Proposed Regulations may not be finalized in their current form and since PFIC status depends upon the composition of a company’s income and assets and the market value of its assets (including, among others, less than 25 percent owned equity investments) from time to time, there can be no assurance that we will not be a PFIC for any taxable year. If we were a PFIC for any taxable year during which you held an ADS or a share of our common stock, certain adverse tax consequences could apply to you.

 

If we were a PFIC for any taxable year during which you held shares of our common stock or ADSs, gain recognized by you on a sale or other disposition (including certain pledges) of a share of our common stock or an ADS would generally be allocated ratably over your holding period for the share of our common stock or ADS. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the resulting tax liability for that taxable year. Similar rules would apply to any distribution in respect of shares of our common stock or ADSs that exceeds 125% of the average of the annual distributions on

 

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shares of our common stock or ADSs received by you during the preceding three years or your holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments of the shares of our common stock or ADSs (including, with respect to our ADSs, a mark-to-market election). In addition, if we were a PFIC for a taxable year in which we pay a dividend or the prior taxable year, the favorable rates discussed above with respect to dividends paid to non-corporate holders would not apply.

 

If we were to be treated as a PFIC in any taxable year, a U.S. holder may be required to file reports with the Internal Revenue Service containing such information as the Treasury Department may require.

 

Information Reporting and Backup Withholding

 

Payment of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and may be subject to backup withholding, unless you are a corporation or other exempt recipient or in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not subject to backup withholding.

 

The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

 

Certain U.S. holders may be required to report information relating to stock of a non-U.S. person, subject to certain exceptions (including an exception for stock held in custodial accounts maintained by a U.S. financial institution). You should consult your tax advisers regarding any reporting obligations you may have with respect to shares of our common stock or ADSs.

 

F.Dividends and Paying Agents

 

Not applicable.

 

G.Statement by Experts

 

Not applicable.

 

H.Documents on Display

 

The documents concerning us which are referred to in this Annual Report may be inspected at our offices at Bandera 140, 20th floor, Santiago, Chile. We are subject to the information reporting requirements of the Exchange Act, except that, as a foreign issuer, we are not subject to the proxy rules or the short-swing profit and 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, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-732-0330. The SEC maintains a website on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us. The reports and information statements and other information about us can be downloaded from the SEC’s website and can also be inspected and copied at the offices of the NYSE, Inc., 20 Broad Street, New York, New York 10005.

 

I.Subsidiary Information

 

Not applicable.

 

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Introduction

 

The principal types of risk inherent in Santander-Chile’s business are market, liquidity, operational and credit risks. 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. Toward that end, our Board and senior management places great emphasis on risk management.

 

A.Integral Risk Committee

 

The Integral Risk Committee of the Board is responsible for reviewing and monitoring all risks that may affect us, including reputation risk, allowing for an integral risk management. This committee serves as the governing body through which the Board supervises risk in general. It also evaluates the reasonability of the systems for measurement and control of risks.

 

·Credit risk

 

·Market risk

 

·Operational risk

 

·Solvency risk (BIS)

 

·Legal risks

 

·Compliance risks

 

·Reputational risks

 

This Committee includes the Vice Chairman of the Board and five Board members. This committee also includes the CEO, the Director of Risk and other senior level executives from the commercial side of our business: The Board members of this committee are:

 

Board member 

Position in Committee 

Oscar von Chrismar Chairman
Marco Colodro Member
Vittorio Corbo Member
Roberto Méndez Member
Raimundo Monge Member
Juan Pedro Santa María Member

 

B.Audit Committee

 

Board member 

Position in Committee 

Marco Colodro Chairman
Mauricio Larrain First Vice Chairman and Financial Expert
Orlando Poblete Second Vice Chairman

 

The Audit Committee (Comité de Directores y Auditoría) is comprised of three members of the Board of Directors. The Committee Secretary is the alternate director Juan Pedro Santa María. The General Counsel is the Committee Secretary. The Chief Executive Officer, General Auditor and other persons from the Bank can be invited to the meetings if necessary and are present on specific matters. This Committee’s primary responsibility is to support the Board of Directors in the continuous improvement of our system of internal controls, which includes reviewing the work of both the external auditors and the Internal Audit Department. The committee is also responsible for analyzing observations made by regulatory entities of the Chilean financial system about us and for recommending measures to be taken by our management in response. This committee also performs functions of a remuneration committee as established in Chilean Law, and reviews annually the salary and bonus programs for the executive officers of the Bank. The external auditors are recommended by this committee to our Board of Directors and appointed by our shareholders at the annual shareholders’ meeting.

 

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C.Asset and Liability Committee

 

The ALCO includes the Chairman of the Board and five additional members of the Board, the Chief Executive Officer, the Corporate Financial Controller, the Manager of the Financial Management Division, the Manager of Market Risk, the Manager of the Treasury Division, and other senior members of management. The ALCO meets monthly. All limits reviewed by the ALCO are measured and prepared by the Market Risk Department. The non-Board members of the ALCO meet weekly to review liquidity, funding, capital and market risk related matters.

 

     Board member 

Position in Committee 

  Vittorio Corbo Chairman  
  Mauricio Larraín Vice-Chairman  
  Oscar von Chrismar Second Vice-Chairman  
  Marco Colodro Member  
  Roberto Zahler Member  
  Raimundo Monge Member  
         

The main functions of the ALCO are:

 

·Making the most important decisions regarding interest rate risk, funding, capital and liquidity levels. The main limits set and monitored by the ALCO (and measured by the Market Risk Department) are:

 

Risk 

Measure 

  Sensitivity Capital
Interest rates Sensitivity NIM
  Regulatory market risk limits
  Regulatory limit 30 Days
Liquidity Regulatory limit 90 Days
  Internal liquidity limit
  BIS ratio
Capital BIS ratio with market risk
  BIS ratio with market and operational risk
  Intergroup exposure: Derivatives, deposits, loans
Foreign exposures Foreign assets: Derivatives, Deposits, Loans

 

·Review of the Bank’s main gaps (foreign currency and inflation gap).

 

·Review of the evolution of the most relevant local and international markets and monetary policies.

 

D.Market Committee

 

The Market Committee includes the Vice-Chairman of the Board, three additional members of the Board, the Chief Executive Officer, the Manager of Global Banking and Markets, the Manager of the Treasury Division, the Manager of the Financial Management Division, the Manager of Market Risk, the Financial Controller and other senior members of management.

 

Board member 

Position in Committee 

Vittorio Corbo Chairman
Oscar von Chrismar Vice-Chairman
Roberto Zahler Second Vice-Chairman
Marco Colodro Member
   

The Market Committee is responsible for:

 

·Establishing a strategy for the Bank’s trading portfolio.

 

·Establishing the Bank’s policies, procedures and limits with respect to its trading portfolio. The Bank’s Market Risk Department measures all risks and limits and reports these to the Market Committee.

 

·Reviewing the evolution of the most relevant local and international markets and monetary policies.

 

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E.Risk Department

 

All issues regarding risk in the Bank are the responsibility of the Bank’s Risk Department. The Risk Department reports to the CEO but has full independence, and no risk decisions can be made without its approval. Below is an organizational chart of the Risk Department:

 

 

1.Credit risk

 

See Item 5- Selected Statistical Information-Classification of Loan Portfolio for a complete description of credit risk management.

 

2.Non-financial risks

 

All issues regarding operational risks in the Bank fall under the Non-Financial Risk Department that reports to the Risk Department. Below is an organization chart of this department.

 

 

 

All operational risks are measured in this Department and reported simultaneously to local management and the Board through various channels.

 

 

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Role of Santander Spain’s Global Risk Division: Operational Risk

 

In matters regarding operational risk, Santander Spain’s Global Risk Department’s role is to define certain global policies, guidelines and procedures regarding operational risk. The Corporate Operational Risk Committee is the main body in which the different units of Santander discuss and review the major operational risk events and policies.

 

3.Market Risks

 

This section describes the market risks that we are exposed to, the tools and methodology used to control these risks, the portfolios over which these market risk methods were applied and quantitative disclosure that demonstrate the level of exposure to market risk that we are assuming. This section also discloses the derivative instruments that we use to hedge exposures and offer to our clients.

 

Market risk is the risk of losses due to unexpected changes in interest rates, foreign exchange rates, inflation rates and other rates or prices. We are exposed to market risk mainly as a result of the following activities:

 

·trading in financial instruments, which exposes us to interest rate and foreign exchange rate risk;

 

·engaging in banking activities, which subjects us to interest rate risk, since a change in interest rates affected gross interest income, gross interest expense and customer behavior;

 

·engaging in banking activities, which exposes us to inflation rate risk, since a change in expected inflation affects gross interest income, gross interest expense and customer behavior;

 

·trading in the local equity market, which subjects us to potential losses caused by fluctuations of the stock market; and

 

·investing in assets whose returns or accounts are denominated in currencies other than the Chilean peso, which subjects us to foreign exchange risk between the Chilean peso and such other currencies.

 

The main decisions that relate to market risk for the Bank and the limits regarding market risk are made in the Asset and Liability Committee and the Market Committee. The measurement and oversight of market risks is performed by the Market Risk Department. Below is a list of the main reports produced by the Market Risk Department and who they are addressed to:

 

Report 

Unit 

Objective 

Addressed to: 

Periodicity 

Daily Global Report Market risks Give a global vision of the market, positions, risks, sensitivity, vision and alerts of the trading and non-trading positions Market Risk (local and global), Senior Management, Internal Auditors Daily
Stress Test Market risks Stress test report over the Bank's trading and ALCO books Market Risk (local and global), Senior Management, Internal Auditors Monthly
Sensitivity Analysis Market risks Sensitivity analysis of the ALCO book Market Risk (local and global), Senior Management, Internal Auditors Daily
Fixed income positions Market risks Fixed income positions and general information Market Risk (local and global), Senior Management, Internal Auditors Daily
Interest rate gap Market risks Interest rate gap sensitivity and limit levels Market Risk (local and global), Senior Management, Internal Auditors Monthly
Liquidity gap Market risks Liquidity levels and limits Market Risk (local and global), Senior Management, Internal Auditors Monthly
Market report Market risks Main market indicators and evolution Market Risk (local and global), Senior Management, Internal Auditors Daily
VaR Market risks VaR position and limits - Market risk (local and global) and Senior Management Daily
Trading Portfolio Limits Market risks Trading book evolution, instruments and limits Market Risk (local and global), Senior Management, Internal Auditors Daily
Largest depositors Market risks Largest 20 and largest 50 depositors - Market risk (local and global) and Senior Management Weekly
Follow-up report Market risks summary of Market risk information for Senior Management Market Risk (local and global), Senior Management (local and global), Internal Auditors Monthly
Liquidity stress-test Market risks Liquidity stress test simulation Market Risk (local and global), Senior Management, Internal Auditors Quarterly
Interest rate risk Market risks Interest rate risk report, limits and estimates of results from interest rate risk - Market risk (local and global), Manager of Global banking and markets, Manager of Treasury, Manager of Market Making and Prop Trading Daily
Backtesting Market risks Backtesting of VaR estimates to actual results Market Risk (local and global), Senior Management, Internal Auditors Weekly
PNL Treasury Market risks Treasury income statement - Market risk (local and global), Manager of Global banking and markets, Manager of Treasury, Manager of Market Making and Prop Trading Daily

 

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Santander-Chile’s governance rules have established the existence of two high-level committees that, among other things, function to monitor and control market risks: the Asset and Liability Committee and the Market Committee.

 

Role of Santander Spain’s Global Risk Division: Market Risk

 

In matters regarding Market Risk, the role of Santander Spain’s Global Risk Department is to define certain global policies, guidelines and procedures regarding market risk. The information produced by our local Market Risk Department is standardized for the whole group in order to facilitate a consolidation of risks being taken on a global basis. They review daily the consumption of limits and provide valuable input on the evolution of markets, especially regarding the Eurozone.

 

4.Market Risk: Quantitative Disclosure

 

Impact of inflation

 

Our assets and liabilities are denominated in Chilean pesos, Unidades de Fomento (UF) and foreign currencies. The Bank no longer recognizes inflation accounting and has eliminated price-level restatement in line with IFRS, but inflation impacts our results of operations as some loan and deposit products are contracted in UF. 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 during the prior calendar month. One UF equaled Ch$25,629.09 at December 31, 2015, Ch$24,627.10 at December 31, 2014 and Ch$23,309.56 at December 31, 2013. High levels of inflation in Chile could adversely affect the Chilean economy and could have an adverse effect on our business, financial condition and results of operations. Negative inflation rates also negatively impact our results. Inflation measured as the annual variation of the UF was 4.1% in 2015, 5.7% in 2014 and 2.1% in 2013. There can be no assurance that Chilean inflation will not change significantly from the current level. Although we currently benefit from moderate levels of inflation, due to the current structure of our assets and liabilities (i.e., a significant portion of our loans are indexed to the inflation rate, but there are no corresponding features in deposits or other funding sources that would increase the size of our funding base), there can be no assurance that our business, financial condition and result of operations in the future will not be adversely affected by changing levels of inflation. In summary:

 

·UF-denominated assets and liabilities. 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. Our net interest income will be positively affected by an inflationary environment to the extent that our average UF-denominated interest earning assets exceed our average UF-denominated interest bearing liabilities. Our net interest income will be positively affected by deflation in any period in which our average UF-denominated interest bearing liabilities exceed our average UF-denominated interest earning assets. Our net interest income will be negatively affected in a deflationary environment if our average UF-denominated interest earning assets exceed our average UF-denominated interest bearing liabilities.

 

·Inflation and interest rate hedge. A key component of our asset and liability policy is the management of interest rate risk. The Bank’s assets generally have a longer maturity than our liabilities. As the Bank’s mortgage portfolio grows, the maturity gap tends to rise as these loans, which are contracted in UF, have a longer maturity than the average maturity of our funding base. As most of our long term financial instruments and mortgage loans are contracted in UF and most of our deposits are in nominal pesos, the rise

 

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in mortgage lending increases the Bank’s exposure to inflation and to interest rate risk. The size of this gap is limited by internal and regulatory guidelines in order to avoid excessive potential losses due to strong shifts in interest rates. In order to keep this duration gap below regulatory limits, the Bank issues long term bonds denominated in UF or interest rate swaps. The financial cost of the bonds and the efficient part of these hedges is recorded as net interest income. In 2015, the loss from the swaps taken in order to hedge mainly for inflation and interest rate risk and included in net interest income totaled a loss of Ch$107,867 million compared to a loss of Ch$130,254 million in 2014 and a loss of Ch$67,239 million in 2013. The average gap between our interest earnings assets and total liabilities linked to the inflation, including hedging was Ch$3,358,707 million in 2015, Ch$4,168,678 million in 2014 and Ch$3,581,959 million in 2013.

 

·The financial impact of the gap between our interest earning assets and liabilities denominated in UFs including hedges was Ch$130,666 million in 2015, Ch$229,946 million in 2014 and Ch$71,842 million in 2013. The lower gain in 2015 can be explained by the lower UF inflation in 2015 compared to 2014 and a lower UF gap in 2015.

 

   As of December 31,  % Change  % Change
Impact of inflation on net interest income  2015  2014  2013  2015/2014  2014/2013
   (In millions of Ch$)
Results from UF GAP (1)    130,666    229,946    71,842    (43.2%)   220.1%
Annual  UF inflation    4.1%   5.7%   2.1%          
 
(1)UF GAP is net interest income from asset and liabilities denominated in UFs and include the results from hedging the size of this gap via interest rate swaps.

 

·Peso-denominated assets and liabilities. Interest rates prevailing in Chile during any period primarily reflect the inflation rate during the period and the expectations of future inflation. The sensitivity of our peso-denominated interest earning assets and interest bearing liabilities to changes to such prevailing rates varies. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Interest Rates.” We maintain a substantial amount of non-interest bearing peso-denominated demand deposits. Because such deposits are not sensitive to inflation, any decline in the rate of inflation would adversely affect our net interest margin on inflation indexed assets funded with such deposits, and any increase in the rate of inflation would increase the net interest margin on such assets. The ratio of the average of such demand deposits and average shareholder’s equity to average interest-earning assets was 29.9%, 30.2%, and 30.0% for the years ended December 31, 2015, 2014 and 2013, respectively.

 

Interest rate sensitivity

 

Interest rates earned and paid on our assets and liabilities reflect, to a certain degree, inflation, expectations regarding inflation, changes in short term interest rates set by the Central Bank and movements in long term real rates. The Central Bank manages short term interest rates based on its objectives of balancing low inflation and economic growth. Because our liabilities are generally re-priced sooner than our assets, changes in the rate of inflation or short term rates in the economy are reflected in the rates of interest paid by us on our liabilities before such changes are reflected in the rates of interest earned by us 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 inflation rates since generally our UF-denominated assets exceed our UF-denominated liabilities. (See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Impact of Inflation—Peso-denominated assets and liabilities”). An increase in long term rates has a positive effect on our net interest margin, because our interest earning assets generally have longer terms than our interest bearing liabilities. In addition, because our 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 period’s inflation, customers often switch funds from UF-denominated deposits to peso-denominated deposits, which generally bear higher interest rates, thereby adversely affecting our net interest margin.

 

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As of December 31, 2015, the breakdown of maturities of assets and liabilities is as follows:

 

As of December 31, 2015

Demand 

Up to 1 month 

Between 1 and 3 months 

Between 3 and 12 months 

Subtotal up to 1 year 

Between 1 and 5 years 

More than 5 years 

Subtotal More than 1 year 

Total 

Assets                  
Cash and deposits in banks 1,677,076 387,730 - - 2,064,806 - - - 2,064,806
Cash items in process of collection 724,521 - - - 724,521 - - - 724,521
Trading investments - 126,248 21,364 264 147,876 87,735 88,660 176,395 324,271
Investments under resale agreements - 2,463 - - 2,463 - - - 2,463
Financial derivative contracts - 158,843 213,335 407,854 780,032 1,191,866 1,234,028 2,425,894 3,205,926
Interbank loans (*) 9,371 - 1,506 - 10,877 - - - 10,877
Loans and accounts receivables from customers (**) 664,164 2,401,995 2,178,424 4,027,990 9,272,573 7,498,802 8,518,505 16,017,307 25,289,880
Available for sale investments - 480,801 72,217 243,241 796,259 517,655 730,497 1,248,152 2,044,411
Guarantee deposits (threshold) 649,325 - - - 649,325 - - - 649,325
Total assets 3,724,457 3,558,080 2,486,846 4,679,349 14,448,732 9,296,058 10,571,690 19,867,748 34,316,480
Liabilities                  
Deposits and other demand liabilities 7,356,121 - - - 7,356,121 - - - 7,356,121
Cash items in process of being cleared 462,157 - - - 462,157 - - - 462,157
Obligations under repurchase agreements - 143,689 - - 143,689 - - - 143,689
Time deposits and other time liabilities 114,341 5,707,940 3,210,947 2,853,761 11,886,989 238,933 56,845 295,778 12,182,767
Financial derivative contracts - 126,643 190,409 380,158 697,210 1,016,731 1,148,665 2,165,396 2,862,606
Interbank borrowings 27,323 7,946 148,509 684,819 868,597 438,977 - 438,977 1,307,574
Issued debt instruments 1,953 440,500 155,821 213,928 812,202 2,764,082 2,380,811 5,144,893 5,957,095
Other financial liabilities 129,358 3,142 558 3,114 136,172 68,027 16,328 84,355 220,527
Guarantees received (threshold) 819,331 - - - 819,331 - - - 819,331
Total liabilities 8,910,584 6,429,860 3,706,244 4,135,780 23,182,468 4,526,750 3,602,649 8,129,399 31,311,867
 
(*)Interbank loans are presented on a gross basis. The amount of allowance is Ch$1,166 million.

 

(**)Loans and accounts receivables from customers are presented on a gross basis. Provisions amounts according to type of loan are detailed as follows: Commercial loans Ch$431,201 million, Mortgage loans Ch$62,427 million, and Consumer loans Ch$267,507 million.

 

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The following table sets forth our average daily balance of liabilities for the years ended December 31, 2015, 2014 and 2013, in each case together with the related average nominal interest rates paid thereon.

 

 

2015 

2014 

2013 

 

Average Balance 

% of Total Average Liabilities 

Average Nominal Rate 

Average Balance 

% of Total Average Liabilities 

Average Nominal Rate 

Average Balance 

% of Total Average Liabilities 

Average Nominal Rate 

  (millions of Ch$, except percentages)
Interest-bearing liabilities                  
Savings accounts 114,330 0.3% 3.4% 108,185 0.3% 5.0% 103,760 0.4% 1.9%
Time deposits 12,685,504 36.7% 3.2% 11,952,994 36.6% 3.4% 9,949,401 36.8% 4.5%
Central Bank borrowings 4,891 -% 1.0% 6,906 0.0% 0.2% 221 0.0% 6.3%
Repurchase agreements 228,050 0.7% 3.1% 413,263 1.3% 2.0% 266,883 1.0% 5.6%
Mortgage finance bonds 63,061 0.2% 10.2% 81,805 0.2% 11.9% 102,778 0.4% 8.0%
Other interest bearing liabilities 7,500,408 21.7% 5.5% 6,865,084 21.0% 6.9% 6,850,953 25.3% 4.7%
Subtotal interest-bearing liabilities 20,596,244 59.6% 4.0% 19,428,237 59.4% 4.6% 17,273,996 63.9% 4.6%
                   
Non-interest bearing liabilities                  
Non-interest bearing deposits 5,719,889 16.6%   5,386,272 16.5%   4,620,849 17.1%  
Derivatives 2,958,942 8.6%   2,719,386 8.3%   1,467,723 5.4%  
Other non-interest bearing liabilities 2,454,037 7.1%   2,501,651 7.6%   1,325,975 4.9%  
Shareholders’ equity 2,816,116 8.2%   2,689,037 8.2%   2,349,448 8.7%  
Subtotal non-interest bearing liabilities 13,948,984 40.4%   13,296,346 40.6%   9,763,995 36.1%  
Total liabilities 34,545,228 100.0%   32,724,383 100.0%   27,037,991 100.0%  

 

Foreign exchange fluctuations

 

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. The Chilean peso has been subject to significant devaluation in the past and may be subject to significant fluctuations in the future. The Central Bank exchange rate depreciated 16.5% in 2015. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates.”

 

A significant portion of our assets and liabilities are denominated in foreign currencies, principally the U.S. dollar, and we historically have maintained, and may continue to maintain, material gaps between the balances of such assets and liabilities. Because such assets and liabilities, as well as interest earned or paid on such assets and liabilities, and gains and losses realized upon the sale of such assets, are translated to Chilean pesos in preparing our financial statements, our reported income is affected by changes in the value of the Chilean peso relative to foreign currencies (principally the U.S. dollar).

 

Our current strategy is not to maintain a significant difference between the balances of our assets and liabilities in foreign currencies. In 2015, 2014 and 2013, the Bank’s spot position in foreign currency held more liabilities than assets in foreign currencies, mainly U.S. dollars as a result of an ample supply of U.S.$ deposits from companies that receive export revenues, foreign correspondent bank loans and bonds issued abroad. This difference is usually hedged using forwards and cross-currency swaps. In general, the Bank is not permitted, due to guidelines set by the ALCO, to open a meaningful gap in foreign currency. Therefore, all foreign currency risk is included in the trading portfolio and is measured using VaR. The translation gain or loss over assets and liabilities (excluding derivatives held for trading) is included as foreign exchange transactions in the income statement. The translation and mark-to-market of foreign currency derivatives held for trading is recognized as a gain or loss in the net results from mark-to-market and trading.

 

As of December 31, 2015, the net difference between assets and liabilities in foreign currency was a net asset position of U.S.$81.4 million. The average gap, be it a net asset or liability position in foreign currency, in 2015 was U.S.$42 million. Both figures include derivatives used to hedge foreign currency risk. Below is a graph that illustrates the net daily foreign currency position in 2015.

 

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We also set an absolute limit on the size of Santander-Chile’s consolidated net foreign currency trading position, which is equivalent to the maximum differential allowed between assets and liabilities in foreign currencies, including hedging of this gap. The limit on the size of the net foreign currency position is determined by the Market Committee and is calculated and monitored by the Market Risk Department. At December 31, 2015, this was equal to U.S.$200 million. This limit in various other currencies is as follows:

 

Currency 

Limit (in millions of U.S.$) 

U.S. dollars 200
Euros 75
Yen 22.5
Real 15
Mexican peso 15
Colombian peso 15
Other European currencies 15
Other Latin American currencies 7.5
Other currencies 3.75
Total Limit 200

 

Liquidity risk management

 

The Financial Management Division receives information from all the business units on the liquidity profile of their financial assets and liabilities, as well as breakdowns of other projected cash flows stemming from future businesses. On the basis of that information, the Financial Management Division maintains a portfolio of liquid short–term assets, comprised mainly of liquid investments, loans and advances to other banks, to make sure the Bank has sufficient liquidity. The business units’ liquidity needs are met through short–term transfers from the Financial Management Division to cover any short–term fluctuations and long–term financing to address all the structural liquidity requirements.

 

The Bank monitors its liquidity position every day, determining the future flows of its outlays and revenues. In addition, stress tests are performed at the close of each month, for which a variety of scenarios encompassing both normal market conditions and conditions of market fluctuation are used. The liquidity policy and procedures are subject to review and approval by the Bank’s Board. Periodic reports are generated by the Market Risk Department, providing a breakdown of the liquidity position of the Bank and its subsidiaries, including any exceptions and the corrective measures adopted, which are regularly submitted to the ALCO for review.

 

The Bank relies on demand deposits from Retail, Middle-Market and Corporates, obligations to banks, debt instruments, and time deposits as its main sources of funding. Although most obligations to banks, debt instruments and time deposits mature in over a year, customer (retail) and institutional deposits tend to have shorter maturities and a large proportion of them are payable within 90 days. The short–term nature of these deposits increases the

 

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Bank’s liquidity risk, and hence, the Bank actively manages this risk by continual supervision of the market trends and price management.

 

Liquidity risk management seeks 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. The following table sets forth the balance of our liquidity portfolio managed by our Financial Management Division in the manner in which it is presented to the Asset and Liability Committee (ALCO) and the Board. The ALCO has determined that our liquidity portfolio must be comprised of cash plus assets that can be readily convertible into cash either through the Chilean Central Bank window, overnight deposits or instruments or the local secondary market. The management of the Bank’s liquidity portfolio is performed by the Financial Management Division under rules determined by the ALCO.

 

   December 31, 2015  December 31, 2014
   Ch$ million
Balance as of:      
Financial investments for trading    324,271    774,815 
Available for sale investments    2,044,411    1,651,598 
Encumbered assets (net) (1)    (77,647)   (112,015)
Net cash (2)    (315,415)   14,774 
Net interbank deposits (3)    1,683,208    890,274 
Total liquidity portfolio    3,658,829    3,219,446 

 

   December 31, 2015  December 31, 2014
   Ch$ million
Average balance as of:      
Financial investments for trading    405,352    571,479 
Available for sale investments    1,902,050    1,673,423 
Encumbered assets (net) (1)    (74,664)   (97,712)
Net cash (2)    (244,186)   (50,554)
Net interbank deposits (3)    1,197,325    788,958 
Total liquidity portfolio    3,185,876    2,885,594 
 
(1)Assets encumbered through repurchase agreements are deducted from the liquidity portfolio

 

(2)Total cash minus reserve requirement of the Central Bank

 

(3)Includes overnight deposits in the Central Bank, domestic banks and foreign banks

 

The Central Bank also requires us to comply with the following liquidity limits:

 

·The sum of the liabilities with a maturity of less than 30 days may not exceed the sum of the assets with a maturity of less than 30 days by an amount greater than our capital. This limit must be calculated in local currency and foreign currencies together as one gap. At December 31, 2015 the percentage of (i) our liabilities with a maturity of less than 30 days in excess of our assets with a maturity of less than 30 days to (ii) our capital and reserves was 41%.

 

·The sum of the liabilities in foreign currency with a maturity of less than 30 days may not exceed the sum of the assets in foreign currency with a maturity of less than 30 days by more than an amount greater than our capital. At December 31, 2015 the percentage of (i) our liabilities with a maturity of less than 30 days in foreign currency in excess of our assets in foreign currency with a maturity of less than 30 days to (ii) our capital and reserves was 0%, as the Bank had more foreign currency assets than liabilities for the calculation of this limit.

 

·The sum of the liabilities with a maturity of less than 90 days may not exceed the sum of the assets with a maturity of less than 90 days by more than 2 times our capital. This limit must be calculated in local

 

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currency and foreign currencies together as one gap. At December 31, 2015 the percentage of (i) our liabilities with a maturity of less than 90 days in excess of our assets with a maturity of less than 90 days to (ii) our capital and reserves was 46%.

 

New liquidity requirements in line with BIS III

 

The SBIF and the Chilean Central Bank published new liquidity corporate governance standards and ratios that must be implemented and calculated by all banks. These will eventually replace the current regulatory limits imposed by the SBIF and the Central Bank described above. These new liquidity standards are in line with those established in BIS III. The most important liquidity ratios that will eventually be adopted by Chilean banks are:

 

·Liability concentration per institutional and wholesale counterparties. Banks will have to calculate the percentage of their liabilities coming from institutional and wholesale sources, including the calculation of ratios regarding renovation, maturity and product concentration of these funds.

 

·Liquidity coverage ratio (LCR), which measures the percentage of Liquid Assets over Net Cash Outflows. The new guidelines also define Liquid Assets and the formulas for calculating Net Cash Outflows.

 

·Net Stable Funding Ratio (NSFR) which will measure a bank’s stable funding sources over required stables needs both concepts also defined in the new regulations.

 

In the first half of 2016, banks must report these ratios to the Central Bank and the SBIF. The evolution of these indicators will be monitored for a 12 month period and further adjustments could be made. The final limits and results should begin to be published in 2017. The initial limits banks must meet to meet in order to comply with these new ratios have not been published yet. For this reason, and even though the Bank has advanced liquidity management models, we cannot assure that the implementation of these models will not have a material effect on our business.

 

Market risk management

 

The Bank’s internal management of market risk is based chiefly on the procedures and standards of Santander Spain, which are in turn based on analysis of management in three principal components:

 

·trading portfolio;

 

·local financial management portfolio; and

 

·foreign financial management portfolio.

 

The trading portfolio is comprised chiefly of investments valued at fair market value and free of any restriction on their immediate sale, which are often bought and sold by the Bank with the intention of selling them in the short term to benefit from short–term price fluctuations. The trading portfolio also includes the Bank’s exposure to foreign currency. The financial management portfolios include all the financial investments not considered to be part of trading portfolio.

 

Market risk – management of trading portfolio

 

The Bank applies VaR methodologies to measure the market risk of its trading portfolio. The Bank has a consolidated commercial position comprised of fixed–income investments and foreign currency trading. This portfolio is comprised mostly of Central Bank of Chile bonds, mortgage bonds, locally issued, low–risk corporate bonds and foreign currencies, mainly U.S. dollars. At the end of each year, the trading portfolio included no stock portfolio investments.

 

For the Bank, the VaR estimate is made under the historical simulation methodology, which consists of observing the behavior of the profits and losses that would have occurred in the current portfolio if the market conditions for a given historical period had been in force, in order to infer the maximum loss on the basis of that information, with as given degree of confidence. The methodology has the advantage of precisely reflecting the

 

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historical distribution of the market variables and not requiring any assumptions regarding the distribution of specific probabilities. All the VaR measures are intended to determine the distribution function for a change in the value of a given portfolio, and once that distribution is known, to calculate the percentile related to the necessary degree of confidence, which will be equal to the value at risk by virtue of those parameters. As calculated by the Bank, the VaR is an estimate of the maximum expected loss of market value for a given portfolio over a 1–day horizon, with a 99.00% confidence level. It is the maximum 1–day loss that the Bank could expect to experience in a given portfolio, with a 99.00% confidence level. In other words, it is the loss that the Bank would expect to experience only 1.0% of the time. The VaR provides a single estimate of market risk which is not comparable from one market risk to another. Returns are calculated through the use of a 2–year time window or at least 520 data points obtained since the last reference date for calculation of the VaR going backward in time.

 

We do not calculate three separate VaRs. We calculate a single VaR for the entire trading portfolio, which in addition is segregated by risk type. The VaR software performs a historical simulation and calculates a Profit and Loss Statement (P&L) for 520 data points (days) for each risk factor (fixed income, foreign currency and variable income.) The P&L of each risk factor is added together and a consolidated VaR is calculated with 520 points or days of data. At the same time a VaR is calculated for each risk factor based on the individual P&L calculated for each individual risk factor . Furthermore, a weighted VaR is calculated in the manner described above, but which gives a greater weighting to the 30 most recent data points. The larger of the two VaRs is the one that is reported. In 2015, 2014 and 2013, we used the same VaR model and there has been no change in methodology or assumptions for subsequent periods.

 

The Bank uses the VaR estimates to provide a warning when the statistically estimated incurred losses in its trading portfolio would exceed prudent levels, and hence, there are certain predetermined limits.

 

Limitations of the VaR model

 

When applying a calculation methodology, no assumptions are made regarding the probability distribution of the changes in the risk factors; the historically observed changes are used for the risk factors on which each position in the portfolio will be valued.

 

It is necessary to define a valuation function fj(xi) for each instrument j, preferably the same one used to calculate the market value and income of the daily position. This valuation function will be applied in each scenario to generate simulated prices for all the instruments in each scenario.

 

In addition, the VaR methodology is subject to the following limitations:

 

·Changes in market rates and prices may not be independent and identically distributed random variables, and may not have a normal distribution; In particular, the assumption of normal distribution may underestimate the probability of extreme market movements;

 

·The historical data used by the Bank may not provide the best estimate of the joint distribution of changes in the risk factors in the future, and any modification of the data may be inadequate; In particular, the use of historical data may fail to capture the risk of potential extreme and adverse market fluctuations, regardless of the time period used;

 

·A 1–day time horizon may not fully capture the market risk positions which cannot be liquidated or covered in a single day; It would not be possible to liquidate or cover all the positions in a single day;

 

·The VaR is calculated at the close of business, but trading positions may change substantially in the course of the trading day;

 

·The use of a 99% degree of confidence does not take account of, or make any statement about, the losses that could occur outside of that degree of confidence; and

 

·A model such as the VaR does not capture all the complex effects of the risk factors over the value of the positions or portfolios, and accordingly, it could underestimate potential losses.

 

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At no time in 2015, 2014 and 2013 did the Bank exceed the VaR limits in respect of the three components which comprise the trading portfolio: fixed–income investments, variable–income investments and foreign currency investments. We perform back-testing daily and generally find that trading losses exceed our VaR estimate approximately one out of every 100 trading days. At the same time, we set a limit to the maximum VaR that we are willing to accept over our trading portfolio. In 2015, the Bank remained within the maximum limit it had set for VaR, including those instances in which the actual VaR exceeded the estimate.

 

The high, low, and average levels for each component and each year below were as follows:

 

Consolidated  2015  2014  2013
   (in millions of U.S.$)
VaR:               
High    3.61    3.77    3.48 
Low    0.62    1.06    1.06 
Average    1.38    1.91    1.72 
Fixed–income investments:               
High    3.13    3.99    2.39 
Low    0.61    1.06    0.97 
Average    1.23    1.78    1.57 
Variable–income investments:               
High    0.19    0.15    0.19 
Low    0.00    0.00    0.00 
Average    0.00    0.00    0.00 
Foreign currency investments:               
High    3.43    2.39    3.20 
Low    0.04    0.06    0.06 
Average    0.64    0.58    0.69 

 

Market risk – local and foreign financial management

 

The Bank’s financial management portfolio includes most of the Bank’s non–trading assets and liabilities, including the credit/loan portfolio. For these portfolios, investment and financing decisions are strongly influenced by the Bank’s commercial strategies.

 

The Bank uses a sensitivity analysis to measure the market risk of local and foreign currency (not included in the trading portfolio). The Bank performs a simulation of scenarios, which will be calculated as the difference between the present value of the flows in the chosen scenario (a curve with a parallel movement of 100 bp in all its segments) and their value in the base scenario (current market). All the inflation–indexed local currency (UF) positions are adjusted by a sensitivity factor of 0.57, which represents a 57 basis point change in the rate curve for the real rates and a 100 basis point change for the nominal rates. The same scenario is performed for the net foreign currency positions and the interest rates in U.S. dollars. The Bank has also established limits in regard to the maximum loss which these interest rate movements could impose on the capital and net financial income budgeted for the year.

 

Limitations of the sensitivity models

 

The most important assumption is the use of a 100 basis point change in the yield curve (57 basis points for the real rates). The Bank uses a 100 basis point change because sudden changes of that magnitude are considered realistic. The Santander Spain Global Risk Department has established comparable limits by country, to be able to compare, monitor and consolidate the market risk by country in a realistic and orderly way. In addition, the sensitivity simulation methodology should be interpreted with consideration for the following limitations:

 

·The simulation of scenarios assumes that the volumes remain in the Bank’s Consolidated General Balance Sheet and are always renewed at maturity, thereby omitting the fact that certain credit risk and prepayment considerations may affect the maturity of certain positions.

 

·This model assumes an identical change along the entire length of the yield curve and takes no account of the different movements for different maturities.

 

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·The model takes no account of the sensitivity of volumes which results from interest rate changes.

 

·The limits to losses of budgeted financial income are calculated on the basis of the financial income foreseen for the year, which may not be actually earned, meaning that the real percentage of financial income at risk may be higher than the expected one.

 

Market Risk – Financial management portfolio – December 31, 2015, 2014 and 2013

 

   2015  2014  2013
   Effect on net interest income  Effect on equity  Effect on net interest income  Effect on equity  Effect on net interest income  Effect on equity
Financial management portfolio – local currency (in millions of Ch$)                  
Loss limit    32,500    150,000    38,150    192,660    35,500    167,530 
High    29,721    103,091    27,707    112,133    28,923    86,196 
Low    13,882    72,104    16,904    77,231    21,129    69,729 
Average    22,695    88,394    21,077    92,809    25,124    77,849 
Financial management portfolio – foreign currency (in millions of U.S.$)                              
Loss limit    30.0    70.0    40.0    70.0    30.0    30.0 
High    9.0    15.0    16.0    39.0    17.2    26.0 
Low        5.0        10.0    2.1    2.3 
Average    2.0    12.0    10.0    28.0    10.2    18.6 
Financial management portfolio – consolidated (in millions of Ch$)                              
Loss limit    34,500    150,000    40,650    172,390    35,500    167,530 
High    29,232    102,002    27,949    112,364    28,958    86,212 
Low    14,129    70,741    17,441    77,848    21,204    69,787 
Average    22,390    87,095    21,404    93,245    25,146    77,891 

 

Market risk –Regulatory method

 

The following table illustrates our market risk exposure according to the Chilean regulatory method, as of December 31, 2015. This information is sent to the SBIF on a quarterly basis. Our maximum exposure to long-term interest rate fluctuations is set at 35% of regulatory capital and is approved by the board of directors.

 

Regulatory Market Risk 

As of December 31, 2015 

  (Ch$ million)
Market risk of trading portfolio (EMR)  
Interest rate risk of trading portfolio 154,564
Foreign currency risk of trading portfolio 25,749
Risk from interest rate options 64,487
Risk from foreign currency options 292
Total market risk of trading portfolio 245,092
10% x Risk-weighted assets 2,662,286
Subtotal 2,907,378
Limit = Regulatory Capital 3,522,970
Available margin 615,592
Non-trading portfolio market risk  
Short-term interest rate risk 105,456
Inflation risk 49,464
Long-term interest rate risk 251,573
Total market risk of non-trading portfolio 406,493
Regulatory limit of exposure to short-term interest rate and inflation risk  
Short-term exposure to interest rate risk 105,456
Exposure to inflation risk 49,464
Limit: 20% of (net interest income + net fee income sensitive to interest rates) 251,573
Available margin 406,493
Regulatory limit of exposure to long-term interest rate risk  
Long-term exposure to interest rate risk 882,401
35% of regulatory capital 1,233,039
Available margin 350,638

 

182 

 

Derivative activities

 

At December 31, 2015, 2014 and 2013, derivatives are valued at market price on the balance sheet and the net unrealized gain (loss) on derivatives is classified as a separate line item on the income statement. Notional amounts are not recorded on the balance sheet. Banks must mark to market derivatives. A derivative financial instrument held for trading purposes must be marked to market and the unrealized gain or loss recognized in the income statement. The SBIF recognizes three kinds of hedge accounting: (i) cash flow hedges, (ii) fair value hedges and (iii) hedging of foreign investments.

 

·When a cash flow hedge exists, the fair value movements on the part of the hedging instrument that is effective are recognized in equity. Any ineffective portion of the fair value movement on the hedging instrument is recognized in the income statement.

 

·When a fair value hedge exists, the fair value movements on the hedging instrument and the corresponding fair value movements on the hedged item are recognized in the income statement. Hedged items in the balance sheet are presented at their market value.

 

·When a hedge of foreign investment exposure exists (i.e. investment in a foreign branch), the fair value movements on the part of the hedging instrument that is effective are recognized in equity. Any ineffective portion of the fair value movement on the hedging instrument is recognized in the income statement.

 

We classify some of our derivative financial instruments as being held for trading, due to the guidelines from the SBIF. However, substantially all of our derivatives are not actually used for speculative purposes or trading. We use derivatives to hedge our exposure to foreign exchange, interest rate and inflation risks. We had the following derivative financial instruments portfolio as of December 31, 2015, 2014 and 2013:

 

   As of December 31, 2015
   Notional amounts  Fair Value
   Up to 3 months  More than 3 months to one year  More than one year  Assets  Liabilities
   (Ch$ million)
Fair value hedge derivative instruments               
Currency forwards    -    -    -    -    - 
Interest rate swaps    327,955    1,184,795    630,970    5,480    6,364 
Cross currency swaps    9,441    30,040    1,842,421    181,557    1,483 
Call currency options    -    -    -    -    - 
Call interest rate options    -    -    -    -    - 
Put currency options    -    -    -    -    - 
Put interest rate options    -    -    -    -    - 
Interest rate future    -    -    -    -    - 
Other Derivatives    -    -    -    -    - 
Subtotal    337,396    1,214,835    2,473,391    187,037    7,847 
Cash Flow hedge derivative instruments                         
Currency forwards    -    -    -    -    - 
Interest rate swaps    -    -    -    -    - 
Cross currency swaps    7,281,184    4,445,006    2,720,520    273,291    69,716 
Call currency options    -    -    -    -    - 
Call interest rate options    -    -    -    -    - 
Put currency options    -    -    -    -    - 
Put interest rate options    -    -    -    -    - 
Interest rate future    -    -    -    -    - 
Other Derivatives    -    -    -    -    - 
Subtotal    7,281,184    4,445,006    2,720,520    273,291    69,716 
Derivative instruments for trading                         
Currency forwards    18,731,575    13,328,727    3,459,386    341,236    318,416 
Interest rate swaps    7,272,523    15,677,393    56,140,894    533,416    540,011 
Cross currency swaps    5,881,627    5,898,094    44,921,355    1,826,977    1,883,185 
Call currency options    49,067    60,380    477,057    42,325    41,451 
Call interest rate options    -    -    264,473    1,148    1,253 
Put currency options    48,958    52,682    -    422    684 
Put interest rate options    -    -    -    -    - 
Interest rate future    -    -    -    -    - 
Other Derivatives    125,258    -    -    74    43 
Subtotal    32,109,008    35,017,276    105,263,165    2,745,598    2,785,043 
Total    39,727,588    40,677,117    110,457,076    3,205,926    2,862,606 

 

 

183 

 

   As of December 31, 2014
   Notional amount  Fair value
   Up to 3 months  More than 3 months to 1 year  More than 1 year  Assets  Liabilities
   Ch$mn
Fair value hedge derivatives               
Currency forwards                     
Interest rate swaps    97,812    846,168    668,166    9,821    2,540 
Cross currency swaps        193,704    694,852    110,448    7,997 
Call currency options                     
Call interest rate options                     
Put currency options                     
Put interest rate options                     
Interest rate futures                     
Other derivatives                     
Subtotal    97,812    1,039,872    1,363,018    120,269    10,537 
Cash flow hedge derivatives                         
Currency forwards                     
Interest rate swaps                     
Cross currency swaps    11,329    850,555    1,727,283    131,880    21,996 
Call currency options                     
Call interest rate options                     
Put currency options                     
Put interest rate options                     
Interest rate futures                     
Other derivatives                     
Subtotal    11,329    850,555    1,727,283    131,880    21,996 
Trading derivatives                         
Currency forwards    8,740,802    20,156,612    2,155,381    342,726    277,789 
Interest rate swaps    1,675,560    16,147,587    37,838,280    518,392    485,798 
Cross currency swaps    524,274    4,395,731    19,028,968    1,609,197    1,761,196 
Call currency options    160,560    89,701        1,587    2,597 
Call interest rate options            103,474    795    633 
Put currency options    153,999    157,757    34,491    2,575    485 
Put interest rate options                     
Interest rate futures                     
Other derivatives    258,425            142    353 
Subtotal    11,513,620    40,947,388    59,160,594    2,475,414    2,528,851 
Total    11,622,761    42,837,815    62,250,895    2,727,563    2,561,384 
                          

 

184 

 

 

   As of December 31, 2013
   Notional amounts  Fair Value
   Within 3 months  After 3 months but within one year  After one year  Assets  Liabilities
   (Ch$ million)
Fair value hedge derivative instruments               
Currency forwards                     
Interest rate swaps        55,000    375,599    9,951    1,009 
Cross currency swaps        233,824    899,293    63,528    1,736 
Call currency options                     
Call interest rate options                     
Put currency options                     
Put interest rate options                     
Interest rate future                     
Other Derivatives                     
Subtotal        288,824    1,274,892    73,479    2,745 
Cash Flow hedge derivative instruments                         
Currency forwards                     
Interest rate swaps                     
Cross currency swaps    522,451    937,529    661,676    60,453    13,908 
Call currency options                     
Call interest rate options                     
Put currency options                     
Put interest rate options                     
Interest rate future                     
Other Derivatives                     
Subtotal    522,451    937,529    661,676    60,453    13,908 
Derivative instruments for trading                         
Currency forwards    14,972,304    9,801,554    1,749,378    198,130    188,340 
Interest rate swaps    4,526,349    11,332,697    25,005,852    241,528    242,563 
Cross currency swaps    1,634,855    3,927,402    14,246,746    915,099    840,718 
Call currency options    443,944    42,805    5,557    1,327    2,398 
Call interest rate options        7,031             
Put currency options    428,638    38,450    2,936    3,831    1,108 
Put interest rate options                     
Interest rate future                     
Other Derivatives    54,777            171    5 
Subtotal    22,060,867    25,149,939    41,010,469    1,360,086    1,275,132 
Total    22,583,318    26,376,292    42,947,037    1,494,018    1,291,785 

 

185 

 

Other subsidiaries

 

For VaR measurements and scenario simulations, our consolidated trading and consolidated non-trading portfolios do not consolidate the asset liability structure of the following subsidiaries:

 

·Santander S.A. Corredores de Bolsa

 

·Santander S.A. Sociedad Securitizadora

 

·Santander Corredores de Seguros Ltda.

 

The balance sheets of these subsidiaries are mainly comprised of non-sensitive assets and liabilities, fixed assets and capital and in total only represent 0.4% of our total consolidated assets.

 

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

A.Debt Securities

 

Not applicable.

 

B.Warrants and Right

 

Not applicable.

 

C.Other Securities

 

Not applicable.

 

D.American Depositary Shares

 

Our Depositary is The Bank of New York Mellon, with its principal executive office located at One Wall Street, New York, N.Y. 10286.

 

Each ADS represents the right to receive 400 shares of Common Stock without par value.

 

Persons depositing or withdrawing shares or ADS holders must pay:
$5.00 (or less) per 100 ADSs

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

 

Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates

 

$.05 (or less) per ADS (or a portion thereof) Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been deposited with the Depositary Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the Depositary to ADS holders
$.05 (or less) per ADS (or a portion thereof) per calendar year Depositary services
Registration and transfer fees 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
Expenses of the Depositary

Cable (including SWIFT), telex and facsimile transmissions (when expressly provided in the Deposit Agreement)

 

Converting foreign currency to U.S. dollars

 

Taxes and other governmental charges the Depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as  stock transfer taxes, stamp duty or withholding taxes

As necessary

 

Any other charges incurred by the Depositary or its agents for servicing the shares or other deposited securities As necessary

 

 

186 

The Depositary may collect any of its fees by deducting those fees from any cash distributions payable to owners, or by selling a portion of distributable property to pay the fees.  The Depositary may also collect its annual fee for Depositary services and its fees for any other charges incurred by deducting those fees from any cash distributions or by directly billing ADS holders.

 

The Depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account.  The Depositary makes no representation that the exchange rate used or obtained in any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the Depositary’s obligations under the Deposit Agreement.  The methodology used to determine exchange rates used in currency conversions is available upon request.

 

In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions.

 

Direct and Indirect Payments

 

The Depositary has agreed to make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the Depositary or share revenue from the fees collected from ADS holders from time to time. Under certain circumstances, including termination of the program, we are required to repay to the Depositary amounts reimbursed in prior periods.

 

The reimbursements include direct payments (legal and accounting fees incurred in connection with preparation of Form 20-F and ongoing SEC compliance and listing requirements, listing fees, investor relations expenses, advertising and public relations expenses and fees payable to service providers for the distribution of hard copy materials to beneficial ADR holders in the Depositary Trust Company, such as information related to shareholders’ meetings and related voting instruction cards); and indirect payments (third-party expenses paid directly and fees waived).

 

In 2015, the Depositary made direct payments and reimbursements to us in the gross amount of U.S. $896,604 for expenses related to investor relations of which 30% was withheld for tax purposes in the U.S. Of this total, US$836,604 was paid by JPMorgan Chase Bank, N.A., which was the Depositary until August 3, 2015, and US$60,000 was paid by The Bank of New York Mellon, which has been the Depositary since August 4, 2015.

 

187 

PART II

 

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

Not applicable.

 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 15. CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

As of December 31, 2015, the Bank, under the supervision and with the participation of the Bank’s management, including its Disclosure Committee, the Chief Executive Officer, the Chief Financial Officer and the Financial Controller, 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, as described below, inherent limitations to the effectiveness of any control system, including disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.

 

Based on such evaluation, the Bank’s Disclosure Committee, the Chief Executive Officer, the Chief Financial Officer and the Financial Controller concluded that the Bank’s disclosure controls and procedures were effective in ensuring that information relating to the Bank, including its consolidated subsidiaries, required to be disclosed in the reports it files under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to the Bank’s management, including its Disclosure Committee and principal financial officers as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Bank’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Bank’s internal control over financial reporting is a process designed by, or under the supervision of, the Bank’s principal executive and principal financial officers and effected by the Bank’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 IFRS-IASB and 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 the assets of the Bank;

 

·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 the Bank’s 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, due to the possibility that a control can be circumvented or overridden or that misstatements due to error or fraud may occur that are not detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

188 

 

We have adapted our internal control over financial reporting to the most rigorous international standards and comply with the guidelines set by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control―Integrated Framework (2013). The general framework assigns to management specific responsibilities regarding the structure and effectiveness of the processes related directly and indirectly with the production of consolidated financial statements, as well as the controls needed to mitigate the risks inherent in these processes.

 

Under the supervision and with the participation of the Bank’s management, including the Disclosure Committee, the Chief Executive Officer, the Chief Financial Officer and the Financial Controller, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

Based on this assessment, our management concluded that, as of December 31, 2015, our internal control over financial reporting was effective based on those criteria.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in the Bank’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

 

Our internal control over financial reporting as of December 31, 2015 has been audited by an independent registered public accounting firm, as stated in its report, which follows below.

 

 

189 

Report of Independent Registered Public Accounting Firm

 

 

Deloitte 

Auditores y Consultores Limitada 

Rosario Norte 407 

Las Condes, Santiago 

Chile 

Fono: (56) 227 297 000 

Fax: (56) 223 749 177 

deloittechile@deloitte.com 

www.deloitte.cl

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of 

Banco Santander Chile

 

We have audited the internal control over financial reporting of Banco Santander Chile and subsidiaries (the “Bank”) as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Bank’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Bank’s internal control over financial reporting based on our audit.

 

We 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, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

190 

 

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, 2015 of the Bank and our report dated May 1, 2016 expressed an unqualified opinion on those financial statements and included explanatory paragraphs regarding: 1) the translation of Chilean peso amounts into U.S. dollar amounts in conformity with the basis stated in Note 1e) and that such U.S. dollar amounts are presented solely for the convenience of readers outside Chile; and 2) the 2014 and 2013 consolidated financial statements have been adjusted by the Bank to give retrospective affect to certain changes in its reporting segments.

 

/s/ Deloitte Auditores y Consultores Limitada

 

Santiago, Chile 

May 1, 2016

 

 

Deloitte® se refiere a Deloitte Touche Tohmatsu Limited una compañía privada limitada por garantía, de Reino Unido, y a su red de firmas miembro, cada una de las cuales es una entidad legal separada e independiente. Por favor, vea en www.deloitte.cl/ acercade la descripción detallada de la estructura legal de Deloitte Touche Tohmatsu Limited y sus firmas miembro.

 

Deloitte Touche Tohmatsu Limited es una compañía privada limitada por garantía constituida en Inglaterra & Gales bajo el número 07271800, y su domicilio registrado: Hill House, 1 Little New Street, London, EC4A 3TR, Reino Unido.

 

191 

ITEM 16. [RESERVED]

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

Our Board of Directors has determined that one of the members of our Audit Committee, Mauricio Larraín, meets the requirements of an “audit committee financial expert” in accordance with SEC rules and regulations, in that he has an understanding of IFRS-IASB and financial statements, the ability to assess the general application of IFRS-IASB in connection with the accounting for estimates, accruals and reserves, experience analyzing and 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 our consolidated financial statements, an understanding of internal controls over financial reporting, and an understanding of audit committee functions. All four members of our Audit Committee have experience overseeing and assessing the performance of Santander-Chile and its consolidated subsidiaries and our external auditors with respect to the preparation, auditing and evaluation of our consolidated financial statements.

 

All four members of our Audit Committee are considered to be independent according to applicable NYSE criteria. Mauricio Larraín is relying on the exemption provided by Rule 10A-3(b)(1)(iv)(B), which allows an otherwise independent director to serve on both the audit committee of the issuer and the Board of Directors of an affiliate.

 

ITEM 16B. CODE OF ETHICS

 

The Bank has adopted a code of ethics that is applicable to all of the Bank’s employees and a copy is included as an exhibit hereto. We will provide to any person without charge, upon request, a copy of our code of ethics. Please email robert.moreno@santander.cl to request a copy. Our code of ethics is available on our website, which does not form part of this Annual Report on Form 20-F, at www.santander.cl under the heading “Información Corporativa”.

 

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Amounts paid to the auditors for statutory audit and other services were as follows:

 

   2015  2014
   (in millions of Ch$)
Audit Fees      
- Statutory audit    509    427 
- Audit-related regulatory reporting    245    373 
- Other audit-related fees    63    320 
Tax Fees          
- Compliance    -     
- Advisory Services    264    53 
Total    1,081    1,173 

 

Statutory audit: Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements that are provided by Deloitte Auditores y Consultores Limitada in connection with statutory and regulatory filings or engagements, and attest services.

 

Audit-related regulatory reporting: Consists of fees billed for assurance and related services that were specifically related to the performance of the audit and review of our filings under the Securities Act.

 

Tax fees: Consist of fees billed for related services that were specifically related to tax related matters such as assuring the Bank was in compliance with tax laws and other tax advisory services.

 

The audit committee is required to pre-approve the audit and non-audit services performed by the Bank auditors in order to assure that the provision of such services do not impair the audit firm’s independence.

 

192 

 

In the first months of each year the audit committee proposes to the board the appointment of the independent auditor. As a matter of policy, at that time, the audit committee pre-approves the audit and audit related services that the appointed auditors will be required to carry out during the year to comply with the applicable regulation. These services will be included in the corresponding audit contracts of the Bank with its principal auditing firm.

 

In addition, under such policy, non-recurring audit or audit-related services and all non-audit services provided by the Bank principal auditing firm or other auditing firms are subject to case-by-case approval by the audit committee.

 

The Chief Accounting Officer is in charge of managing the process and must report monthly to the audit committee detailing all services to be provided by auditors, and others requiring individual approval.

 

All services provided by the Bank principal auditing firm in 2015 detailed in the table above were approved by the Audit and Compliance Committee.

 

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

Not applicable.

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

In 2015, neither Santander-Chile nor any of its affiliates purchased any of Santander-Chile’s equity securities.

 

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

On April 26, 2016, we announced that the board of directors selected PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada to be our independent registered public accounting firm for the 2016 fiscal year. Such selection was adopted at the proposal of the audit committee in accordance with the corporate governance guidelines recommending periodic rotation of the independent registered public accounting firm, following a transparent selection process. This selection was approved by the shareholders at the annual shareholders’ meeting held on April 26, 2016. Accordingly, on April 26, 2016, Deloitte Auditores y Consultores Limitada was dismissed and was not re-elected for another term as our independent registered public accounting firm.

 

The report of Deloitte Auditores y Consultores Limitada on our financial statements for financial years ended December 31, 2015, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. There was no disagreement whatsoever relating to the years ended December 31, 2015, 2014, and 2013 and the period from January 1, 2016 through April 26, 2016 with Deloitte Auditores y Consultores Limitada on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former auditor, would have caused them to make reference to the subject matter of the disagreement in connection with their report, or any “reportable event” as described in Item 16F(a)(1)(v) of Form 20-F.

 

Further in the two years prior to December 31, 2015, we have not consulted with PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements, and neither a report was provided to us or oral advice was provided that PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as that term is used in Item 16F(a)(1)(iv) of Form 20-F or a “reportable event” as described in Item 16F(a)(1)(v) of Form 20-F.

 

We have provided a copy of the above statements to Deloitte Auditores y Consultores Limitada and requested that Deloitte Auditores y Consultores Limitada furnish us with a letter addressed to the SEC stating whether or not they agree with the above disclosure. A copy of that letter, dated May 2, 2016, is filed as an exhibit to this Annual Report.

 

193 

 

ITEM 16G. CORPORATE GOVERNANCE

 

Summary Comparison of Corporate Governance Standards and NYSE Listed Company Standards

 

Our corporate governance standards, dictated by Chilean corporate law, differ from the standards followed by U.S. companies under the New York Stock Exchange (NYSE) listing standards in a number of ways. Consequently, you will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements. The following is a non-exhaustive summary of a few key differences:

 

·Whether a company’s executive officers may serve as its directors – the NYSE standards do not prohibit a U.S. company’s executive officer from also serving as a director, whereas our corporate governance standards prohibits this.

 

·Whether the shareholders must be given an opportunity to vote on equity-compensation plans – the NYSE standards require that shareholders be allowed to vote on all equity compensation plans of a U.S. company, whereas our corporate governance standards only require that shareholders be allowed to vote on director compensation.

 

·The adoption and disclosure of corporate governance guidelines – the NYSE standards require all U.S. companies listed on the NYSE to adopt the NYSE corporate governance guidelines, whereas we follow the corporate governance guidelines established under Chilean law.

 

As more than 50% of our voting power is held by another company, Santander Spain, we would be permitted to elect for certain exemptions under NYSE corporate governance standards if we were a U.S. company. Specifically, as a U.S. company, we could elect to be exempted from the requirements (i) that we have a majority of independent directors (as defined by the NYSE), (ii) that we have a nominating/corporate governance committee meeting certain conditions, and (iii) that we have a compensation committee meeting certain requirements. Because we would not be required to follow these standards if we were a U.S. company, we have not summarized the differences, if any, between these provisions and our own corporate governance procedures.

 

Summary of Corporate Governance Standards

 

Santander-Chile has adopted diverse measures to promote good corporate governance. Among the measures adopted are:

 

·Board of Directors mainly composed of professionals not related to Santander Spain, our parent company.

 

·Active participation of Directors in main committees of the Bank.

 

·All personnel must subscribe to a code of ethics and good conduct. Those who interact directly with the capital markets must also subscribe to an additional code of conduct.

 

·Segregation of functions in order to assure adequate management of risks. Commercial areas separated from back office areas. Risk management independent of commercial areas. Main credit decisions taken in committees.

 

·Internal Auditing Area clearly independent from the Administration.

 

·The Bank also has an Internal Compliance Division that oversees the fulfillment of the Bank’s codes of conduct.

 

Santander-Chile has a commitment to transparency. This includes:

 

·Equal treatment for all shareholders: one share equals to one vote.

 

·Monthly publication of the Bank’s results by the SBIF.

 

·Quarterly report of a detailed analysis of Bank results published by us at least 30 days after the close of each interim quarter and 40 days after close of the full year.

 

·Quarterly conference call open to the public.

 

·All information relevant to the public available immediately on the web page www.santander.cl.

 

194 

 

·Ample and periodic coverage of the Bank by international and local stock analysts.

 

·The Bank has five credit risk ratings by five independent rating agencies, domestic and international.

 

In addition, our corporate governance practices reflect the Santander Spain corporate governance framework described below.

 

In December 2012, primarily in response to the requirements of the European Banking Authority, our controlling shareholder, Santander Spain, adopted a corporate governance framework (Marco de Gobierno Interno del Grupo Santander). The purpose of the framework is to organize and standardize the corporate governance practices of Santander Spain and its most significant subsidiaries, including us, in order to enhance the ability of Santander Spain to manage the risks arising from its operations around the world.

 

The three pillars of the framework are (i) an organizational model based on functions subject to internal governance, (ii) terms of reference according to which Santander Spain exercises control and oversight over its subsidiaries and participates in specific decisions at the subsidiary level and (iii) corporate models establishing common guidelines for the management and control of Santander Spain’s subsidiaries, subject to local autonomy considerations. In general, the framework purports to implement organizational and procedural changes rather than mandating particular substantive outcomes. However, in some cases, and subject to the limitations set forth in the framework, the framework states that Santander Spain may require that its subsidiaries make substantive changes or take specific actions. The framework enables Santander Spain to participate in the decision-making processes of its subsidiaries by requiring its approval of certain decisions that may have a significant impact on the Santander Group as a whole due to their significance or potential risk, such as decisions relating to mergers and acquisitions, capital structure, dividends and risk appetite, among other things. The framework also requires that a single person at each subsidiary be in charge of each function subject to internal governance and gives Santander Spain the authority to participate in the appointment, evaluation and compensation of each such person.

 

By its own terms, the framework as a whole is premised on the legal and financial autonomy of the subsidiaries and does not empower Santander Spain to supplant its subsidiaries’ decision-making processes. Moreover, each of the three pillars of the framework is explicitly made subject to local legal requirements. Our Board of Directors approved the adoption of this corporate governance framework in April 2013, subject to certain overarching principles:

 

·the precedence of applicable laws and regulations and orders of competent authorities over the framework to the extent they are in conflict; and

 

·the disclosure of the adoption of the corporate governance framework to the public and to our employees and subsidiaries.

 

As a result of the precedence given to local legal requirements in the framework itself and in our Board of Directors’ adopting resolutions, we do not expect that the adoption of the corporate governance framework will affect our ability to comply with applicable corporate governance regulations, including SEC and NYSE rules applicable to foreign private issuers. For example, although one provision of the framework states that we must obtain Santander Spain’s approval for our audit plan and that Santander Spain may request additional audits at its discretion, to the extent that this provision of the framework would prevent our audit committee from fulfilling any of the requirements of applicable SEC or NYSE rules (including, for example, the audit committee’s obligation to be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing an audit report), we understand that this provision would be limited so as not to conflict with such requirements due to the precedence given to local legal requirements in the framework and our adopting resolutions. Similarly, we understand that the authorities given to Santander Spain under the framework to approve certain decisions by us and to approve the compensation of certain persons in charge of functions subject to internal governance are limited by the framework and the adopting resolutions so as not to limit the ability of members of our audit committee to make independent decisions or take independent actions as required by the audit committee independence requirements of applicable SEC and NYSE rules.

 

ITEM 16H. MINE SAFETY DISCLOSURE

 

Not applicable.

 

195 

PART III

 

ITEM 17. FINANCIAL STATEMENTS

 

We have responded to Item 18 in lieu of this Item.

 

ITEM 18. FINANCIAL STATEMENTS

 

Reference is made to Item 19 for a list of all financial statements filed as part of this Annual Report.

 

ITEM 19. EXHIBITS

 

a) Index to Financial Statements

 

Report of independent registered public accounting firm F-2
Audited Consolidated Financial Statements  
Consolidated Statements of Financial Position as of December 31, 2015 and 2014 F-3
Consolidated Statements of Income for each of the three years in the period ended December 31, 2015, 2014 and 2013

F-4

Consolidated Statements of Other Comprehensive Income for each of the three years in the period ended December 31, 2015, 2014 and 2013

F-5 

Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2015, 2014 and 2013

F-6

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2015, 2014 and 2013

F-8

Notes to consolidated financial statements F-10

 

b) Index to Exhibits

 

Exhibit
Number
Description
1A.1 Restated Articles of Incorporation of Santander-Chile (Spanish Version) (incorporated by reference to our Registration Statement on Form F-4 (Registration No. 333-100975) filed with the Commission on December 12, 2002).
1A.2 Restated Articles of Incorporation of Santander-Chile (English Version) (incorporated by reference to our Registration Statement on Form F-4 (Registration No. 333-100975) filed with the Commission on December 12, 2002).
1B.1 Amended and Restated By-Laws (estatutos) of Santander-Chile (Spanish Version) (incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended December 31, 2013 (File No. 1-4554) filed with the Commission on April 30, 2014).
1B.2 Amended and Restated By-Laws (estatutos) of Santander-Chile (English Version) (incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended December 31, 2013 (File No. 1-4554) filed with the Commission on April 30, 2014).
2A.1 Form of Amended and Restated Deposit Agreement among Banco Santander-Chile, The Bank of New York Mellon (as depositary) and Owners and Holders of American Depositary Shares (incorporated by reference to our Registration Statement on Form F-6 (Registration No. 333-205890) filed with the Commission on July 27, 2015).

 

 

196 

 

Exhibit
Number
Description

2A.2 English translation of the Foreign Investment Contract among Banco Santander Chile, JPMorgan Chase Bank, N.A. and the Central Bank of Chile relating to the foreign exchange treatment of an investment in ADSs.
2A.3 English translation of the Assignment of Rights under the Foreign Investment Contract from JPMorgan Chase Bank, N.A. to The Bank of New York Mellon.
2A.4 Copy of the Central Bank Chapter XXVI Regulations Related to the Acquisition of Shares in Chilean Corporations and the Issuance of Instrument on Foreign Stock Exchanges or under Other Terms and Conditions of Issue (accompanied by an English translation) (incorporated by reference to Old Santander-Chile’s Annual Report for the fiscal year ended December 31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).
2B.1 Agreement for the Issuance of Bonds dated November 26, 1996 between Old Santander-Chile and Banco Security (accompanied by an English translation) (incorporated by reference to Old Santander-Chile’s Annual Report for the fiscal year ended December 31, 1996 (File No. 1-13448) filed with the Commission on June 30, 1997).
2B.2 Indenture dated December 9, 2004 between Santander-Chile and Deutsche Bank Trust Company Americas, as trustee, providing for issuance of securities in series (incorporated by reference to Banco Santiago’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005 (File No. 1-4554) filed with the Commission on April 12, 2006).
2B.3 Indenture dated March 16, 2001, as amended on May 30, 2003, October 22, 2004, May 3, 2005, and September 20, 2005 between Santander-Chile and Banco de Chile, as trustee, relating to issuance of UF14 million senior notes (copy to be furnished upon request).
8.1 List of Subsidiaries.
12.1 Section 302 Certification by the Chief Executive Officer.
12.2 Section 302 Certification by the Chief Financial Officer.
12.3 Section 302 Certification by the Financial Controller.
13.1 Section 906 Certification.
15.1 Letter of Deloitte Auditores y Consultores Limitada dated May 2, 2016, regarding change in our independent registered public accounting firm.

 

We will furnish to the Securities and Exchange Commission, upon request, copies of any unfiled instruments that define the rights of holders of long-term debt of Banco Santander-Chile.

 

197 

SIGNATURES

 

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.

 

  BANCO SANTANDER-CHILE
   
   
    /s/ Cristian Florence
  Name: Cristian Florence
  Title: General Counsel

 

Date: May 1, 2016

 

 

 

 

 

   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

CONSOLIDATED FINANCIAL

STATEMENTS 2015

Banco Santander Chile

   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 

 

CONTENT

 

 

Consolidated Financial Statements

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION F-3
CONSOLIDATED STATEMENTS OF INCOME F-4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME F-5
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY F-6
CONSOLIDATED STATEMENTS OF CASH FLOW F-8
   
   
Notes to the Consolidated Financial Statements  
   
NOTE 01  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES F-10
NOTE 02  SIGNIFICANT EVENTS F-38
NOTE 03  REPORTING SEGMENTS F-40
NOTE 04  CASH AND CASH EQUIVALENTS F-44
NOTE 05  TRADING INVESTMENTS F-45
NOTE 06  INVESTMENTS UNDER RESALE AGREEMENTS AND OBLIGATIONS UNDER REPURCHASE AGREEMENTS F-46
NOTE 07  DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING F-49
NOTE 08  INTERBANK LOANS F-57
NOTE 09  LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS F-58
NOTE 10  AVAILABLE FOR SALE INVESTMENTS F-67
NOTE 11  INVESTMENTS IN ASSOCIATES AND OTHER COMPANIES F-71
NOTE 12  INTANGIBLE ASSETS F-73
NOTE 13  PROPERTY, PLANT, AND EQUIPMENT F-75
NOTE 14 CURRENT AND DEFERRED TAXES F-78
NOTE 15  OTHER ASSETS F-81
NOTE 16  TIME DEPOSITS AND OTHER TIME LIABILITIES F-82
NOTE 17  INTERBANK BORROWINGS F-83
NOTE 18  ISSUED DEBT INSTRUMENTS AND OTHER FINANCIAL LIABILITIES F-85
NOTE 19  MATURITY OF ASSETS AND LIABILITIES F-92
NOTE 20  PROVISIONS F-94
NOTE 21  OTHER LIABILITIES F-95
NOTE 22  CONTINGENCIES AND COMMITMENTS F-95
NOTE 23  EQUITY F-97
NOTE 24  NON-CONTROLLING INTEREST F-101
NOTE 25  INTEREST INCOME F-105
NOTE 26  FEES AND COMMISSIONS F-107
NOTE 27  NET INCOME (EXPENSE) FROM FINANCIAL OPERATIONS F-108
NOTE 28  NET FOREIGN EXCHANGE GAIN (LOSS) F-108
NOTE 29  PROVISION FOR LOAN LOSSES F-109
NOTE 30  PERSONNEL SALARIES AND EXPENSES F-110
NOTE 31  ADMINISTRATIVE EXPENSES F-111
NOTE 32  DEPRECIATION, AMORTIZATION, AND IMPAIRMENT F-112
NOTE 33  OTHER OPERATING INCOME AND EXPENSES F-112
NOTE 34  TRANSACTIONS WITH RELATED PARTIES F-114
NOTE 35  PENSION PLANS F-120
NOTE 36  FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES F-123
NOTE 37  RISK MANAGEMENT F-129
NOTE 38  SUBSEQUENT EVENTS F-142

 

F-1 

 

 

   

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of 

Banco Santander Chile

 

We have audited the accompanying consolidated statements of financial position of Banco Santander Chile and subsidiaries (the “Bank”) as of December 31, 2015, and 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2015. These 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 Banco Santander Chile and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, 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 and, in our opinion, such translation has been made in conformity with the basis stated in Note 1e) to the consolidated financial statements.  Such U.S. dollar amounts are presented solely for the convenience of readers outside Chile.

 

As discussed in Note 1d) and 3 to the consolidated financial statements, the accompanying 2014 and 2013 consolidated financial statements have been adjusted by the Bank to give retrospective effect to certain changes in its reporting segments.

 

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, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 1, 2016 expressed an unqualified opinion on the Bank’s internal control over financial reporting.

 

/s/Deloitte Auditores y Consultores Limitada

 

Santiago, Chile 

May 1, 2016

 

Deloitte® se refiere a Deloitte Touche Tohmatsu Limited una compañía privada limitada por garantía, de Reino Unido, y a su red de firmas miembro, cada una de las cuales es una entidad legal separada e independiente. Por favor, vea en www.deloitte.cl/acerca de la descripción detallada de la estructura legal de Deloitte Touche Tohmatsu Limited y sus firmas miembro.

 

Deloitte Touche Tohmatsu Limited es una compañía privada limitada por garantía constituida en Inglaterra & Gales bajo el número 07271800, y su domicilio registrado: Hill House, 1 Little New Street, London, EC4A 3TR, Reino Unido.

F-2 

 

 

Banco Santander Chile and Subsidiaries

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

    As of December 31,
      2015   2015   2014
  NOTE   ThUS$   MCh$   MCh$
               
ASSETS              
  Cash and deposits in banks 4   2,917,217   2,064,806   1,608,888
  Cash items in process of collection 4   1,023,624   724,521   531,373
  Trading investments 5   458,139   324,271   774,815
  Investments under resale agreements 6   3,480   2,463   -
  Financial derivative contracts 7   4,529,424   3,205,926   2,727,563
  Interbank loans, net 8   13,720   9,711   11,942
  Loans and accounts receivable from customers, net 9   34,654,910   24,528,745   22,196,390
  Available for sale investments 10   2,888,402   2,044,411   1,651,598
  Investments in associates and other companies 11   28,693    20,309   17,914
  Intangible assets 12   72,248   51,137   40,983
  Property, plant, and equipment 13   340,010   240,659   211,561
  Current taxes 14   -   -   2,241
  Deferred taxes 14   452,850   320,527    272,118
  Other assets 15   1,554,357   1,100,174   927,961
TOTAL ASSETS     48,937,074   34,637,660   30,975,347
LIABILITIES              
  Deposits and other demand  liabilities 16   10,392,937   7,356,121   6,480,497
  Cash items in process of being cleared 4   652,949   462,157   281,259
  Obligations under repurchase agreements 6   203,008   143,689   392,126
  Time deposits and other time liabilities 16   17,212,160   12,182,767   10,413,940
  Financial derivative contracts 7   4,044,371   2,862,606   2,561,384
  Interbank borrowings 17   1,847,378   1,307,574   1,231,601
  Issued debt instruments 18   8,416,353   5,957,095   5,785,112
  Other financial liabilities 18   311,567   220,527   205,125
  Current taxes 14   25,143   17,796   1,077
  Deferred taxes 14   5,519   3,906   7,631
  Provisions 20   388,525   274,998   285,970
  Other liabilities 21   1,477,634   1,045,869   654,557
TOTAL LIABILITIES     44,977,544   31,835,105   28,300,279
EQUITY              
                 
  Attributable to the equity holders of the Bank:     3,916,889   2,772,374   2,641,985
  Capital 23   1,259,258   891,303   891,303
  Reserves 23   2,158,651   1,527,893   1,307,761
  Valuation adjustments 23   1,820   1,288   25,600
  Retained earnings     497,160   351,890   417,321
    Retained earnings from prior years     53,635   37,963   18,384
    Income for the year     633,606   448,466   569,910
    Minus:  Provision for mandatory dividends 23   (190,081)   (134,539)   (170,973)
  Non-controlling interest 24   42,641   30,181  

33,083 

TOTAL EQUITY     3,959,530   2,802,555   2,675,068
               
TOTAL LIABILITIES AND EQUITY     48,937,074   34,637,660   30,975,347

 

F-3 

 

 

Banco Santander Chile and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

For the years ended

 

       December 31,  
      2015   2015   2014   2013  
  NOTE   ThUS$   MCh$   MCh$   MCh$  
                     
OPERATING INCOME                    
                     
Interest income 25    2,947,143   2,085,988   2,227,018   1,871,204  
Interest expense 25   (1,173,752)   (830,782)   (909,914)   (794,442)  
                     
         Net interest income     1,773,391   1,255,206   1,317,104   1,076,762  
                     
Fee and commission income 26                569,229   402,900   366,729   346,120  
Fee and commission expense 26      (233,502)   (165,273)   (139,446)   (116,284)  
                     
         Net fee and commission income     335,727   237,627   227,283   229,836  
                     
Net income (expense) from financial operations 27   (646,930)   (457,897)   (159,647)   (20,289)  
Net foreign exchange gain (loss) 28    852,495   603,396   272,212   144,726  
Other operating income 33    9,097   6,439   6,545   88,155  
                     
         Net operating profit before provision for loan losses     2,323,780   1,644,771   1,663,497   1,519,190  
                     
Provision for loan losses 29   (564,110)   (399,277)   (354,903)   (371,462)  
                       
NET OPERATING PROFIT     1,759,670   1,245,494   1,308,594   1,147,728  
                     
Personnel salaries and expenses 30   (546,854)   (387,063)   (338,888)   (308,344)  
Administrative expenses 31   (311,572)   (220,531)   (205,149)   (188,191)  
Depreciation and amortization 32   (75,747)   (53,614)   (44,172)   (61,074)  
Impairment of property, plant, and equipment 32   (30)   (21)   (36,664)   (244)  
Other operating expenses 33   (82,974)   (58,729)   (58,946)   (52,338)  
                     
         Total operating expenses     (1,017,177)   (719,958)   (683,819)   (610,191)  
                     
OPERATING INCOME     742,493   525,536   624,775   537,537  
                     
Income from investments in associates and other companies 11   3,656   2,588   2,165   1,422  
                     
          Income before tax     746,149   528,124   626,940   538,959  
                     
Income tax expense 14   (107,933)   (76,395)   (51,050)   (94,530)  
                     
NET INCOME FOR THE YEAR     638,216   451,729   575,890   444,429  
                     
Attributable to:                    
Equity holders of the Bank     633,606   448,466   569,910   442,294  
Non-controlling interest 24   4,610   3,263   5,980   2,135  
                     

Earnings per share attributable to

Equity holders of the Bank:

                   
Basic earnings 23    3.363   2.380   3.024   2.347  
Diluted earnings 23    3.363   2.380   3.024   2.347  
                       

F-4 

 

 

 

Banco Santander Chile and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended

 

      December 31,
      2015   2015   2014   2013
  NOTE   ThUS$   MCh$   MCh$   MCh$
                   
NET INCOME FOR THE YEAR     638,216   451,729   575,890   444,429
                   

OTHER COMPREHENSIVE INCOME ITEMS WHICH MAY BE

RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS

     
                   
   Available for sale investments 10   (40,657)   (28,777)   20,844   10,857
   Cash flow hedge 23   (2,966)   (2,099)   18,982   (13,572)
                   

Other comprehensive income items which may be reclassified subsequently to profit or loss, before tax 

    (43,623)   (30,876)   39,826   (2,715)
                   
Income tax related to items which may be reclassified subsequently to profit or loss 14   9,130   6,462   (8,289)   543
                   
Other comprehensive income items which may be reclassified subsequently to profit or loss, net of tax     (34,493)   (24,414)   31,537   (2,172)

OTHER COMPREHENSIVE INCOME THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS

 

    -   -   -   -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR     603,723   427,315   607,427   442,257
                   
    Attributable to:                  
      Equity holders of the Bank     599,257   424,154   601,474   440,111
      Non-controlling interests 24    4,466   3,161   5,953   2,146
                     

F-5 

 

 

 

Banco Santander Chile and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2015, 2014 and 2013

 

    RESERVES VALUATION ADJUSTMENTS RETAINED EARNINGS      
  Capital Reserves and other retained earnings Effects of merger of companies under common control Available for sale investments Cash flow hedge

Income

tax effects

Retained earnings of prior years Income for the year Provision for mandatory dividends Total attributable to equity holders of the Bank Non-controlling interest Total Equity
  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Equity as of December 31, 2012 891,303 977,684 (2,224) (10,041) 5,315 945 49,490 356,808 (107,044) 2,162,236 34,265 2,196,501
Distribution of income from previous period - - - - - - 356,808 (356,808) - - - -
Equity as of January 1, 2013 891,303 977,684 (2,224) (10,041) 5,315 945 406,298 - (107,044) 2,162,236 34,265 2,196,501
Own shares transactions (1) - 29 - - - - - - - 29 - 29
Dividends distributions/ withdrawals made - - - - - - (232,780) - 107,044 (125,736) (7,907) (133,643)
Transfer of retained earnings to reserves - 155,502 - - - - (155,502) - - - - -
Provision for mandatory dividends - - - - - - - - (132,688) (132,688) - (132,688)
Subtotal - 155,531 - - - - (388,282) - (25,644) (258,395) (7,907) (266,302)
Other comprehensive income - - - 10,843 (13,572) 546 - - - (2,183) 11 (2,172)
Income for the year - - - - - - - 442,294 - 442,294 2,135 444,429
Subtotal - - - 10,843 (13,572) 546 - 442,294 - 440,111 2,146 442,257
Equity as of December 31, 2013 891,303 1,133,215 (2,224) 802 (8,257) 1,491 18,016 442,294 (132,688) 2,343,952 28,504 2,372,456
Distribution of income from previous period - - - - - - 442,294 (442,294) - - - -
Equity as of January 1, 2014 891,303 1,133,215 (2,224) 802 (8,257) 1,491 460,310 - (132,688) 2,343,952 28,504 2,372,456
Increase or decrease of capital and reserves - - - - - - - - - - (1,374) (1,374)
Own shares transactions - - - - - - - - - - - -
Dividends distributions/ withdrawals made - - - - - - (265,156) - 132,688 (132,468) - (132,468)
Transfer of retained earnings to reserves - 176,770 - - - - (176,770) - - - - -
Provision for mandatory dividends - - - - - - - - (170,973) (170,973) - (170,973)
Subtotal - 176,770 - - - - (441,926) - (38,285) (303,441) (1,374) (304,815)
Other comprehensive income - - - 20,878 18,982 (8,296) - - - 31,564 (27) 31,537
Income for the year - - - - - - - 569,910 - 569,910 5,980 575,890
Subtotal - - - 20,878 18,982 (8,296) - 569,910 - 601,474 5,953 607,427
Equity as of December 31, 2014 891,303 1,309,985 (2,224) 21,680 10,725 (6,805) 18,384 569,910 (170,973) 2,641,985 33,083 2.675,068
Distribution of income from previous period - - - - - - 569,910 (569,910) - - - -
Equity as of January 1, 2015 891,303 1,309,985 (2,224) 21,680 10,725 (6,805) 588,294 - (170,973) 2,641,985 33,083 2.675,068
Increase or decrease of capital and reserves - - - - - - - - - - - -
Own shares transactions - - - - - - - - - - - -
Dividends distributions/ withdrawals made - - - - - - (330,199) - 170,973 (159,226) - (159,226)
Transfer of retained earnings to reserves - 220,132 - - - - (220,132) - - - (6,063) (6,063)
Provision for mandatory dividends - - - - - - - - (134,539) (134,539) - (134,539)
Subtotal - 220,132 - - - - (550,331) - 36,434 (293,765) (6,063) (299,828)
Other comprehensive income - - - (28,645) (2,099) 6,432 - - - (24,312) (102) (24,414)
Income for the year - - - - - - - 448,466 - 448,466 3,263 451,729
Subtotal - - - (28,645) (2,099) 6,432 - 448,466 - 424,154 3,161 427,315
Equity as of December 31, 2015 891,303 1,530,117 (2,224) (6,965) 8,626 (373) 37,963 448,466 (134,539) 2,772,374 30,181 2,802,555
(1)Corresponds to the profit on sale of own shares received in lieu of payment, see Note 23- Equity

 

F-6 

 

 

 

Banco Santander Chile and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2015, 2014 and 2013

 

Period Total attributable to equity holders of the Bank  

Allocated to

reserves

  Allocated to dividends  

Percentage

distributed

 

Number of 

shares

 

Dividend per share

(in pesos)

  MCh$   MCh$   MCh$   %        
                       
Year 2014 (Shareholders Meeting April 2015) 550,331   220,132   330,199   60   188,446,126,794   1.752
                       
Year 2013 (Shareholders Meeting April 2014) 441,926   176,770   265,156   60   188,446,126,794   1.407

 

 

 

F-7 

 

 

Banco Santander Chile and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended

 

          December 31,    
      2015   2015   2014   2013
  NOTE   ThUS$   MCh$   MCh$   MCh$
                   
A - CASH FLOWS FROM OPERATING ACTIVITIES                  
CONSOLIDATED INCOME BEFORE TAX     746,149   528,124      626,940   538,959
Debits (credits) to income that do not represent cash flows     (1,310,527)   (927,591)   (1,022,091)   (905,251)
Depreciation and amortization 32   75,747   53,614        44,127     61,074
Impairment of property, plant, and equipment 32   30   21        36,664    244
Provision for loan losses 29   660,380   467,417     413,880    426,746
Mark to market of trading investments     (4,240)   (3,001)   (11,285)   (13,711)
Income from investments in associates and other companies 11   (3,656)   (2,588)   (2,165)   (1,422)
Net gain on sale of assets received in lieu of payment 33   (3,468)   (2,455)   (2,811)    (6,571)
Provision on assets received in lieu of payment 33   11,024   7,803     1,577    2,363
Net gain on sale of investments in associates and other companies 33   -   -      -      (78,122)
Net gain on sale of property, plant and equipment 33   (538)   (381)   (687)   (176)
Net interest income 25   (1,773,391)   (1,255,206)   (1,317,104)   (1,076,762)
Net fee and commission income 26   (335,726)   (237,627)   (227,283)   (229,836)
Debits (credits) to income that do not represent cash flows     127,838   90,484      115,240   38,580
Changes  in deferred taxes 14   (65,527)   (45,672)   (72,244)   (27,658)
Increase/decrease in operating assets and liabilities     1,536,117   1,087,263   677,574   1,011,458
(Increase) of loans and accounts receivables from customers, net     (2,944,128)   (2,083,854)   (1,674,156)   (1,978,593)
(Increase) decrease of financial investments     (81,564)   (57,731)   (437,853)   175,886
Decrease (increase) due to resale agreements (assets)     3,480   2,463        17,469   (10,476)
Decrease (increase) of interbank loans     (1,493)   (1,057)      113,477   (34,868)
Decrease of assets received or awarded in lieu of payment     5,873   4,157     4,431   4,515
Increase of debits in customers checking accounts     1,052,364   744,863      727,604   397,383
Increase of time deposits and other time liabilities     2,499,049   1,768,827      738,668   563,059
Increase (decrease) of obligations with domestic banks     (93,255)   (66,006)        65,506   500
Increase of other demand liabilities or time obligations     184,746   130,763      132,130   253,361
Increase (decrease) of obligations with foreign banks     200,719   142,069   (516,156)   244,051
(Decrease) of obligations with Central Bank of Chile     (127)   (90)   (126)   (177)
(Decrease) increase of obligations under repurchase agreements     (350,999)   (248,437)      183,154   (95,145)
Increase (decrease) in other financial liabilities     21,760   15,402   15,344   (2,830)
Net increase of other assets and liabilities     (1,816,978)   (1,286,057)        (805,865)   (430,434)
Redemption of letters of credit     (37,751)   (26,720)   (29,668)   (40,231)
Mortgage bond issuance     -   -        36,941   70,339
Senior bond issuances     1,241,013   878,389   1,196,273   664,422
Redemption of mortgage bonds and payments of interest      (7,549)   (5,343)   (4,195)   -
Redemption of senior bonds and payments of interest      (327,737)   (231,972)   (574,507)   (190,719)
Issuance of subordinated bonds     -   -   -   141,043
Redemption of subordinated bonds and payments of interest     (14,689)   (10,397)   (8,886)   (31,299)
Interest received     2,957,089   2,093,028   2,235,437   1,905,532
Interest paid     (1,181,893)   (836,544)   (913,800)   (729,942)
Dividends received from investments in other companies 11   393   278        119    775
Fees and commissions received 26   569,229   402,900   366,729   346,120
Fees and commissions paid 26   (233,502)   (165,273)   (139,446)   (116,284)
Income tax 14   (107,933)   (76,395)   (51,050)    (94,530)
Total cash flow provided by (used in) operating activities     971,739   687,796   282,423   645,166

 

F-8 

 

 

 

Banco Santander Chile and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended

 

       December 31,
      2015   2015   2014   2013
  NOTE   ThUS$   MCh$   MCh$   MCh$
                   
B - CASH FLOWS FROM INVESTMENT ACTIVITIES:                  
Purchases of property, plant, and equipment 13   (91,991)   (65,111)   (59,088)   (40,789)
Sales of property, plant, and equipment 13   171   121        172   348
Purchases of investments in associates and other companies 11   (427)   (302)   (6,313)   (1,440)
Sales of investments in associates and other companies 11   -   -   -   90,281
Purchases of intangible assets 12   (38,956)   (27,573)   (27,437)   (18,400)
Total cash flow (used in) provided by investment activities     (131,203)   (92,865)   (92,666)   30,000
                   
C - CASH FLOW FROM FINANCING ACTIVITIES:                  
From shareholders’ financing activities     (466,515)   (330,199)   (265,156)   (232,780)
Dividends paid     (466,515)   (330,199)   (265,156)   (232,780)
From non-controlling interest financing activities     -   -   -   (7,907)
Dividends and/or withdrawals paid     -   -   -   (7,907)

Total cash flow used in financing activities

    (466,515)   (330,199)   (265,156)   (240,687)
                   
D – NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE YEAR     374,021   264,732   (75,399)   434,479
                   
E – EFFECTS OF FOREIGN EXCHANGE RATE FLUCTUATIONS     287,420   203,436        34,893   (20,699)
                   
F - INITIAL BALANCE OF CASH AND CASH EQUIVALENTS     2,626,451   1,859,002   1,899,508   1,485,728
                   
FINAL BALANCE OF CASH AND CASH EQUIVALENTS 4   3,287,892   2,327,170   1,859,002   1,899,508

 

 

 

       December 31,
Reconciliation of provisions for the Consolidated Statement of Cash Flow for the year ended     2015   2015   2014   2013
      ThUS$   MCh$   MCh$   MCh$
                   
Provision for loan losses for cash flow purposes 29   660,380   467,417   413,880   426,746
Recovery of loans previously charged off 29   (96,270)   (68,140)    (58,977)   (55,284)
Provision for loan losses – net     564,110   399,277   354,903   371,462

 

F-9 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

CORPORATE INFORMATION

 

Banco Santander Chile (formerly Banco Santiago) is a banking corporation (limited company) operating under the laws of the Republic of Chile, headquartered at Bandera N°140, Santiago. The corporation provides a broad range of general banking services to its customers, ranging from individuals to major corporations. Banco Santander Chile and its subsidiaries (collectively referred to herein as the “Bank” or “Banco Santander Chile”) offers commercial and consumer banking services, including (but not limited to) factoring, collection, leasing, securities and insurance brokering, mutual and investment fund management, and investment banking.

 

Banco Santander Spain controls Banco Santander-Chile through its holdings in Teatinos Siglo XXI Inversiones Ltda. and Santander-Chile Holding S.A., which are controlled subsidiaries of Banco Santander Spain. As of December 31, 2015 Banco Santander Spain owns or controls directly and indirectly 99.5% of Santander-Chile Holding S.A. and 100% of Teatinos Siglo XXI Inversiones Ltda. This gives Banco Santander Spain control over 67.18% of the Bank’s shares.

 

a)Basis of preparation

 

These Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) (hereinafter referred to as IFRS).

 

For purposes of these financial statements we use certain terms and conventions. References to “US$”, “U.S. dollars” and “dollars” are to United States dollars, references to “EUR” are to European Economic Community Euro, references to “CNY” are to Chinese Yuan, references to “CHF” are to Swiss franc, references to “Chilean pesos”, “pesos” or “Ch$” are to Chilean 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 during the prior calendar month. One UF is equaled Ch$24,627.10 as of December 31, 2014 and Ch$25,629.09 as of December 31, 2015. In 2015, UF inflation was 4.4% compared to 4.6% in 2014. 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 Notes to the Consolidated Financial Statements contain additional information to support the figures submitted in the Consolidated Statement of Financial Position, Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the period.

 

b)Basis of preparation for the Consolidated Financial Statements

 

The Consolidated Financial Statements as of December 31, 2015, 2014 and 2013, incorporate the financial statements of the entities over which the Bank has control (including structured entities); and includes the adjustments, reclassifications and eliminations needed to comply with the accounting and valuation criteria established by IFRS. Control is achieved when the Bank:

 

I.has power over the investee;

 

II.is exposed, or has rights, to variable returns from its involvement with the investee; and

 

III.has the ability to use its power to affect its returns.

 

The Bank reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

F-10 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

When the Bank has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities over the investee unilaterally. The Bank considers all relevant facts and circumstances in assessing whether or not the Bank’s voting rights in an investee are sufficient to give it power, including:

 

·the size of the Bank’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

·potential voting rights held by the Bank, other vote holders or other parties;

·rights arising from other agreements; and

·any additional facts and circumstances that indicate that the Bank has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

 

Consolidation of a subsidiary begins when the Bank obtains control over the subsidiary and ceases when the Bank loses control over the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated Statement of Income and in the Consolidated Statement of Comprehensive Income from the date the Bank gains control until the date when the Bank ceases to control the subsidiary.

 

Profit or loss and each component of other comprehensive income are attributed to the owners of the Bank and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Bank and to the non-controlling interests even if this results in the non-controlling interests having a deficit in certain circumstances.

 

When necessary, adjustments are made to the financial statements of the subsidiaries to ensure their accounting policies are consistent with the Bank’s accounting policies.

 

All intragroup assets, liabilities, equity, income, expenses and cash flows relating to transactions between consolidated entities are eliminated in full on consolidation.

 

Changes in the consolidated entities ownership interests in subsidiaries that do not result in a loss of control over the subsidiaries are accounted for as equity transactions. The carrying values of the Bank’s equity and the non-controlling interests’ equity are adjusted to reflect the changes to their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Bank.

 

In addition, third parties’ shares in the Bank’s consolidated equity are presented as “Non-controlling interests” in the Consolidated Statement of Changes in Equity. Their share in the income for the year is presented as “Attributable to non-controlling interest” in the Consolidated Statement of Income.

 

The following companies are considered entities controlled by the Bank and are therefore within the scope of consolidation:

 

i.Entities controlled by the Bank through participation in equity

 

Name of the Subsidiary  

Place of Incorporation and
operation

Percent ownership share
  As of December 31,
  2015   2014   2013
  Direct Indirect Total   Direct Indirect Total   Direct Indirect Total
Main Activity % % % % % %   % % %
                           
Santander Corredora de Seguros Limitada Insurance brokerage Santiago, Chile 99.75 0.01 99.76   99.75 0.01 99.76   99.75 0.01 99.76
                           
Santander Corredores de Bolsa Limitada(*) Financial instruments brokerage Santiago, Chile 50.59 0.41 51.00   50.59 0.41 51.00   50.59 0.41 51.00
                           
Santander Agente de Valores Limitada Securities brokerage Santiago, Chile 99.03 - 99.03   99.03 - 99.03   99.03 - 99.03
                           
Santander S.A. Sociedad Securitizadora Purchase of credits and issuance of debt instruments Santiago, Chile 99.64 - 99.64   99.64 - 99.64   99.64 - 99.64
                           
Santander Servicios de Recaudación y Pagos Limitada (**) Support society, making and receiving payment Santiago, Chile - - -   - - -   99.90 0.1 100.00

 

 

(*) On June 19, 2015, Santander Corredores de Bolsa Limitada, our stock broker company has changed its corporate structure to limited liability company. This situation was informed to SVS through an “essential fact” in accordance with the Law 18.045 articles 9° and 10°, and General Regulation (NCG) N°16 and N°30.

 

(**) From May 1, 2014, this entity was absorbed by the Bank, previous authorization obtained from the SBIF on March 26, 2014.

 

The detail of non-controlling participation on all the remaining subsidiaries can be seen in Note 24– Non-controlling interest.

 

F-11 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

ii.Entities controlled by the Bank through other considerations

 

The following companies have been consolidated based on the determination that the Bank has control as previously defined above and in accordance with IFRS 10, Consolidated Financial Statements:

 

-Santander Gestión de Recaudación y Cobranza Limitada (collection services)

 

-Bansa Santander S.A. (management of repossessed assets and leasing of properties)

 

During 2015 Multinegocios S.A. (management of sales force), Servicios Administrativos y Financieros Limitada (management of sales force) and Multiservicios de Negocios Limitada (call center) have ceased rendering sales services to the Bank and the Bank no longer controls their relevant activities. Therefore as of June 30, 2015 these entities have been excluded from the consolidation perimeter.

 

As of August 1, 2014, Servicios de Cobranza Fiscalex Limitada was absorbed by Santander Gestión de Recaudación y Cobranza Limitada.

 

iii.Associates

 

An associate is an entity over which the Bank has significant influence. Significant influence, in this case, is defined as the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate.

 

The following companies are considered “Associates” in which the Bank accounts for its participation using the equity method:

 

   

Place of Incorporation and operation

Percentage of  ownership share
    As of December 31,
    2015   2014   2013
Associates Main activity %   %   %
Redbanc S.A. ATM services Santiago, Chile 33.43   33.43   33.43
Transbank S.A. Debit and credit card services Santiago, Chile 25.00   25.00   25.00
Centro de Compensación Automatizado Electronic fund transfer and compensation services Santiago, Chile 33.33   33.33   33.33
Sociedad Interbancaria de Depósito de Valores S.A. Delivery of securities on public offer Santiago, Chile 29.29   29.29   29.28
Cámara Compensación de Alto Valor S.A. Payments clearing Santiago, Chile 14.23   14.14   14.14
Administrador Financiero del Transantiago S.A. Administration of boarding passes to public transportation Santiago, Chile 20.00   20.00   20.00
Sociedad Nexus S.A. Credit card processor Santiago, Chile 12.90   12.90   12.90
Servicios de Infraestructura de Mercado OTC S.A. Administration of the infrastructure for the financial market of derivative instruments Santiago, Chile 11.11   11.11   11.11

 

 

In the case of Sociedad Nexus S.A. and Cámara Compensación de Pagos Alto Valor S.A., Banco Santander Chile has a representative on the Board of Directors. As per the definition of associates, the Bank has concluded that it exerts significant influence over those entities.

 

Servicios de Infraestructura de Mercado OTC S.A. is considered an associate due to the Bank’s executives being actively involved in the management of the company, including the organization and structuring of this company from the point of incorporation, therefore exercising significant influence over this company. This influence is in addition to an 11.11% holding in this associate.

 

In the Extraordinary Shareholder meeting held in April 2015, Transbank agreed to increase its capital. Banco Santander Chile signed the contract maintaining its ownership.

 

In October 2015, HSBC Bank Chile sold its ownership share in Camara de Compensación de Pagos de Alto Valor S.A. to Banco Santander Chile, increasing our participation to 14.23%.

 

F-12 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

iv.Share or rights in other companies

 

Such entities represent those over which the Bank has no control or significant influences and are presented in this category. These holdings are shown at acquisition value less impairment, if any.

 

c)Non-controlling interest

 

Non-controlling interest represents the portion of net income and net assets which the Bank does not own, either directly or indirectly. It is presented as “Attributable to non-controlling interest” separately in the Consolidated Statement of Income, and separately from shareholders’ equity in the Consolidated Statement of Financial Position.

 

In the case of entities controlled by the Bank through other considerations, income and equity are presented in full as non-controlling interest, since the Bank controls them, but does not have any ownership expressed as a percentage.

 

d)Reporting segments

 

Operating segments with similar economic characteristics often exhibit similar long-term financial performance. Two or more segments can be combined only if aggregation is consistent with International Financial Reporting Standard 8 “Operating Segments” (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 services; and

 

v.if applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

 

The Bank reports separately on each operating segment that exceeds any of the following quantitative thresholds:

 

i.its reported revenue, from both external customers and intersegment sales or transfers, is 10% or more of the combined internal and external revenue of all the operating segments.

 

ii.the absolute amount of its reported profit or loss is 10% or more of the greater in absolute amount of: (i) the combined reported profit of all the operating segments that did not report a loss; (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.

 

Operating segments that do not meet any of the quantitative threshold may be treated as segments to be reported, in which case the information must be disclosed separately if management believes it could be useful for the users of the Consolidated Financial Statements.

 

Information about other business activities of the operating segments not separately reported is combined and disclosed in the “Other segments” category.

 

According to the information presented, the Bank’s segments were determined under the following definitions: An operating segment is a component of an entity:

 

i.that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses from transactions with other components of the same entity);

 

ii.whose operating results are regularly reviewed by the entity’s chief executive officer, who makes decisions about resources allocated to the segment and assess its performance; and

 

iii.for which discrete financial information is available.

 

As of December 31, 2015, the Bank has recast Note 3 Reporting Segments for the two years ended December 31, 2014 and changed the related disclosures. The change in the reporting segments results from the application of new criteria starting with the financial information for 2015 that aim to reflect the Bank’s current reporting structure. The main changes to the reported segments are described in Note 3.

 

F-13 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

e)Functional and presentation currency

 

According to IAS 21 “The Effects of Changes in Foreign Exchange Rates”, the Chilean peso, which is the currency of the primary economic environment in which the Bank operates and the currency which influences its costs and revenue structure, has been defined as the Bank’s functional and presentation currency.

 

Accordingly, all balances and transactions denominated in currencies other than the Chilean Peso are treated as “foreign currency”.

 

The Bank maintains its accounting records and prepares its financial statements in Chilean pesos. The US dollar amounts disclosed in the accompanying financial statements are presented solely for the convenience of the reader as of December 31, 2015 using the observed exchange rate of Ch$707.80 per US$1.00. This translation is just a reference and in no case should be construed as accurately representing the actual amounts.

 

f)Foreign currency transactions

 

The Bank makes transactions in amounts denominated in foreign currencies, mainly the U.S. dollar. Assets and liabilities denominated in foreign currencies, held by the Bank are translated to Chilean pesos based on the market rate published by Reuters at 1:30 p.m. representative of the month end reported; the rate used was Ch$707.80 per US$1 as of December, 2015 (Ch$608.33 per US$1 as of December, 2014).

 

The amounts of net foreign exchange gains and losses includes recognition of the effects that exchange rate variations have on assets and liabilities denominated in foreign currencies and the profits and losses on foreign exchange spot and forward transactions undertaken by the Bank.

 

g)Definitions and classification of financial instruments

 

i.Definitions

 

A “financial instrument” is any contract that gives rise to a financial asset of one entity, and a financial liability or equity instrument of another entity.

 

An “equity instrument” is a legal transaction that evidences a residual interest in the assets of an entity deducting all of its liabilities.

 

A “financial derivative” is a financial instrument whose value changes in response to the changes in an observable market variable (such as an interest rate, a foreign exchange rate, a financial instrument’s price, or a market index, including credit ratings), whose initial investment is very small compared with other financial instruments having a similar response to changes in market factors, and which is generally settled at a future date.

 

“Hybrid financial instruments” are contracts that simultaneously include a non-derivative host contract together with a financial derivative, known as an embedded derivative, which is not separately transferable and has the effect that some of the cash flows of the hybrid contract vary in a way similar to a stand-alone derivative.

 

ii.Classification of financial assets for measurement purposes

 

Financial assets are classified into the following specified categories: financial assets trading investments at fair value through profit or loss (FVTPL), ‘held to maturity investments’, ‘available for sale investments (AFS)’ financial assets and ‘loans and accounts receivable from customers'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial asset are recognized and derecognized on a trade basis. Regular way purchases or sales of financial assets require delivery of the asset within the time frame established by regulation or convention in the marketplace.

 

Financial assets are initially recognized at fair value plus, in the case of a financial assets not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue.

 

F-14 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Effective interest method

 

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

Income is recognised on an effective interest basis for loans and accounts receivables other than those financial assets classified as at fair value through profit or loss.

 

Financial assets FVTPL - Trading investments

 

Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as at fair value through profit or loss.

 

A financial asset is classified as held for trading if:

 

·it has been acquired principally for the purpose of selling it in the near term; or
·on initial recognition it is part of a portfolio of identified financial instruments that the Bank manages together and has a recent actual pattern of short-term profit-taking; or
·it is a derivative that is not designated and effective as a hedging instrument.

 

A financial asset other than a financial asset held for trading may be designated as FVTPL upon initial recognition if:

 

·such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
·the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Bank's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
·it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as FVTPL.

 

Financial assets FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘net income (expense) from financial operations' line item.

 

Held to maturity investments

 

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Bank has the positive intent and ability to hold to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment.

 

Available for sale investments (AFS investments)

 

AFS investments are non-derivatives that are either designated as AFS or are not classified as (a) loans and accounts receivable from customers, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss (trading investments).

 

Financial instruments held by the Bank that are traded in an active market are classified as AFS and are stated at fair value at the end of each reporting period. The Bank also has investments in financial instruments that are not traded in an active market but that are also classified as AFS investments and stated at fair value at the end of each reporting period (because the directors consider that fair value can be reliably measured). Changes in the carrying amount of AFS monetary financial assets relating to changes in foreign currency rates, interest income calculated using the effective interest method and dividends on AFS equity investments are recognised in profit or loss. Other changes in the carrying amount of available for sale investments are recognised in other comprehensive income and accumulated under the heading of “Valuation Adjustment”. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss.

 

Dividends on AFS equity instruments are recognised in profit or loss when the Bank's right to receive the dividends is established.

 

F-15 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

The fair value of AFS monetary financial assets denominated in a foreign currency is determined in that foreign currency and translated as the described in f) above. The foreign exchange gains and losses that are recognised in profit or loss are determined based on the amortised cost of the monetary asset.

 

AFS equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment losses at the end of each reporting period.

 

Loans and accounts receivable from customers

 

Loans and accounts receivable from customers are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and accounts receivables from customers (including loans and accounts receivable from customers and interbank loans) are measured at amortised cost using the effective interest method, less any impairment.

 

Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial.

 

iii.Classification of financial assets for presentation purposes

 

For presentation purposes, the financial assets are classified by their nature into the following line items in the Consolidated Financial Statements:

 

-Cash and deposits in banks: this line includes cash balances, checking accounts and on-demand deposits with the Central Bank of Chile and other domestic and foreign financial institutions. Amounts invested as overnight deposits are included in this item.

 

-Cash items in process of collection: this item represents domestic transactions in the process of transfer through a central domestic clearinghouse or international transactions which may be delayed in settlement due to timing differences, etc.

 

-Trading investments: this item includes financial instruments held-for-trading and investments in mutual funds which must be adjusted to their fair value in the same way as instruments acquired for trading.

 

-Investments under resale agreements: includes balances of financial instruments purchased under resale agreement.

 

-Financial derivative contracts: financial derivative contracts with positive fair values are presented in this item. It includes both independent contracts as well as derivatives that should and can be separated from a host contract, whether they are for trading or accounted for as derivatives held for hedging, as shown in Note 7 to the Consolidated Financial Statements.

 

·Trading derivatives: includes the fair value of derivatives which do not qualify for hedge accounting, including embedded derivatives separated from hybrid financial instruments.

 

·Hedging derivatives: includes the fair value of derivatives designated as being in a hedging relationship, including the embedded derivatives separated from the hybrid financial instruments.

 

-Interbank loans: this item includes the balances of transactions with domestic and foreign banks, including the Central Bank of Chile, other than those reflected in certain other financial asset classifications listed above.

 

-Loans and accounts receivables from customers: these loans 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 rewards incidental to the leased asset, the transaction is presented in loans and accounts receivable from customers while the leased asset is derecognized in the Bank´s statement of financial position.

 

-Investment instruments: are classified into two categories: held-to-maturity investments, and available-for-sale investments. The held-to-maturity investment classification includes only those instruments for which the Bank has the ability and intent to hold to maturity. The remaining investments are treated as available for sale.

 

F-16 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

iv.Classification of financial liabilities for measurement purposes

 

Financial liabilities are classified as either financial liabilities FVTPL or other financial liabilities.

 

Financial liabilities FVTPL

 

Financial liabilities are classified as FVTPL when the financial liability is either held for trading or it is designated as FVTPL.

 

A financial liability is classified as held for trading if:

 

·it has been incurred principally for the purpose of repurchasing it in the near term; or
·on initial recognition it is part of a portfolio of identified financial instruments that the Bank manages together and has a recent actual pattern of short-term profit-taking; or
·it is a derivative that is not designated and effective as a hedging instrument.

 

A financial liability other than a financial liability held for trading may be designated as FVTPL upon initial recognition if:

 

·such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
·the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Bank's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
·it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract to be designated as FVTPL.

 

Financial liabilities FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘net income (expense) from financial operations' line item.

 

Other financial liabilities

 

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

 

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

 

v.Classification of financial liabilities for presentation purposes

 

The financial liabilities are classified by their nature into the following line items in the consolidated statements of financial position:

 

-Deposits and other on- demand liabilities: this 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. Operations which become callable the day after the closing date are not treated as on-demand obligations.

 

-Cash items in process of being cleared: this represents domestic transactions in the process of transfer through a central domestic clearing house or international transactions which may be delayed in settlement due to timing differences, etc.

 

-Obligations under repurchase agreements: this includes the balances of sales of financial instruments under securities repurchase and loan agreements. The Bank does not record as own portfolio instruments acquired under repurchase agreements.

 

-Time deposits and other time liabilities: this shows the balances of deposit transactions in which a term at the end of which they become callable has been stipulated.

 

F-17 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

-Financial derivative contracts: this includes financial derivative contracts with negative fair values (i.e. a liability of the Bank), whether they are for trading or for hedge accounting, as set forth in Note 7.

 

·Trading derivatives: includes the fair value of derivatives which do not qualify for hedge accounting, including embedded derivatives separated from hybrid financial instruments.

 

·Hedging derivatives: includes the fair value of derivatives designated as being in a hedging relationship, including the embedded derivatives separated from the hybrid financial instruments.

 

-Interbank borrowings: this includes obligations due to other domestic banks, foreign banks, or the Central Bank of Chile, other than those reflected in certain other financial liability classifications listed above.

 

-Issued debt instruments: there are three types of instruments issued by the Bank: Obligations under letters of credit, Subordinated bonds and Senior bonds placed in the local and foreign market.

 

-Other financial liabilities: this item includes credit obligations to persons other than domestic banks, foreign banks, or the Central Bank of Chile, for financing purposes or operations in the normal course of business.

 

h)Valuation of financial instruments and recognition of fair value changes

 

In general, financial assets and liabilities are initially recognized at fair value which, in the absence of evidence to the contrary, is deemed to be the transaction price. Financial instruments, other than those measured at fair value through profit or loss, are initially recognized at fair value plus transaction costs. Subsequently, and at the end of each reporting period, financial instruments are measured pursuant to the following criteria:

 

i.Valuation of financial instruments

 

Financial assets are measured according to their fair value, gross of any transaction costs that may be incurred in the course of a sale, except for credit investments and held to maturity investments.

 

According to IFRS 13 Fair Value Measurement (effective date from January 1, 2013), “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 in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price) regardless of whether that price is directly observable or estimated using another valuation technique. When measuring fair value an entity shall take into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

 

The fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either: (a) in the principal market for the asset or liability, or (b) in the absence of a principal market, the most advantageous market for the asset or liability. Even when there is no observable market to provide pricing information in connection with the sale of an asset or the transfer of a liability at the measurement date, the fair value measurement shall assume that the transaction takes place, considered from the perspective of a potential market participant who intends to maximize value associated with the asset or liability.

 

When using valuation techniques, the Bank shall maximize the use of relevant observable inputs and minimize the use of unobservable inputs as available. If an asset or a liability measured at fair value has a bid price and an ask price, the price within the bid-ask spread that is most representative of fair value in the circumstances shall be used to measure fair value regardless of where the input is categorized within the fair value hierarchy (i.e. Level 1, 2 or 3). IFRS 13 establishes 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 or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

 

All derivatives are recorded in the Consolidated Statements of Financial Position at the fair value previously described. This value is compared to the valuation as at the trade date. If the fair value is subsequently measured positive, this is recorded as an asset. If the fair value is subsequently measured negative, this is recorded as a liability. The fair value on the trade date is deemed, in the absence of evidence to the contrary, to be the transaction price. The changes in the fair value of derivatives from the trade date are recorded in “Net income (expense) from financial operations” in the Consolidated Statement of Income.

 

F-18 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Specifically, the fair value of financial derivatives included in the portfolios of financial assets or liabilities held for trading is deemed to be their daily quoted price. If, for exceptional reasons, the quoted price cannot be determined on a given date, the fair value is determined using similar methods to those used to measure over the counter (OTC) derivatives. The fair value of OTC derivatives is the sum of the future cash flows resulting from the instrument, discounted to present value at the date of valuation (“present value” or “theoretical close”) using valuation techniques commonly used by the financial markets: “net present value” (NPV) and option pricing models, among other methods. Also, within the fair value of derivatives are included Credit Valuation Adjustment (CVA) and Debit Valuation Adjustment (DVA), all with the objective that the fair value of each instrument includes the credit risk of its counterparty and Bank´s own risk.

 

“Loans and accounts receivable from customers” and Held-to-maturity instrument portfolio are measured at amortized cost using the effective interest method. Amortized cost is the acquisition cost of a financial asset or liability, plus or minus, as appropriate, prepayments of principal and the cumulative amortization (recorded in the consolidated income statement) of the difference between the initial cost and the maturity amount as calculated under the effective interest method. For financial assets, amortized cost also includes any reductions for impairment or uncollectibility. For loans and accounts receivable designated as hedged items in fair value hedges, the changes in their fair value related to the risk or risks being hedged are recorded in “Net income (expense) from financial operations”.

 

The “effective interest rate” is the discount rate that exactly matches the initial amount of a financial instrument to all its estimated cash flows over its remaining life. For fixed-rate financial instruments, the effective interest rate incorporates the contractual interest rate established on the acquisition date. Where applicable, the fees and transaction costs that are a part of the financial return are included. For floating-rate financial instruments, the effective interest rate matches the current rate of return until the date of the next review of interest rates.

 

Equity instruments whose fair value cannot be determined in a sufficiently objective manner and financial derivatives, whose underlying is an equity instrument that are settled by delivery of those instruments, are measured at acquisition cost adjusted for any related impairment loss.

 

The amounts at which the financial assets are recorded represent the Bank’s maximum exposure to credit risk as at the reporting date. The Bank has also received collateral and other credit enhancements to mitigate its exposure to credit risk, which consist mainly of mortgage guarantees, equity instruments and personal securities, assets under leasing agreements, assets acquired under repurchase agreements, securities loans and derivatives.

 

ii.Valuation techniques

 

Financial instruments at fair value, determined on the basis of price quotations in active markets, include government debt securities, private sector debt securities, equity shares, short positions, and fixed-income securities issued.

 

In cases where price quotations cannot be observed in available markets, the Bank’s management determines a 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 however for some valuations of financial instruments, significant inputs are unobservable in the market. To determine a value for those instruments, various techniques are employed to make these estimates, including the extrapolation of observable market data.

 

The most reliable evidence of the fair value of a financial instrument on initial recognition usually is the transaction price, however due to lack of availability of market information, the value of the instrument may be derived from other market transactions performed with the same or similar instruments or may be measured by using a valuation technique in which the variables used include only observable market data, mainly interest rates.

 

The main techniques used as of December 31, 2015 and 2014 by the Bank’s internal models to determine the fair value of the financial instruments 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.

 

F-19 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

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 calculated by the aforementioned internal models considers contractual terms and observable market data, which include interest rates, credit risk, exchange rates, quoted market price of shares, volatility and prepayments, among others. The Bank’s management considers that its 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.

 

iii.Hedging transactions

 

The Bank uses financial derivatives for the following purposes:

 

i.to sell to customers who request these instruments in the management of their market and credit risks;

 

ii.to use these derivatives in the management of the risks of the Bank entities’ own positions and assets and liabilities (“hedging derivatives”), and

 

iii.to obtain profits from changes in the price of these derivatives (trading derivatives).

 

All financial derivatives that are not held for hedging purposes are accounted for as trading derivatives.

 

A derivative qualifies for hedge accounting if all the following conditions are met:

 

1.The derivative hedges one of the following three types of exposure:

 

a.Changes in the value of assets and liabilities due to fluctuations, among others, in the interest rate and/or exchange rate to which the position or balance to be hedged is subject (“fair value hedge”);

 

b.Changes in the estimated cash flows arising from financial assets and liabilities, and highly probable forecasted transactions (“cash flow hedge”);

 

c.The net investment in a foreign operation (“hedge of a net investment in a foreign operation”).

 

2.It is effective in offsetting exposure inherent in the hedged item or position throughout the expected term of the hedge, which means that:

 

a.At the date of arrangement the hedge is expected, under normal conditions, to be highly effective (“prospective effectiveness”).

 

b.There is sufficient evidence that the hedge was actually effective during the life of the hedged item or position (“retrospective effectiveness”).

 

3.There must be adequate documentation evidencing the specific designation of the financial derivative to hedge certain balances or transactions and how this effective hedge was expected to be achieved and measured, provided that this is consistent with the Bank’s management of own risks.

 

The changes in the value of financial instruments qualifying for hedge accounting are recorded as follows:

 

a.For fair value hedges, the gains or losses arising on both hedging instruments and the hedged items (attributable to the type of risk being hedged) are included as “Net income (expense) from financial operations” in the Consolidated Statement of Income.

 

b.For fair value hedges of interest rate risk on a portfolio of financial instruments, gains or losses that arise in measuring hedging instruments and other gains or losses due to changes in fair value of the underlying hedged item (attributable to the hedged risk) are recorded in the Consolidated Statement of Income under “Net income (expense ) from financial operations”.

 

F-20 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

c.For cash flow hedges, the change in fair value of the hedging instrument is included as “Cash flow hedge” in “Other comprehensive income”, until the hedged transaction occurs, thereafter being reclassified to the Consolidated Statement of Income, unless the hedged transaction results in the recognition of non–financial assets or liabilities, in which case it is included in the cost of the non-financial asset or liability.

 

d.The differences in valuation of the hedging instrument corresponding to the ineffective portion of the cash flow hedging transactions are recorded directly in the Consolidated Statement of Income under “Net income (expense) from financial operations”.

 

If a derivative designated as a hedging instrument no longer meets the requirements described above due to expiration, ineffectiveness or for any other reason, hedge accounting treatment is discontinued. When “fair value hedging” is discontinued, the fair value adjustments to the carrying amount of the hedged item arising from the hedged risk are amortized to gain or loss from that date, where applicable.

 

When cash flow hedges are discontinued, any cumulative gain or loss of the hedging instrument recognized under “Other comprehensive income” (from the period when the hedge was effective) remains recorded in equity until the hedged transaction occurs, at which time it is recorded in the Consolidated Statement of Income, unless the transaction is no longer expected to occur, in which case any cumulative gain or loss is recorded immediately in the Consolidated Statement of Income.

 

iv.Derivatives embedded in hybrid financial instruments

 

Derivatives embedded in other financial instruments or in other hybrid contracts are accounted for separately as derivatives if 1) their risks and characteristics are not closely related to the host contracts, 2) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and 3) provided that the hybrid contracts are not classified as “Trading investments” or as other financial assets (liabilities) at fair value through profit or loss.

 

v.Offsetting of financial instruments

 

Financial asset and liability balances are offset, i.e., reported in the Consolidated Statements of Financial Position at their net amount, 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.

 

vi.Derecognition of financial assets and liabilities

 

The accounting treatment of transfers of financial assets is determined by the extent and the manner in which the risks and rewards associated with the transferred assets are transferred to third parties:

 

i.If the Bank transfers substantially all the risks and rewards of ownership 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 transferor does not retain subordinated debt nor grants any credit enhancement to the new holders, and other similar cases, the transferred financial asset is derecognized from the Consolidated Statement of Financial Position and any rights or obligations retained or created in the transfer are simultaneously recorded.

 

ii.If the Bank retains substantially all the risks and rewards of ownership associated with the transferred financial asset, as in the case of sales of financial assets under repurchase agreements 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 derecognized from the Consolidated Statement of Financial Position and continues to be measured by the same criteria as those used before the transfer. However, the following items are recorded:

 

-An associated financial liability for an amount equal to the consideration received; this liability is subsequently measured at amortized cost.

 

-Both the income from the transferred (but not removed) financial asset as well as any expenses incurred due to the new financial liability.

 

If the Bank neither transfers nor substantially retains all the risks and rewards of ownership 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:

 

F-21 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

 

a.If the transferor does not retain control of the transferred financial asset: the asset is derecognized from the Consolidated Statement of Financial Position and any rights or obligations retained or created in the transfer are recognized.

 

b.If the transferor retains control of the transferred financial asset: it continues to be recognized in the Consolidated Statement of Financial Position for an amount equal to its exposure to changes in value and a financial liability associated with the transferred financial asset is recorded. The net carrying amount of the transferred asset and the associated liability is 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.

 

Accordingly, financial assets are only derecognized from the Consolidated Statement of Financial Position when the rights over the cash flows they generate have terminated or when all the inherent risks and rewards of ownership have been substantially transferred to third parties. Similarly, financial liabilities are only derecognized from the Consolidated Statement of Financial Position when the obligations specified in the contract are discharged or cancelled or the contract has matured.

 

i)Recognizing income and expenses

 

The most significant criteria used by the Bank to recognize its revenues and expenses are summarized as follows:

 

i.Interest revenue, interest expense, and similar items

 

Interest revenue and expense are recorded on an accrual basis using the effective interest method.

 

However, when the Bank believes that the debtor poses a high risk of default, the interest and adjustments pertaining to these transactions are not recorded directly in the Consolidated Statement of Income unless they have been actually received.

 

This interest and adjustments are generally referred to as “suspended” and they are reported as part of the complementary information thereto and as memorandum accounts (Note 25). This interest is recognized as income, when collected.

 

The resumption of interest income recognition of previously impaired loans only occurs when such loans become current (i.e. payments were received such that the loans are contractually past-due for less than 90 days) or they are no longer classified under the C3, C4, D1 or D2 risk categories (for loans individually evaluated for impairment).

 

ii.Commissions, fees, and similar items

 

Fee and commission income and expenses are recognized in the Consolidated Statement of Income using criteria that vary according to their nature. The main criteria are:

 

-Fee and commission income and expenses on financial assets and liabilities are recognized when they are earned.

-Those arising from transactions or services that are performed over a period of time are recognized over the life of these transactions or services.

-Those relating to services provided in a single transaction are recognized when the single transaction is performed.

 

iii.Loan arrangement fees

 

Fees that arise as a result of the origination of a loan, mainly application and analysis-related fees, are deferred and charged to the Consolidated Statement of Income over the term of the loan.

 

j)Impairment

 

i.Financial assets:

 

A financial asset, other than that at fair value through profit and loss, is evaluated on each financial statement filing date to determine whether objective evidence of impairment exists.

 

F-22 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

A financial asset or group of financial assets will be impaired if, and only if, objective evidence of impairment exists as a result of one or more events that occurred after initial recognition of the asset (“event causing the loss”), and this event or events causing the loss have an impact on the estimated future cash flows of a financial asset or group of financial assets.

 

An impairment loss relating to financial assets recorded at amortized cost is calculated as the difference between the recorded amount of the asset and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

 

Individually significant financial assets are individually tested to determine their impairment. The remaining financial assets are evaluated collectively in groups that share similar credit risk characteristics.

 

All impairment losses are recorded in income. Any impairment loss relating to a financial asset available for sale previously recorded in equity is transferred to profit or loss.

 

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. The reversal of an impairment loss shall not exceed the carrying amount that would have been determined if no impairment loss has been recognized for the asset in prior years. The reversal is recorded in income with the exception of available for sale equity financial assets, in which case it is recorded in other comprehensive income.

 

ii.Non-financial assets:

 

The Bank’s non-financial assets, excluding investment properties, are reviewed at the reporting date to determine whether they show signs of impairment (i.e. its carrying amount exceeds its recoverable amount). If any such evidence exists, the recoverable amount of the asset is estimated, in order to determine the extent of the impairment loss.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

 

In connection with other assets, impairment losses recorded in prior periods are assessed at each reporting date to determine whether the loss has decreased and should be reversed. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior years. Goodwill impairment is not reversed.

 

k)Property, plant, and equipment

 

This category includes the amount of buildings, land, furniture, vehicles, computer hardware and other fixtures owned by the consolidated entities or acquired under finance leases. Assets are classified according to their use as follows:

 

i.Property, plant and equipment for own use

 

Property, plant and equipment for own use includes but is not limited to tangible assets received by the consolidated entities in full or partial satisfaction of financial assets representing accounts receivable from third parties which are intended to be held for continuing own use and tangible assets acquired under finance leases. These assets are presented at acquisition cost less the related accumulated depreciation and, if applicable, any impairment losses (when net carrying amount was higher than recoverable amount).

 

Depreciation is calculated using the straight line method over the acquisition cost of assets less their residual value, assuming that the land on which buildings and other structures stand has an indefinite life and, therefore, is not subject to depreciation.

 

F-23 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

The Bank applies the following useful lives for the tangible assets that comprise its assets:

 

ITEM  

Useful life

(Months)

     
Land   -
Paintings and works of art   -
Carpets and curtains   36
Computers and hardware   36
Vehicles   36
IT systems and software   36
ATMs   60
Other machines and equipment   60
Office furniture   60
Telephone and communication systems   60
Security systems     60
Rights over telephone lines   60
Air conditioning systems   84
Other installations   120
Buildings   1,200
     

 

The consolidated entities assess at each reporting date whether there is any indication that the carrying amount of any tangible asset exceeds its recoverable amount. If this is the case, the carrying amount of the asset is reduced to its recoverable amount and future depreciation charges are adjusted in accordance with the revised carrying amount and to the new remaining useful life, if the useful life needs to be revised.

 

The estimated useful lives of the items of property, plant and equipment held for own use are reviewed at the end of each reporting period to detect significant changes. If changes are detected, the useful lives of the assets are adjusted by correcting the depreciation charge to be recorded in the Consolidated Statement of Income in future years on the basis of the new useful lives.

 

Maintenance expenses relating to tangible assets held for own use are recorded as an expense in the period in which they are incurred.

 

ii.Assets leased out under operating leases

 

The criteria used to record the acquisition cost of assets leased out under operating leases, to calculate their depreciation and their respective estimated useful lives, and to record the impairment losses thereof, are consistent with those described in relation to property, plant and equipment held for own use.

 

l)Leasing

 

i.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 consolidated entities act as the lessor of an asset, the sum of the present value of the lease payments receivable from the lessee, including the exercise price of the lessee’s purchase option at the end of the lease term, which is equivalent to one additional lease payment and so is reasonably certain to be exercised, is recognized as lending to third parties and is therefore included under “Loans and accounts receivable from customers” in the Consolidated Statement of Financial Position.

 

When the consolidated entities act as lessees, they show the cost of the leased assets in the Consolidated Statement of Financial Position based on the nature of the leased asset, and simultaneously record 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.

 

F-24 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

In both cases, the finance income and finance expenses arising from these contracts are credited and debited, respectively, to “Interest income” and “Interest expense” in the Consolidated Statement of Income so as to achieve a constant rate of return over the lease term.

 

ii.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 and revenues from operating leases is recorded on a straight line basis under “Other operating income” in the Consolidated Statement 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 expenses” in the Consolidated Statement of Income.

 

iii.Sale and leaseback transactions

 

For sale at fair value and operating leasebacks, the profit or loss generated is recorded at the time of sale except in the case of excess of proceeds over fair value, which difference is amortized over the period of use of the asset. In the case of finance leasebacks, the profit or loss generated is amortized over the lease term.

 

m)Intangible assets

 

Intangible assets are identified as non-monetary assets (separately identifiable from other assets) without physical substance which arise as a result of legal or contractual rights or it is separable. The Bank recognizes an intangible asset, whether purchased or self-created (at cost), when the cost of the asset can be measured reliably and it is probable that the future economic benefits that are attributable to the asset will flow to the Bank.

 

Intangible assets are recorded initially at acquisition or production cost and are subsequently measured at cost less any accumulated amortization and any accumulated impairment losses.

 

Internally developed computer software is recorded as an intangible asset if, among other requirements (basically the Bank’s ability to use or sell it), it can be identified and its ability to generate future economic benefits can be demonstrated. The estimated useful life for software is 36 months.

 

Intangible assets are amortized on a straight-line basis over their estimated useful life; which has been defined as 36 months.

 

Expenditure on research activities is recorded as an expense in the year in which it is incurred and cannot be subsequently capitalized.

 

n)Cash and cash equivalents

 

For the preparation of the cash flow statement, the indirect method was used, starting with the Bank’s consolidated pre-tax income and incorporating non-cash transactions, as well as income and expenses associated with cash flows, which are classified as operating, investment or financing activities.

 

For the preparation of the cash flow statement, the following items are considered:

 

i.Cash flows: Inflows and outflows of cash and cash equivalents, such as deposits with the Central Bank of Chile, deposits in domestic banks, and deposits in foreign banks.

 

ii.Operating activities: Principal revenue-producing activities performed by banks and other activities that cannot be classified as investing or financing activities.

 

F-25 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

iii.Investing activities: The acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.

 

iv.Financing Activities: Activities that result in changes in the size and composition of the equity and liabilities that are not operating activities.

 

o)Allowances for loan losses

 

The Bank has established allowances to cover incurred losses on loans and account receivables from customers in accordance with its internal models and risk assessment as approved by the Board of Directors.

 

The Bank performs an assessment of the risk associated with loans and accounts receivable from customers to determine their allowance for loan losses as described below:

 

-Individual assessment – represents cases where the Bank assesses a debtor as individually significant, or when he/she cannot be classified within a group of financial assets with similar credit risk characteristics, due to their size, complexity or level of exposure.

 

-Group assessment – a group assessment is relevant for analyzing a large number of operations with small individual balances from individuals or small companies. The Bank groups debtors with similar credit risk characteristics giving to each group a default probability and recovery rate based on a historical analysis.

 

The Bank models determine allowances and provisions for loan losses according to the type of portfolio or operations. Loans and accounts receivables from customers are divided into three categories:

 

i.Commercial loans,

ii.Mortgage loans, and

iii.Consumer loans.

 

The models used to determine credit risk allowances are described as follows:

 

I.Allowances for individual assessment

 

An individual assessment of commercial debtors is necessary in the case of companies which, due to their size, complexity or level of exposure regarding the entity, must be known and analyzed in detail.

 

For the purposes of establishing its provisions, the Bank assigns a risk category to each debtor, their loans and contingent loans. The risk factors considered are: industry or economic sector of the borrower, owners or managers of the borrower, their financial situation and payment capacity, and payment behavior.

 

The Bank’s risk categories are as follows:

 

1. Debtors may be classified in risk categories A1, A2, A3 or B (if they are current on their payment obligations and show no sign of deterioration in their credit quality). B is different from the A categories by a certain history of late payments. The A and B categories are distinguished by different PNPs (as defined below).

 

2. Debtors classified as C1, C2, C3, C4, D1 or D2 include debtors whose loans with us have been charged off or administered by our Recovery Unit, or classified as Precontenciosos (PRECO or deteriorated).

 

For loans classified as A1, A2, A3 and B, we assign a specific provision level on an individual basis to each borrower and, therefore, the amount of loan loss allowance is determined on a case by case basis.

 

F-26 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Estimated Incurred Loan Loss = Loan Loss Allowance.

 

The estimated incurred loss is obtained by multiplying all risk factors defined in the following equation:

 

EIL= EXP x PNP x SEV

 

EIL = Estimated Incurred Loan Loss. The estimated incurred loan loss is how much could be lost in the event a debtor does not perform the obligations under the loan.

 

EXP = Exposure. This corresponds to the value of commercial loans.

 

PNP = Probability of Non-Performance. This variable, expressed as a percentage, indicates the probability that a debtor will default. This percentage is associated with the internal rating that we give to each debtor, which is determined by analyzing such parameters as debt servicing capacity (including, usually, projected cash flows), the company’s financial history, the solvency and capacity of shareholders and management, and projections for the economic sector in which it operates.

 

SEV = Severity. This is the effective loss rate given default for debtors in the same segment, which is determined statistically based on the historical effective losses for each segment.

 

PNP and SEV are reviewed and updated every 3 years. Every year, models together with PNP and SEV assumptions, are tested by the Bank’s Credit Risk Department, to ensure that they are appropriate at each reporting date so as to make sure any difference between the estimated incurred losses and actual losses is reduced.

 

These tests focus on the validation of the sufficiency of the Bank’s 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 Risk Committee.

 

For loans classified in the C and D categories, loan loss allowances are based mainly on the fair value of the collateral, adjusted for an estimated cost to sell, that each of these loans have. Allowance percentage for each category is then based on the fair value of the collateral, or the expected future cash flow from the loan for each individually evaluated non-performing loans.

 

II.Allowances for group assessments

 

The Bank uses the concept of estimation of incurred loss to quantify the allowances levels over the group-evaluated portfolios, considering the risk and the guarantees associated with each transaction.

 

Following the Bank’s definition, the Bank uses group evaluation to approach transactions that have similar credit risk features, which indicate the debtor’s payment capacity over the entire debt, principal and interests, pursuant to the contract’s terms. In addition, this allows us to assess a high number of transactions with low individual amounts, whether they belong to individuals or SMEs (small and medium sized companies). Therefore, debtors and loans with similar features are grouped together and each group has a risk level assigned to it.

 

These models are meant to be used mainly to analyze loans granted to individuals (including consumer loans, credit lines, mortgage loans and commercial loans) and commercial loans to small to middle-sized entities (SMEs).

 

Allowances are established using these models, taking into account the historical Impairment and other known circumstances at the time of evaluation. After this, a historical loss rate is assigned to each portfolio profile constituting each evaluated group.

 

Allowances for group-evaluated loans are established based on the credit risk of the profile to which the loan belongs. The method for assigning a profile is established based on statistical building method, establishing a relation through logistic regression of various variables, such as payment behavior in the Bank, payment behavior outside the Bank, various sociodemographic data, among others, and a response variable that determines a client’s risk level, which in this case is 90 days of non-performance (the chosen features are relevant when calculating future cash flows per group of assets). Afterwards, common profiles are established and with differentiated default rates, applying the real historical loss the Bank has had with that portfolio.

 

F-27 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

The different risk categories are constructed and updated periodically based on the payment behavior of the client’s profile to which they belong, as well as his or her sociodemographic characteristics. Therefore, when a customer has past due balance or has missed some payments, the outcome is that the customer will move to a different segment with a higher loss rate, therefore capturing current trends for each risk profile.

 

Allowance quantification, once the customers have been classified, is the product of three factors: exposure (EXP), Probability of Non-Performance (PNP) and Severity (SEV), the same equation used for individual assessment mentioned above.

 

The estimated incurred loss rates for group-evaluated loans correspond to charge-offs net of recoveries. The methodology establishes the period in which the estimated incurred loss for each risk profile emerges. Once the loss has been considered to have been incurred, the estimated incurred loss rates are applied to the corresponding risk profile to obtain the net charge-off level associated with this period. The loss rates applied to each risk profile are based only on the historical net charge-off data for that specific profile within one of the four groups of loans (consumer loans, credit lines, mortgage loans and commercial loans). No other statistical or other information other than net charge-offs is used to determine the loss rates.

 

To determine the estimated incurred loss for commercial and mortgage loans collectively evaluated for impairment, we mainly analyze the payment behavior of clients, particularly the payment behavior of clients with payments that are more than 90 days overdue, clients with other weaknesses, such as early non performance (i.e., payments that are past-due, though by less than 90 days), clients with modified loans and clients with renegotiated loans, as well as success in recovery against these clients. We also take into account whether the loan is supported by collateral.

 

In connection with mortgage loans, historical net charge-offs are considered in the model to calculate loss rates for loans collectively evaluated for impairment. The risk categories are such that when a customer has a past-due balance or has missed some payments, the outcome is that the customer will move to a different risk category with a higher loss rate, therefore capturing current trends of the customer and, when aggregate, current trends in the market.

 

Our models for loans analyzed on a group basis (consumer loans, residential mortgage loans and small-and-mid- sized commercial loans) are monitored on a monthly basis with respect to predictability and stability, using indicators that seek to capture the underlying need to update the models for current loss trends. Therefore, the periods of historical net charge-offs used in the allowance model may be more than a year old as we only update the historical net charge-offs when our assessment of predictability and stability indicators determine it is necessary.

 

During the second semester of 2014, and as a response to the ongoing improvement of the allowances models for loans, the Bank recalibrated its allowances model for consumer loans and commercial loans. The models were recalibrated with the aim of improving the prediction of client behavior and maintaining statistical and management standards. Part of these improvements consisted of the advancement of the models’ governance allowing technical and defined approvals at different points of the approval process, better statistical techniques and the use of the entire extent of historical information, allowing more clarified definition of the Probability of Non-Performance (PNP) and the Severity (SEV) involved in the provision calculation.

 

This involved the release of consumer provisions of Ch$26,563 million and an increase in commercial provisions of Ch$45,141 million. As this is a change in estimation, the net increase of these improvements (Ch$18,578 million) was recognized under the "Provisions for loan losses" in the Consolidated Statement of Income for the year in accordance with IAS 8 Accounting policies, changes in Accounting Estimates and Errors.

 

III.Charge-offs

 

As a general rule, charge-offs should be done when all collection efforts have been exhausted. These charge-offs consist of derecognition from the Consolidated Statement of Financial Position of the corresponding loans operations in its entirety, and, therefore, include portions not past-due of a loan in the case of installments loans or leasing operations (no partial charge-offs exist).

 

Subsequent payments obtained from charged-off loans will be recognized in the Consolidated Statement of Income as a recovery of loans previously charged-off.

 

F-28 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Loan and accounts receivable charge-offs are recorded for overdue and current installments based on the time periods expired since reaching overdue status, as described below:

 

Type of loan   Term
     
Consumer loans with or without collateral   6 months
Other transactions without collateral   24 months
Commercial loans with collateral   36 months
Mortgage loans   48 months
Consumer leasing   6 months
Other non-mortgage leasing transactions   12 months
Mortgage leasing (household and business)   36 months

 

IV.Recovery of loans previously charged off and accounts receivable from customers

 

Any payment agreement of an already charged-off loan will not give rise to income—as long as the operation is still in an impaired status—and the effective payments received are accounted for as a recovery from loans previously charged-off.

 

Recovery of previously charged-off loans and accounts receivable from customers, are recorded in the Consolidated Statement of Income as a deduction from provisions for loan losses.

 

In accordance with our charge-off policy described in iii) above, we may subsequently recover a portion of the amount charged-off (at 100%). The allowance for loan losses on our collectively evaluated loans incorporates an expected recovery rate based on historical information. At the time we charge-off the carrying amount of any loans which have been collectively evaluated for impairment, the allowance for loan losses on collectively evaluated loans is replenished to reflect incurred losses based on statistical models developed in compliance with IAS 39 on the remaining pool of loans. The amounts required for replenishment are recorded in the financial statements as provision established.

 

p)Provisions, contingent assets, and contingent liabilities

 

Provisions are liabilities of uncertain timing or amount. Provisions are recognized in the Consolidated Statements of Financial Position when the Bank:

 

i.has a present obligation (legal or constructive) as a result of past events, and

ii.it is probable that an outflow of resources will be required to settle these obligations and the amount of these resources can be reliably measured.

 

Contingent assets or contingent liabilities are any potential rights or obligations arising from past events whose existence will be confirmed only by the occurrence or non-occurrence if one or more uncertain future events that are not wholly within control of the Bank.

 

The Consolidated Statement of Financial Position and annual accounts reflect all significant provisions for which it is estimated that it is probable an outflow of resources will be required to meet the obligation where the probability of having to meet the obligation is more likely than not. Provisions are quantified using the best available information on the consequences of the event giving rise to them and are reviewed and adjusted at the end of each year. Provisions must specify the liabilities for which they were originally recognized. Partial or total reversals are recognized when such liabilities cease to exist or are reduced.

 

Provisions are classified according to the obligation covered as follows:

 

-Provision for employee salaries and expenses

-Provision for mandatory dividends

-Provision for contingent credit risks

-Provisions for contingencies

 

F-29 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

q)Deferred income taxes and other deferred taxes

 

The Bank records, when appropriate, deferred tax assets and liabilities for the estimated future tax effects attributable to differences between the carrying amount of assets and liabilities and their tax bases. The measurement of deferred tax assets and liabilities is based on the tax rate, in accordance with the applicable tax laws, using the tax rate that applies to the period when the deferred asset and liability will be settled. The future effects of changes in tax legislation or tax rates are recorded in deferred taxes beginning on the date on which the law is enacted or substantially enacted.

 

r)Use of estimates

 

The preparation of the financial statements requires the Bank’s management to make estimates and assumptions that affect the application of the accounting policies and the reported balances of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

 

In certain cases, International Financial Reporting Standards (IFRS) 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. When available, quoted market prices in active markets have been used as the basis for measurement. When 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 to estimate allowances. These allowances must be regularly reviewed 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’ ability to pay. Increases in the allowances for loan losses are reflected as “Provision for loan losses” in the Consolidated Statement of Income. Loans are charged-off when the Bank’s management determines that a loan or a portion thereof is impaired. Charge-offs are recorded as a reduction of the allowance for loan losses.

 

The relevant estimates and assumptions made to calculate provisions are regularly reviewed by the Bank’s Management to quantify certain assets, liabilities, revenues, expenses, and commitments.

 

These estimates, made on the basis of the best available information, mainly refer to:

 

-Allowances for loan losses (Notes 8, 9 and 29)

-Impairment losses of certain assets (Notes 7, 8, 9, 10, and 32)

-The useful lives of tangible and intangible assets (Notes 12, 13 and 32)

-The fair value of assets and liabilities (Notes 5, 6, 7, 10 and 36)

-Commitments and contingencies (Note 22)

-Current and deferred taxes (Note 14)

 

s)Non-current assets held for sale

 

Non-current assets (or a group holding assets and liabilities for disposal) expected to be recovered mainly through the sale of these items rather than through the continued use, are classified as held for sale. Immediately prior to this classification, assets (or elements of a disposable group) are re-measured in accordance with the Bank’s policies. The assets (or disposal group) are measured at the lower of carrying amount and fair value less cost to sell.

 

As of December 31, 2015 and 2014 the Bank has not classified any non-current assets as held for sale.

 

t)Assets received or awarded in lieu of payment

 

Assets received or awarded in lieu of payment of loans and accounts receivable from clients are recognized at their fair value (as determined by an independent appraisal). A price is agreed upon by the parties through negotiation or, when the parties do not reach an agreement, at the amount at which the Bank is awarded those assets at a judicial auction. In the both cases, an independent appraisal is performed. The excess of the outstanding loan balance over the fair value is charged to net income for the period, under “Provision for loan losses”. Any excess of the fair value over the outstanding loan balance, less costs to sell of the collateral, is returned to the client. These assets are subsequently adjusted to their net realizable value less cost to sale (assuming a forced sale). The difference between the carrying value of the asset and the estimated fair value less costs to sell is charged to net income for the period, under “Other operating expenses”. The result obtained in the sale of the asset is subsequently recorded under “Other operating income”.

 

F-30 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

  

Independent appraisals are obtained at least every 18 months and fair values are adjusted accordingly. No adjustments have been made between appraisals with respect to the period covered by these financial statements considering the stability of the real estate market in Chile during past years and expected stability of the real estate market in the coming years.

 

At least once a year, the Bank performs the necessary analysis to updated the “cost to sale” of assets received or awarded in lieu of payments. According to the Bank’s survey, as of December 31, 2015 the average cost to sale was estimated at 5.0% of the appraisal value (4.8% as of December 31, 2014).

 

u)Earnings per share

 

Basic earnings per share are determined by dividing the net income attributable to the equity holders of the Bank for the reported period by the weighted average number of shares outstanding during the reported period.

 

Diluted earnings per share are determined in the same way as basic earnings, but the weighted average number of outstanding shares is adjusted to take into consideration the potential diluting effect of stock options, warrants, and convertible debt.

 

As of December 31, 2015 and 2014 the Bank did not have any instruments that generated dilution.

 

v)Temporary acquisition (assignment) of assets and liabilities

 

Purchases or sales of financial assets under non-optional repurchase agreements at a fixed price are recorded in the Consolidated Statements of Financial Position based on the nature of the debtor (creditor) under “Deposits in the Central Bank of Chile,” “Deposits in financial institutions” or “Loans and accounts receivable from customers” (“Central Bank of Chile deposits,” “Deposits from financial institutions” or “Customer deposits”), in Note 6.

 

Differences between the purchase and sale prices are recorded as financial interest over the term of the contract.

 

w)Provision for mandatory dividends

 

As of December 31, 2015 and 2014 the Bank recorded a provision for mandatory dividends. This provision is made pursuant to Article 79 of the Corporations Act, which is in accordance with the Bank’s internal policy, pursuant to which at least 30% of net income for the period is distributed, except in the case of a contrary resolution adopted at the respective shareholders’ meeting by unanimous vote of the outstanding shares. This provision is recorded, as a deducting item, under the “Retained earnings – provision for mandatory dividends” line of the Consolidated Statement of Changes in Equity with offset to Provisions.

 

x)Employee benefits

 

i.Post-employment benefits – Defined Benefit Plan:

 

According to current collective labor agreements and other agreements, the Bank has an additional benefit available to its principal executives, consisting of a pension plan whose purpose is to endow them with funds for a better supplementary pension upon their retirement.

 

Features of the Plan:

 

The main features of the Post-Employment Benefits Plan promoted by the Banco Santander Chile are:

 

a.Aimed at the Bank’s management.

b.The general requirement to apply for this benefit is that the employee must be carrying out his/her duties when turning 60 years old.

c.The Bank will create a pension fund, with life insurance, for each beneficiary in the plan. Periodic contributions into this fund are made by the manager and matched by the Bank.

d.The Bank will be responsible for granting the benefits directly.

 

F-31 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

To determine the present value of the defined benefit obligation and the current service cost, the method of projected unit credit is used.

 

Components of defined benefit cost include:

 

-current service cost and any past service cost, which are recognized in profit or loss for the period;

-net interest on the liability (asset) for net defined benefit, which is recognized in profit or loss for the period;

-new liability (asset) remeasurements for net defined benefit include:

(a)actuarial gains and losses;

(b)the difference between the actual return on plan assets and the interest on plan assets included in the net interest component and;

(c)changes in the effect of the asset ceiling.

 

The liability (asset) for net defined benefit is the deficit or surplus, determined as the difference between the present value of the defined benefit obligation less the fair value of plan assets.

 

Plan assets comprise the pension fund taken out by the Group with a third party that is not a related party. These assets are held by an entity legally separated from the Bank and exist solely to pay benefits to employees.

 

The Bank recognizes the present service cost and the net interest of the Personnel salaries and expenses on the Consolidated Statement of Income.

 

The post-employment benefits liability, recognized in the Consolidated Statement of Financial Position represents the deficit or surplus in the defined benefit plans of the Bank. Any surplus resulting from the calculation is limited to the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions.

 

When employees leave the plan before meeting the requirements to be eligible for the benefit, contributions made ​​by the Bank are reduced.

 

ii.Cash-settled share based compensation

 

The Bank allocates cash-settled share based compensation to executives of the Bank and its Subsidiaries in accordance with IFRS 2. The Bank measures the services received and the obligation incurred at fair value. Until the obligation is settled, the Bank determines the fair value at the end of each reporting period, as well as at the date of settlement, recognizing any change in fair value in the income statement of the period.

 

y)Application of new and revised International Financial Reporting Standards

 

i.New and revised standards effective in current year

 

The following new and revised IFRS have been adopted in these financial statements:

 

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. The implementation of this amendment did not have material impact on the consolidated financial statements of the Bank.

 

F-32 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Annual Improvements 2010 – 2012 Cycle

 

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 need 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 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’. It 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 and IAS 38 Intangible Assets, Revaluation method: proportionate restatement of accumulated depreciation/amortization – 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. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted.

 

The implementation of those modifications did not have material impact on the consolidated financial statements of the Bank.

 

Annual Improvements 2011 – 2013 Cycle

 

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. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted.

 

F-33 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

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. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted.

 

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. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted.

 

The implementation of those modifications did not have material impact on the consolidated financial statements of the Bank.

 

1.New and revised IFRS issued but not effective

 

IFRS 9 Financial Instruments (2014) (IFRS 9) - IFRS 9 (2014) contains accounting requirements for financial instruments, replacing IAS 39 Financial Instruments: Recognition and Measurement. The standard contains requirements in the following areas:

 

Classification and measurement. Financial assets are classified by reference to the business model within which they are held and their contractual cash flow characteristics. The 2014 version of IFRS 9 introduces a 'fair value through other comprehensive income' category for certain debt instruments. Financial liabilities are classified in a similar manner to under IAS 39, however there are differences in the requirements applying to the measurement of an entity's own credit risk.

 

Impairment. The 2014 version of IFRS 9 introduces an 'expected credit loss' model for the measurement of the impairment of financial assets, so it is no longer necessary for a credit event to have occurred before a credit loss is recognized.

 

Hedge accounting. Introduces 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.

 

Derecognition. The requirements for the derecognition of financial assets and liabilities are carried forward from IAS 39.

 

IFRS 9 is effective for annual periods beginning on or after 1 January 2018. The Bank’s management is assessing the potential impact of the adoption of this standard on the consolidated financial statements of the Bank.

 

IFRS 15, Revenue from Contracts with Customers - issued on May 28, 2014, the IASB has published its new standard, IFRS 15 Revenue from contracts with customers. At the same time, the Financial Accounting Standards Board (FASB) has published its equivalent revenue standard, ASU 2014-09.The new standard provides a single, principles based five-step model to be applied to all contracts with customers, i) identify the contract with the customer, ii) identify the performance obligations in the contract, iii) determine the transaction price, iv) allocate the transaction price to the performance obligations in the contracts, v) recognize revenue when (or as) the entity satisfies a performance obligation.

 

IFRS 15 must be applied in an entity’s first annual IFRS financial statements for periods beginning on or after 1 January 2018. Application of the Standard is mandatory and early adoption is permitted. An entity that chooses to apply IFRS 15 earlier than 1 January 2018 must disclose this fact. The Bank’s management is assessing the potential impact of the adoption of this standard on the consolidated financial statements of the Bank.

 

Accounting for Acquisitions of interests in Joint Operations (Amendments to IFRS 11) - issued on May 6, 2014 the IASB has issued “Accounting for Acquisitions of Interests in Joint Operations (amendments to IFRS 11)”, the amendments clarify the accounting for acquisitions of an interest in a joint operation when the operation constitutes a business.

 

F-34 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Amends IFRS 11 Joint Arrangements to require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) to:

 

·apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11;

·disclose the information required by IFRS 3 and other IFRSs for business combinations.

 

The amendments are effective for annual periods beginning on or after 1 January 2016. Earlier application is permitted but corresponding disclosures are required. The amendments apply prospectively. The Bank’s management has considered that these amendments will not have material impact on the consolidated financial statements of the Bank.

 

Clarification of Acceptable Methods of Depreciation and Amortization (Amendments to IAS 16 and IAS 38) - issued on May 12, 2014 the IASB has published “Clarification of Acceptable Methods of depreciation and amortization (amendments to IAS 16 and IAS 38)”.The amendments provide additional guidance on how the depreciation or amortization of property, plant and equipment and intangible assets should be calculated. They are effective for annual periods beginning on or after 1 January 2016, with earlier application being permitted. The Bank’s management has considered that amendment will not impact the consolidated financial statements.

 

Equity Method in Separate Financial Statements (Amendments to IAS 27) - issued on August 12, 2014, the IASB has published “Equity Method in Separate Financial Statements (Amendments to IAS 27)”. The amendments reinstate the equity method as an accounting option for investments in subsidiaries, joint ventures and associates in an entity's separate financial statements. The amendments allow an entity to account for investments in subsidiaries, joint ventures and associates in its separate financial statements:

 

·at cost,

·in accordance with IFRS 9 Financial Instruments (or IAS 39 Financial Instruments: Recognition and Measurement for entities that have not yet adopted IFRS 9), or

·using the equity method as described in IAS 28 Investments in Associates and Joint Ventures.

 

The accounting option must be applied by category of investments. In addition to the amendments to IAS 27, there are consequential amendments to IAS 28 to avoid a potential conflict with IFRS 10 Consolidated Financial Statements and to IFRS 1 First-time Adoption of International Financial Reporting Standards. The accounting option must be applied by category of investments. In addition to the amendments to IAS 27, there are consequential amendments to IAS 28 to avoid a potential conflict with IFRS 10 Consolidated Financial Statements and to IFRS 1 First-time Adoption of International Financial Reporting Standards. The amendments are effective for annual periods beginning on or after 1 January 2016. Earlier application is permitted.

 

The amendments are to be applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. The Bank’s management has considered that these amendments will not have material impact on the consolidated financial statements of the Bank.

 

Sale or Contributions of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) - Issued on September 11, 2014, the IASB has published 'Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)'. The amendments address a conflict between the requirements of IAS 28

 

'Investments in Associates and Joint Ventures' and IFRS 10 'Consolidated Financial Statements' and clarify the treatment of the sale or contribution of assets from an investor to its associate or joint venture, as follows:

 

·require full recognition in the investor's financial statements of gains and losses arising on the sale or contribution of assets that constitute a business (as defined in IFRS 3 Business Combinations);

·require the partial recognition of gains and losses where the assets do not constitute a business, i.e. a gain or loss is recognized only to the extent of the unrelated investors’ interests in that associate or joint venture.

 

F-35 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

On December 17, 2015 the IASB has published final amendments to “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”. The amendments defer the effective date of the September 2014 amendments to these standards indefinitely until the research project on the equity method has been concluded. The Bank’s management has considered that these amendments will not have material impact on the consolidated financial statements of the Bank.

 

Disclosure initiative (Amendments to IAS 1) - issued on December 18, 2014 the IASB added an initiative on disclosure to its work program in 2013 to complement the work being done in the Conceptual Framework project. The initiative is made up of a number of smaller projects that aim at exploring opportunities to see how presentation and disclosure principles and requirements in existing Standards can be improved. They are effective for annual periods beginning on or after 1 January 2016, with earlier application being permitted. The Bank’s management has considered that these amendments will not have material impact on the consolidated financial statements of the Bank.

 

Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28) - issued on December 18, 2014 the IASB has published 'Investment Entities: Applying the Consolidation Exception, Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 28 Investments in Associates and Joint Ventures (2011) to address issues that have arisen in the context of applying the consolidation exception for investment entities. They are effective for annual periods beginning on or after 1 January 2016, with earlier application being permitted. The Bank’s management has considered that these amendments will not have material impact on the consolidated financial statements of the Bank.

 

Annual Improvements 2012-2014 Cycle

 

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, Changes in methods of disposal - Adds specific guidance in IFRS 5 for cases in which an entity reclassify an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued.

 

IFRS 7 Financial Instruments: Disclosures (with consequential amendments to IFRS 1), Servicing contracts - Adds additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of determining the disclosures required.

 

IAS 19 Employee Benefits, Discount rate – Clarifies that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid (thus, the depth of the market for high quality corporate bonds should be assessed at currency level).

 

IAS 34 Interim Financial Reporting, Disclosure of information “elsewhere in the interim financial report” - Clarifies the meaning of 'elsewhere in the interim report' and requires a cross-reference

 

The improvements are effective for annual periods beginning on or after 1 July 2016, with earlier application being permitted.

 

The Bank’s management has considered that these improvements will not have material impact on the consolidated financial statements of the Bank.

 

IFRS 16 Leases – issued on January 13, 2016, the IASB has published its new standard for leases, which replaces IAS 17 Leases, IFRIC 4 Determining whether an arrangement contains a lease, SIC15 Operating leases and SIC27 Evaluating the substance of transactions involving the legal form of a lease. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payment. Lessor accounting however remains largely unchanged and the distinction between operating and finance leases is retained.

 

IFRS 16 is effective for periods beginning on or after January 1, 2019, with earlier adoption permitted if IFRS 15 “Revenue from Contracts with Customer” has also been applied. The Bank’s management is assessing the potential impact of the adoption of this standard on the consolidated financial statements of the Bank.

 

F-36 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 01

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Recognition of Deferred Tax Assets for Unrealized Losses (Amendments to IAS 12)- On January 19, 2016, the IASB published final amendments to IAS 12 “Income Taxes”. The amendments clarify the following aspects:

 

·Unrealized losses on debt instruments measured at fair value and measured at cost for tax purposes give rise to a deductible temporary difference regardless of whether the debt instrument’s holder expects to recover the carrying amount of the debt instrument by sale or by use.

·The carrying amount of an asset does not limit the estimation of probable future taxable profits.

·Estimated for future taxable profits exclude tax deductions resulting from the reversal of deductible temporary differences.

·An entity asses a deferred tax asset in combination with other deferred tax assets. Where tax law restricts the utilization of tax losses, an entity would assess a deferred tax asset in combination with other deferred tax assets of the same type.

 

The amendments are effective for annual periods beginning on or after January 1, 2017. Earlier application is permitted. The Bank’s management has considered that these amendments will not have material impact on the consolidated financial statements of the Bank.

 

Disclosure Initiative (Amendments to IAS 7)- The amendments are part of the IASB’s Disclosure initiative project and introduce additional disclosure requirements intended to address investors’ concerns that financial statements do not currently enable them to understand the entity’s cash flows; particularly in respect of the management of financing activities. The amendments require disclosure of information enabling users of financial statements to evaluate changes in liabilities arising from financial activities. Although there is no specific format required to comply with the new requirements, the amendments include illustrative examples to show how an entity can meet the objective of these amendments.

 

The amendments are effective for annual periods beginning on or after January 1, 2017. Earlier application is permitted. The Bank’s management has considered that these amendments will not have material impact on the consolidated financial statements of the Bank.

 

F-37 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 02

SIGNIFICANT EVENTS

 

As of December 31, 2015, the following significant events have occurred and affected the Bank`s operations and Consolidated Financial Statements.

 

a)The Board

 

In the Ordinary Board Meeting of Banco Santander Chile held on April 28, 2015, Orlando Poblete Iturrate was confirmed as a Director, having been previously appointed Alternate Director in the Ordinary Board Meeting on April 22, 2014 and replacing Carlos Olivos Marchant as Director since September 23, 2014. Also, Blanca Bustamante Bravo was appointed as Alternate Director.

 

In the Ordinary Board Meeting dated November 17, 2015 the Board appointed the director Orlando Poblete Iturrate as a member of the Audit Committee of Directors, replacing Lisandro Serrano Spoerer who had resigned in the Ordinary Board Meeting held on October 20, 2015.

 

b)Use of Profits and Distribution of Dividends

 

The Shareholders’ Meeting of Banco Santander Chile held on April 28, 2015, was chaired by Mr. Vittorio Corbo Lioi (Chairman), and attended by Roberto Méndez Torres (Second Vice President), the Directors: Marco Colodro Hadjes, Lucía Santa Cruz Sutil, Juan Pedro Santa María Pérez, Lisandro Serrano Spoerer, Roberto Zahler Mayanz and Orlando Poblete Iturrate. Also, the CEO Claudio Melandri Hinojosa and CAO Felipe Contreras Fajardo attended the meeting.

 

According to the information presented in aforementioned meeting, 2014 net income (designated in the financial statements as “Income attributable to equity holders of the Bank”) amounted to Ch$ 550,331 million, according to local regulations. The Board approved the distribution of 60% of such net income, yielding a Ch$1.752 dividend per share, payable starting on April 29, 2015. Also, it was approved that the remaining 40% of the profits will be retained in the Bank’s reserves.

 

c)Issuance of bonds - at December 31, 2015

 

In the year ended December 31, 2015 the Bank has issued senior bonds in the amount of CLP 500,000,000,000, UF 14,000,000 CHF 150,000,000, and JPY 1,200,000,000. Debt issuance information is included in Note 18.

 

c.1)Senior bonds

 

Series Currency Amount Term Issuance rate

Issuance

date

Maturity
date
P1 CLP 50,000,000,000 10 years 5.80% per annum simple 01-01-2015 01-01-2025
P2 CLP 100,000,000,000 5 years 5.20% per annum simple 01-01-2015 01-01-2020
P3 CLP 50,000,000,000 7 years 5.50% per annum simple 01-01-2015 01-01-2022
P4 CLP 150,000,000,000 5 years 4.80% per annum simple 03-01-2015 03-01-2020
P5 CLP 150,000,000,000 6 years 5.30% per annum simple 03-01-2015 03-01-2022
Total CLP 500,000,000,000        
P6 UF 3,000,000 5 years 2.25% per annum simple 03-01-2015 03-01-2020
P7 UF 3,000,000 7.5 years 2.40% per annum simple 03-01-2015 09-01-2022
P8 UF 3,000,000 5.5  years 2.25% per annum simple 03-01-2015 09-01-2020
P9 UF 5,000,000 10.5 years 2.60% per annum simple 03-01-2015 09-01-2025
Total UF 14,000,000        
CHF fixed bond CHF 150,000,000 7 years 0.38% quarterly 04-19-2015 10-19-2022
Total CHF 150,000,000        
JPY current bond JPY 1,200,000,000 5 years 0.42% biannually 12-17-2015 12-17-2020
Total JPY 1,200,000,000        

 

c.2)Subordinated bonds

 

As at December 31, 2015 the Bank had not issued subordinated bonds in this financial year.

 

F-38 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 02

SIGNIFICANT EVENTS, continued

 

c.3)Repurchase of bonds

 

The Bank has conducted the following repurchase of bonds as of December 31, 2015:

 

Date   Series Amount
       
12-01-2015   Senior bond USD 19,000,000

 

c.4)Mortgage bonds at December 31, 2015

 

As of December 31, 2015 the Bank has issued the following bonds:

 

Series Currency Amount Term Issuance rate

Issuance

date

Maturity
date
AC  CLP 100,000,000,000 10 years 5,50% per annum simple 01-01-2015 01-01-2025
Total  CLP 100,000,000,000        

 

F-39 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 03

REPORTING SEGMENTS

 

The Bank manages and measures the performance of its operations by business segments. The information disclosed in this note is not necessarily comparable to that of other financial institutions, since it is based on management’s internal information system by segment.

 

Inter-segment transactions are conducted under normal arm’s length commercial terms and conditions. Each segment’s assets, liabilities, and income include items directly attributable to the segment to which they can be allocated on a reasonable basis.

 

Due to changes aimed at allocating customers to those segments best capable of servicing them, and streamlining processes, the Bank has modified its internal structure during 2015. This change in composition of the segments resulted in the following:

 

-Commissions paid in “Net fee and commission income “were reassigned among segments to more appropriately reflect the distributions in accordance with the management of each segment;

 

-The effects of changes in foreign exchange rates of provisions were reallocated to the line item “Other”, to more appropriately reflect the effects directly attributable to the respective segments;

 

-The improvement of the allocation of interest costs at time of placement of the loan.

 

Under IFRS 8, the Bank has aggregated operating segments with similar economic characteristics according to the aggregation criteria specified in the standard. A reporting segment consists of clients that are offered differentiated but, considering how their performance is measured, are homogenous services based on IFRS 8 aggregation criteria, thus they form part of the same reporting segment. Overall, this aggregation has no significant impact on the understanding of the nature and effects of the Bank’s business activities and the economic environment.

 

The information relating to 2014 and 2013 has been prepared using the above- mentioned current criteria so that the figures presented are comparable.

 

The Bank has the reportable segments noted below:

 

Retail Banking

 

Consists of individuals and small to middle-sized entities (SMEs) with annual income less than Ch$2,000 million. This segment gives customers a variety of services, including consumer loans, credit cards, auto loans, commercial loans, foreign exchange, mortgage loans, debit cards, checking accounts, savings products, mutual funds, stockbrokerage, and insurance brokerage. Additionally the SME clients are offered government-guaranteed loans, leasing and factoring.

 

Middle-market

 

This segment is made up of companies and large corporations with annual sales exceeding Ch$2,000 million. It serves institutions such as universities, government entities, local and regional governments and companies engaged in the real estate industry who carry out projects to sell properties to third parties and annual sales exceeding Ch$800 million with no upper limit. The companies within this segment have access to many products including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, transactional services, treasury services, financial consulting, savings products, mutual funds, and insurance brokerage. Also companies in the real estate industry are offered specialized services to finance projects, chiefly residential, with the aim of expanding sales of mortgage loans.

 

Global Corporate Banking

 

This segment consists of foreign and domestic multinational companies with sales over Ch$10,000 million. The companies within this segment have access to many products including commercial loans, leasing, factoring, foreign trade, credit cards, mortgage loans, checking accounts, transactional services, treasury services, financial consulting, investments, savings products, mutual funds and insurance brokerage.

 

This segment also consists of a Treasury Division which provides sophisticated financial products, mainly to companies in the Middle-market and Global Corporate Banking segments. These include products such as short-term financing and fund raising, brokerage services, derivatives, securitization, and other tailor-made products. The Treasury area may act as brokers to transactions and also manages the Bank’s investment portfolio.

 

F-40 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 03

REPORTING SEGMENTS, continued

 

Corporate Activities (“Other”)

 

This segment mainly includes the results of our Financial Management Division, which develops global management functions, including managing inflation rate risk, foreign currency gaps, interest rate risk and liquidity risk. Liquidity risk is managed mainly through wholesale deposits, debt issuances and the Bank’s available for sale portfolio. This segment also manages capital allocation by unit. These activities usually result in a negative contribution to income.

 

In addition, this segment encompasses all the intra-segment income and all the activities not assigned to a given segment or product with customers.

 

The segments’ accounting policies are 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. To evaluate a segment’s financial performance and make decisions regarding the resources to be assigned to segments, the Chief Operating Decision Maker (CODM) bases his assessment on the segment's interest income, fee and commission income, and expenses.

 

Below are the tables showing the Bank’s results by reporting segment for the years ended December 31, 2015, 2014 and 2013 in addition to the corresponding balances of loans and accounts receivable from customers:

 

    As of December 31, 2015
 

Loans and
accounts

receivable from

customers

(1)

Netinterest

income

 

Net fee and commission income

Financial transactions,net

(2)

Provision for loan losses

Support expenses

(3)

Segment`s net contribution

 

  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Retail Banking 17,034,707 873,026 190,380 16,245 (332,657) (533,086) 213,908
Middle-market 6,006,282 229,812 28,537 17,897 (26,147) (77,261) 172,838
Commercial Banking 23,040,989 1,102,838 218,917 34,142 (358,804) (610,347) 386,746
               
Global Corporate Banking 2,178,643 85,553 15,231 50,327 (28,426) (49,533) 73,152
Other 81,125 66,815 3,479 61,030 (12,047) (1,328) 117,949
               
Total 25,300,757 1,255,206 237,627 145,499 (399,277) (661,208) 577,847
               
Other operating income       6,439
Other operating expenses and impairment       (58,750)
Income from investments in associates and other companies       2,588
Income tax expense       (76,395)
Net income for the year       451,729

(1)Corresponds to loans and accounts receivable from customers, without deducting their allowances for loan losses.

(2)Corresponds to the sum of the net income from financial operations and the foreign exchange profit or loss.

(3)Corresponds to the sum of personnel salaries and expenses, administrative expenses, depreciation and amortization.

 

F-41 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 03

REPORTING SEGMENTS, continued

 

    As of December 31, 2014
 

Loans and accounts receivable from customers

(1)

Net interest income

 

Net fee and commission income

 

Financial transactions, net

(2)

Provision for loan losses

 

Support expenses

(3)

Segment`s net contribution

 

  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Retail Banking 15,191,808 833,139 175,007 18,458 (325,621) (479,954) 221,029
Middle-market 5,443,983 200,675 27,055 16,342 (22,034) (66,321) 155,717
Commercial Banking 20,635,791 1,033,814 202,062 34,800 (347,655) (546,275) 376,746
               
Global Corporate Banking 2,201,913 71,992 22,338 42,186 1,924 (44,195) 94,245
Other 54,945 211,298 2,883 35,579 (9,172) 2,261 242,849
               
Total 22,892,649 1,317,104 227,283 112,565 (354,903) (588,209) 713,840
               
Other operating income         6,545
Other operating expenses and impairment         (95,610)
Income from investments in associates and other companies         2,165
Income tax expense         (51,050)
Net income for the year         575,890

(1)Corresponds to loans and accounts receivable from customers, without deducting their allowances for loan losses.

(2)Corresponds to the sum of the net income from financial operations and the foreign exchange profit or loss.

(3)Corresponds to the sum of personnel salaries and expenses, administrative expenses, depreciation and amortization.

 

F-42 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 03

REPORTING SEGMENTS, continued

 

    As of December 31, 2013
 

Loans and accounts receivable from customers

(1)

Net interest income

 

Net fee and commission income

 

Financial transactions, net

(2)

Provision for loan losses

 

Support expenses

(3)

Segment`s
net contribution

 

  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Retail Banking 13,703,528 865,220 184,766 13,529 (315,982) (435,837) 311,696
Middle-market 5,035,780 193,454 29,199 14,236 (41,064) (62,817) 133,008
Commercial Banking 18,739,308 1,058,674 213,965 27,765 (357,046) (498,654) 444,704
               
Global Corporate Banking 2,268,440 72,659 17,432 50,717 (14,697) (38,270) 87,841
Other 53,013 (54,571) (1,561) 45,955 281 (20,685) (30,581)
               
Total 21,060,761 1,076,762 229,836 124,437 (371,462) (557,609) 501,964
               
Other operating income         88,155
Other operating expenses and impairment         (52,582)
Income from investments in associates and other companies         1,422
Income tax expense         (94,530)
Net income for the year         444,429

(1)Corresponds to loans and accounts receivable from customers, without deducting their allowances for loan losses.

(2)Corresponds to the sum of the net income from financial operations and the foreign exchange profit or loss.

(3)Corresponds to the sum of personnel salaries and expenses, administrative expenses, depreciation and amortization.

 

F-43 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 04

CASH AND CASH EQUIVALENTS

 

a)The detail of the balances included under cash and cash equivalents is as follows:

 

    As of December 31,
    2015   2014
    MCh$   MCh$
         
Cash and deposits in banks        
  Cash   632,435   594,979
  Deposits in the Central Bank of Chile   184,510   167,444
  Deposits in domestic banks   192   50
  Deposits in foreign banks     1,247,669   846,415
Subtotals – Cash and deposits in banks   2,064,806   1,608,888
         
  Cash in process of collection, net   262,364   250,114
           
Cash and cash equivalents   2,327,170   1,859,002
             

The balance of funds held in cash and at the Central Bank of Chile reflects the reserves that the Bank must maintain on average each month in accordance with the regulations governing minimum reserves.

 

b)Cash in process of collection and in process of being cleared:

 

Cash items in process of collection and in process of being cleared represent domestic transactions which have not been processed through the central domestic clearinghouse or international transactions which may be delayed in settlement due to timing differences. These transactions were as follows:

 

    As of December 31,
    2015   2014
    MCh$   MCh$
         
Assets        
  Documents held by other banks (documents to be cleared)   296,634   261,758
  Funds receivable   427,887   269,615
Subtotal   724,521   531,373
Liabilities        
  Funds payable   462,157   281,259
  Subtotal   462,157   281,259
           
Cash in process of collection, net   262,364   250,114

 

F-44 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 05

TRADING INVESTMENTS

 

The detail of instruments deemed as financial trading investments is as follows:

 

    As of December 31,
    2015   2014
    MCh$   MCh$
         
Chilean Central Bank and Government securities        
  Chilean Central Bank Bonds   159,767   270,004
  Chilean Central Bank Notes   -   -
  Other Chilean Central Bank and Government securities   123,468   461,340
Subtotal   283,235   731,344
         
Other Chilean securities        
  Time deposits in Chilean financial institutions   -   -
  Mortgage finance bonds of Chilean financial institutions   -   -
  Chilean financial institution bonds   -   -
  Chilean corporate bonds   37,630   36,339
  Other Chilean securities   -   -
Subtotal   37,630   36,339
           
Foreign financial securities        
  Foreign Central Banks and Government securities   -   -
  Other foreign financial instruments   -   -
Subtotal   -   -
         
Investments in mutual funds        
  Funds managed by related entities   3,406   7,132
  Funds managed by others   -   -
Subtotal   3,406   7,132
         
Total   324,271   774,815

 

As of December 31, 2015 and 2014, there were no trading investments sold under contracts to resell to clients and financial institutions.

 

F-45 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 06

INVESTMENTS UNDER RESALE AGREEMENTS AND OBLIGATIONS UNDER REPURCHASE AGREEMENTS

 

a)Rights arising from resale agreements

 

The Bank purchases financial instruments agreeing to resell them at a future date. As of December 31, 2015 and 2014, rights associated with instruments acquired under contracts to resell are as follows:

 

  As of December 31,
  2015   2014
  From 1 day and less than 3 months

More than 3 months and 

less than

1 year

More than 1 year Total   From 1 day and less than 3 months

More than 3 months and

less than 

1 year

More than 1 year Total
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                   

Securities from the Chilean Government and the Chilean Central Bank

                 
Chilean Central Bank Bonds 1,978 - - 1,978   - - - -
Chilean Central Bank Notes 2 - - 2   - - - -

Other securities from the Government and the Chilean Central Bank

483 - - 483   - - - -
Subtotal 2,463 - - 2,463   - - - -

Instruments from other domestic institutions domestic institutions:

                 
Time deposits in Chilean financial institutions - - - -   - - - -
Mortgage finance bonds of Chilean financial institutions - - - -   - - - -
Chilean financial institution bonds - - - -   - - - -
Chilean corporate bonds - - - -   - - - -
Other Chilean securities - - - -   - - - -
Subtotal - - - -   - - - -
Foreign financial securities:                  
Foreign government or central banks securities - - - -   - - - -
Other foreign financial instruments - - - -   - - - -
Subtotal - - - -   - - -  -
Investments in mutual funds:                  
Funds managed by  related entities - - - -   - - - -
Funds managed by others - - - -   - - - -
Subtotal - - - -   - - - -
                   
Total 2,463 - - 2,463   - - - -

 

F-46 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 06

INVESTMENTS UNDER RESALE AGREEMENTS AND OBLIGATIONS UNDER REPURCHASE AGREEMENTS, continued

 

b)Obligations arising from repurchase agreements

 

The Bank raises funds by selling financial instruments and committing itself to buy them back at future dates, plus interest at a predetermined rate. As of December 31, 2015 and 2014, obligations related to instruments sold under repurchase agreements are as follows:

 

  As of December 31,
  2015   2014
 

From 1 day

to less than

3 months

More than 3 months and

less than

1 year

More than

1 year

Total  

From 1 day

to less than

3 months

More than 3 months and

less than

1 year

More than

1 year

Total
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                   

Securities from Chilean Government and the Chilean Central Bank

                 
Chilean Central Bank Bonds 64,337 - - 64,337   105,702 - - 105,702
Chilean Central Bank Notes 22 - - 22   153 - - 153
Other securities from the Government and the Chilean Central Bank 11,006 - - 11,006   10,644 - - 10,644
Subtotal 75,365 - - 75,365   116,499 - - 116,499

Instruments from other domestic institutions:

                 
Time deposits in Chilean financial institutions 68,324 - - 68,324   275,285 342 - 275,627
Mortgage finance bonds of Chilean financial institutions - - - -   - - - -
Chilean financial institution bonds - - - -   - - - -
Chilean corporate bonds - - - -   - - - -
Other Chilean securities - - - -   - - - -
Subtotal 68,324 - - 68,324   275,285 342 - 275,627
Foreign financial securities:                  
Foreign government or central banks securities - - - -   - - - -
Other foreign financial instruments - - - -   - - - -
Subtotal - - - -   - - - -
Investments in mutual funds:                  
Funds managed by related entities - - - -   - - - -
Funds managed by others - - - -   - - - -
Subtotal - - - -   - - - -
                   
Total 143,689 - - 143,689   391,784 342 - 392,126

 

F-47 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 06

INVESTMENTS UNDER RESALE AGREEMENTS AND OBLIGATIONS UNDER REPURCHASE AGREEMENTS, continued

 

c)Below is the detail by portfolio of collateral associated with repurchase agreements as of December 31, 2015 and 2014, valued at fair value:

 

  As of December 31,
  2015   2014
 

Available

for sale

portfolio

Trading

portfolio

Total    

Available

for sale

portfolio

Trading portfolio Total   
  MCh$ MCh$ MCh$   MCh$ MCh$ MCh$
               
Chilean Central Bank and Government securities:              
Chilean Central Bank Bonds 62,350 - 62,350   105,680 - 105,680
Chilean Central Bank Notes 20 - 20   153 - 153

Other securities from the Government and the Chilean Central Bank

10,531 - 10,531   10,642 - 10,642
Subtotal 72,901 - 72,901   116,475 - 116,475
Other Chilean securities:              
Time deposits in Chilean financial institutions 68,321 - 68,321   275,675 - 275,675
Mortgage finance bonds of Chilean financial institutions - - -   - - -
Chilean financial institution bonds - - -   - - -
Chilean corporate bonds - - -   - - -
Other Chilean securities - - -   - - -
Subtotal 68,321 - 68,321   275,675 - 275,675
Foreign financial securities:              
Foreign Central Banks and Government securities - - -   - - -
Other foreign financial instruments - - -   - - -
Subtotal - - -   - - -
Investments in mutual funds:              
Funds managed by related entities - - -   - - -
Funds managed by others - - -   - - -
Subtotal - - -   - - -
               
Total 141,222 - 141,222   392,150 - 392,150

 

F-48 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING

 

a)As of December 31, 2015 and 2014 the Bank holds the following portfolio of derivative instruments:

 

  As of December 31, 2015
  Notional amount   Fair value
 

Up to 3

Months

More than 3

months to

1 year

More than 

1 year

Total   Assets Liabilities
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$
               
Fair value hedge derivatives                
Currency forwards - - - -   - -
Interest rate swaps 327,955 1,184,795 630,970 2,143,720   5,480 6,364
Cross currency swaps 9,441 30,040 1,842,421 1,881,902   181,557 1,483
Call currency options - - - -   - -
Call interest rate options - - - -   - -
Put currency options - - - -   - -
Put interest rate options - - - -   - -
Interest rate futures - - - -   - -
Other derivatives - - - -   - -
Subtotal 337,396 1,214,835 2,473,391 4,025,622   187,037 7,847
               
Cash flow hedge derivatives              
Currency forwards - - - -   - -
Interest rate swaps - - - -   - -
Cross currency swaps 7,281,184 4,445,006 2,720,520 14,446,710   273,291 69,716
Call currency options - - - -   - -
Call interest rate options - - - -   - -
Put currency options - - - -   - -
Put interest rate options - - - -   - -
Interest rate futures - - - -   - -
Other derivatives - - - -   - -
Subtotal 7,281,184 4,445,006 2,720,520 14,446,710   273,291 69,716
               
Trading derivatives              
Currency forwards 18,731,575 13,328,727 3,459,386 35,519,688   341,236 318,416
Interest rate swaps 7,272,523 15,677,393 56,140,894 79,090,810   533,416 540,011
Cross currency swaps 5,881,627 5,898,094 44,921,355 56,701,076   1,826,977 1,883,185
Call currency options 49,067 60,380 477,057 586,504   42,325 41,451
Call interest rate options - - 264,473 264,473   1,148 1,253
Put currency options 48,958 52,682 - 101,640   422 684
Put interest rate options - - - -   - -
Interest rate futures - - - -   - -
Other derivatives 125,258 - - 125,258   74 43
Subtotal 32,109,008 35,017,276 105,263,165 172,389,449   2,745,598 2,785,043
               
Total 39,727,588 40,677,117 110,457,076 190,861,781   3,205,926 2,862,606

 

F-49 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING, continued

 

  As of December 31, 2014
  Notional amount   Fair value
 

Up to 3

months

More than 3

months to 

1 year

More than

1 year

Total   Assets Liabilities
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$
               
Fair value hedge derivatives                
Currency forwards - - - -   - -
Interest rate swaps 97,812 846,168 668,166 1,612,146   9,821 2,540
Cross currency swaps - 193,704 694,852 888,556   110,448 7,997
Call currency options - - - -   - -
Call interest rate options - - - -   - -
Put currency options - - - -   - -
Put interest rate options - - - -   - -
Interest rate futures - - - -   - -
Other derivatives - - - -   - -
Subtotal 97,812 1,039,872 1,363,018 2,500,702   120,269 10,537
               
Cash flow hedge derivatives              
Currency forwards - - - -   - -
Interest rate swaps - - - -   - -
Cross currency swaps 11,329 850,555 1,727,283 2,589,167   131,880 21,996
Call currency options - - - -   - -
Call interest rate options - - - -   - -
Put currency options - - - -   - -
Put interest rate options - - - -   - -
Interest rate futures - - - -   - -
Other derivatives - - - -   - -
Subtotal 11,329 850,555 1,727,283 2,589,167   131,880 21,996
               
Trading derivatives              
Currency forwards 8,740,802 20,156,612 2,155,381 31,052,795   342,726 277,789
Interest rate swaps 1,675,560 16,147,587 37,838,280 55,661,427   518,392 485,798
Cross currency swaps 524,274 4,395,731 19,028,968 23,948,973   1,609,197 1,761,196
Call currency options 160,560 89,701 - 250,261   1,587 2,597
Call interest rate options - - 103,474 103,474   795 633
Put currency options 153,999 157,757 34,491 346,247   2,575 485
Put interest rate options - - - -   - -
Interest rate futures - - - -   - -
Other derivatives 258,425 - - 258,425   142 353
Subtotal 11,513,620 40,947,388 59,160,594 111,621,602   2,475,414 2,528,851
               
Total 11,622,761 42,837,815 62,250,895 116,711,471   2,727,563 2,561,384

 

F-50 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING, continued

 

b)Hedge accounting

 

Fair value hedge:

 

The Bank uses cross-currency swaps and interest rate swaps to hedge its exposure to changes in fair value of hedged items attributable to interest rates. The aforementioned hedging instruments change the effective cost of long-term issuances from a fixed interest rate to a variable interest rate.

 

Below is a detail of the hedged elements and hedge instruments under fair value hedges as of December 31, 2015 and 2014, classified by term to maturity:

 

  As of December 31, 2015
  Within 1 year Between 1 and 3 years Between 3 and 6 years Over 6 years Total
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Hedged item            
Available for sale investments          
   Yankee bonds - - - 92,106 92,106
   Mortgage financing bonds - - - 6,460 6,460
   Treasury bonds (BTP) - - - - -
   Central bank bonds (BCP) - - - - -
Time deposits and other time liabilities          
   Time deposits 1,542,789 65,000 - - 1,607,789
Issued debt instruments          
   Senior bonds 9,442 573,960 867,865 868,000 2,319,267
Total 1,552,231 638,960 867,865 966,566 4,025,622
Hedging instrument          
   Cross currency swaps 39,481 548,960 567,865 725,596 1,881,902
   Interest rate swaps 1,512,750 90,000 300,000 240,970 2,143,720
Total 1,552,231 638,960 867,865 966,566 4,025,622

 

 

  As of December 31, 2014
  Within 1 year Between 1 and 3 years Between 3 and 6 years Over 6 years Total
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Hedged item          
Available for sale investments          
   Yankee bonds - - - - -
   Mortgage financing bonds - - - 3,291 3,291
   Treasury bonds (BTP) - 20,000 135,000 20,000 175,000
   Central bank bonds (BCP) - 28,000 13,000 147,500 188,500
Time deposits and other time liabilities          
Time deposits 761,481 33,000 - - 794,481
Issued debt instruments          
   Senior bonds 376,203 261,437 286,792 414,998 1,339,430
Total 1,137,684 342,437 434,792 585,789 2,500,702
Hedging instrument          
   Cross currency swaps 943,980 81,000 248,000 339,166 1,612,146
   Interest rate swaps 193,704 261,437 186,792 246,623 888,556
Total 1,137,684 342,437 434,792 585,789 2,500,702

 

F-51 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING, continued

 

Cash flow hedges

 

The Bank uses cross currency swaps to hedge the risk from variability of cash flows attributable to changes in the interest rates of bonds and interbank loans at a variable rate. To cover the inflation risk in some items, both forwards as well as currency swaps are used.

 

Below is the notional amount of the hedged items as of December 31, 2015 and 2014, and the period when the cash flows will be generated:

 

  As of December 31, 2015
 

Within 1

year

Between 1 and 3

years

Between 3 and 6

years

Over 6

years

Total
  MCh$ MCh$ MCh$ MCh$ MCh$
Hedged item            
Loans and accounts receivables from customers          
Mortgage loans 8,098,639 157,462 158,649 - 8,414,750
Commercial loans 564,800 - - - 564,800
Available for sale investments          
Yankee bond - - 80,078 585,386 665,464
Chilean Central Bank bonds 123,962 20,467 - - 144,429
Time deposits 50,023 - - - 50,023
Issued debt instruments          
Senior bonds (variable rate) 963,829 1,176,383 - - 2,140,212
Senior bonds (fixed rate) - - 14,036 202,562 216,598
Interbank borrowings          
Interbank loans 1,924,937 325,497 - - 2,250,434
Total 11,726,190 1,679,809 252,763 787,948 14,446,710
Hedging instrument          
Cross currency swaps 11,726,190 1,679,809 252,763 787,948 14,446,710
Total 11,726,190 1,679,809 252,763 787,948 14,446,710

 

 

  As of December 31, 2014
 

Within 1

year

Between 1 and 3

years

Between 3 and 6

years

Over 6

years

Total
  MCh$ MCh$ MCh$ MCh$ MCh$
Hedged item            
Loans and accounts receivables from customers          
Mortgage loans 10,078 78,927 - - 89,005
Commercial loans - - - - -
Available for sale investments          
Yankee bond - - - 287,078 287,078
Chilean Central Bank bonds 11,448 11,509 - - 22,957
Time deposits 289,819 - - - 289,819
Issued debt instruments          
Senior bonds (variable rate) - 882,875 152,083 - 1,034,958
Senior bonds (fixed rate) - - - - -
Interbank borrowings          
Interbank loans 550,539 314,811 - - 865,350
Total 861,884 1,288,122 152,083 287,078 2,589,167
Hedging instrument          
Cross currency swaps 861,884 1,288,122 152,083 287,078 2,589,167
Total 861,884 1,288,122 152,083 287,078 2,589,167

F-52 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING, continued

 

Below is an estimate of the periods in which flows are expected to be produced:

 

b.1)Forecasted cash flows for interest rate risk:

 

  As of December 31, 2015
 

Within 1

year

Between 1 and 3 years Between 3 and 6 years

Over 6

years

Total
  MCh$ MCh$ MCh$ MCh$ MCh$
Hedged item          
Inflows 69,477 23,003 9,466 4,661 106,607
Outflows (40,521) (25,018) (6,216) (650) (72,405)
Net flows 28,956 (2,015) 3,250 4,011 34,202
           
Hedging instrument          
Inflows 40,521 25,018 6,216 650 72,405
Outflows (*) (69,477) (23,003) (9,466) (4,661) (106,607)
Net flows (28,956) 2,015 (3,250) (4,011) (34,202)

 

(*) Only includes cash flow forecast portion of the hedge instruments used to cover interest rate risk.

 

  As of December 31, 2014
 

Within 1

year

Between 1 and 3 years Between 3 and 6 years

Over 6

years

Total
  MCh$ MCh$ MCh$ MCh$ MCh$
Hedged item          
Inflows 22,834 26,763 10,039 5,449 65,085
Outflows (27,361) (19,007) (2,186) - (48,554)
Net flows (4,527) 7,756 7,853 5,449 16,531
           
Hedging instrument          
Inflows 27,361 19,007 2,186 - 48,554
Outflows (*) (22,834) (26,763) (10,039) (5,449) (65,085)
Net flows 4,527 (7,756) (7,853) (5,449) (16,531)

 

(*) Only includes cash flow forecast portion of the hedge instruments used to cover interest rate risk.

 

F-53 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING, continued

 

b.2)Forecasted cash flows for inflation risk:

 

  As of December 31, 2015
 

Within

1 year

Between 1 and 3

years

Between 3 and 6 years

Over 6

years

Total
  MCh$ MCh$ MCh$ MCh$ MCh$
Hedged item          
Inflows 147,374 10,554 - - 157,928
Outflows - - - - -
Net flows 147,374 10,554 - - 157,928
           
Hedging instrument          
Inflows - - - - -
Outflows (147,374) (10,554) - - (157,928)
Net flows (147,374) (10,554) - - (157,928)

 

 

  As of December 31, 2014
 

Within

1 year

Between 1 and 3

years

Between 3 and 6 years

Over 6

years

Total
  MCh$ MCh$ MCh$ MCh$ MCh$
Hedged item          
Inflows 62,551 39,579 - - 102,130
Outflows - - - - -
Net flows 62,551 39,579 - - 102,130
           
Hedging instrument          
Inflows - - - - -
Outflows (62,551) (39,579) - - (102,130)
Net flows (62,551) (39,579) - - (102,130)

 

F-54 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING, continued

 

b.3)Forecasted cash flows for exchange rate risk:

 

Asof December 31, 2015 and 2014 the Bank has no forecasted cash flows for exchange rate risk.

 

c)The accumulated effect of the mark to market adjustment of cash flow hedges produced by hedge instruments used in hedged cash flow was recorded in the Consolidated Statement of Changes in Equity, specifically within Other comprehensive income, as of December 31, 2015 and 2014, is as follows:

 

    As of December 31,
Hedged item   2015   2014
    MCh$   MCh$
         
Interbank loans   2,700   4,208
Issued debt instruments   2,462   5,981
Available for sale investments   573   (726)
Loans and accounts receivable from customers   2,891   1,262
Net flows   8,626   10,725

 

 

Since the inflows and outflows for both the hedged element and the hedging instrument mirror each other, the hedges are nearly 100% effective, which means that the fluctuations of fair value attributable to risk components are almost completely offset.

 

During the year, the Bank did not have any cash flow hedges of forecast transactions.

 

F-55 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 07

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING, continued

 

d)Below is a presentation of income generated by cash flow hedges amount that were reclassified from other comprehensive income to income for the year:

 

 

  For the years ended December 31,  
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Bond hedging derivatives 6   (16)   (33)
Interbank loans hedging derivatives -   446   1,550
           
Cash flow hedge net income 6   430   1,517

See Note 23 - Equity, letter e)

 

e)Net investment hedges in foreign operations:

 

As of December 31, 2015 and 2014, the Bank does not have any foreign net investment hedges in its hedge accounting portfolio.

 

F-56 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 08

INTERBANK LOANS

 

a)As of December 31, 2015 and 2014, balances of “Interbank loans” are as follows:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Domestic banks      
Loans and advances to banks -   -
Deposits in the Central Bank of Chile -   -
Non-transferable Chilean Central Bank Bonds -   -
Other Central Bank of Chile loans -   -
Interbank loans 14   44
Overdrafts in checking accounts -   -
Non-transferable domestic bank loans -   -
Other domestic bank loans 36   -
Allowances and impairment for domestic bank loans -   -
       
Foreign Interbank Loans      
Interbank loans – Foreign 10,827   11,899
Overdrafts in checking accounts     -
Non-transferable foreign bank deposits     -
Other foreign bank loans     -
Provisions and impairment for foreign bank loans (1,166)   (1)
       
Total 9,711   11,942

 

b)The amount in each period for provisions and impairment of interbank loans is shown below:

 

  As of December 31,
  2015   2014
Domestic banks

Foreign

banks

Total   Domestic banks Foreign banks Total
MCh$ MCh$ MCh$   MCh$ MCh$ MCh$
               
Balance as of January 1 - 1 1   - 495 495
Charge-offs - - -   - - -
Provisions established 141 1,216 1,357   - 60 60
Provisions released (141) (51) (192)   - (554) (554)
               
Total - 1,166 1,166   - 1 1

 

F-57 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS

 

a)Loans and accounts receivable from customers

 

As of December 31, 2015 and 2014, the composition of the loan portfolio is as follows:

 

As of December 31, 2015

Assets before allowances   Allowances established    

Normal

portfolio

Impaired

portfolio

Total   Individual allowances Group allowances Total  

Assets

net balance

MCh$ MCh$ MCh$   MCh$ MCh$ MCh$   MCh$
                   
Commercial loans                  
Commercial loans   8,262,693 722,759 8,985,452   159,635 145,830 305,465   8,679,987
Foreign trade loans   2,077,598 74,972 2,152,570   65,631 1,473 67,104   2,085,466
Checking accounts debtors 221,796 12,927 234,723   2,665 7,204 9,869   224,854
Factoring transactions 270,272 5,375 275,647   5,194 761 5,955   269,692
Leasing transactions 1,430,470 103,722 1,534,192   18,810 6,627 25,437   1,508,755
Other loans and account receivable 121,647 22,128 143,775   4,570 12,801 17,371   126,404
Subtotal 12,384,476 941,883 13,326,359   256,505 174,696 431,201   12,895,158
                   
Mortgage loans                  
Loans with mortgage finance bonds 42,263 1,765 44,028   - 336 336   43,692
Mortgage mutual loans   131,118 2,987 134,105   - 848 848   133,257
Other mortgage mutual loans   7,243,322 391,395 7,634,717   - 61,243 61,243   7,573,474
Subtotal 7,416,703 396,147 7,812,850   - 62,427 62,427   7,750,423
                   
Consumer loans                  
Installment consumer loans 2,167,378 302,268 2,469,646   - 215,914 215,914   2,253,732
Credit card balances 1,410,036 24,573 1,434,609   - 43,159 43,159   1,391,450
Leasing transactions 5,383 77 5,460   - 79 79   5,381
Other consumer loans   236,564 4,392 240,956   - 8,355 8,355   232,601
Subtotal 3,819,361 331,310 4,150,671   - 267,507 267,507   3,883,164
                   
Total 23,620,540 1,669,340 25,289,880   256,505 504,630 761,135  

24,528,745

 

F-58 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

As of December 31, 2014

 

Assets before allowances   Allowances established    

Normal

portfolio

Impaired

portfolio

Total   Individual allowances Group allowances Total  

Assets

net balance

MCh$ MCh$ MCh$   MCh$ MCh$ MCh$   MCh$
                   
Commercial loans                  
Commercial loans   7,674,710 650,239 8,324,949   129,739 139,446 269,185   8,055,764
Foreign trade loans   1,689,242 96,990 1,786,232   55,522 1,278 56,800   1,729,432
Checking accounts debtors 253,704 12,527 266,231   3,552 6,457 10,009   256,222
Factoring transactions 324,388 3,453 327,841   4,143 725 4,868   322,973
Leasing transactions 1,391,370 98,014 1,489,384   16,971 6,763 23,734   1,465,650
Other loans and account receivable 113,722 21,941 135,663   5,925 11,028 16,953   118,710
Subtotal 11,447,136 883,164 12,330,300   215,852 165,697 381,549   11,948,751
                   
Mortgage loans                  
Loans with mortgage finance bonds 55,040 2,316 57,356   - 353 353   57,003
Mortgage mutual loans   113,741 2,409 116,150   - 552 552   115,598
Other mortgage mutual loans   6,092,647 365,878 6,458,525   - 47,839 47,839   6,410,686
Subtotal 6,261,428 370,603 6,632,031   - 48,744 48,744   6,583,287
                   
Consumer loans                  
Installment consumer loans 1,989,755 331,020 2,320,775   - 201,931 201,931   2,118,844
Credit card balances 1,335,268 27,319 1,362,587   - 44,050 44,050   1,318,537
Leasing transactions 5,187 83 5,270   - 80 80   5,190
Other consumer loans   224,681 5,062 229,743   - 7,962 7,962   221,781
Subtotal 3,554,891 363,484 3,918,375   - 254,023 254,023   3,664,352
                   
Total 21,263,455 1,617,251 22,880,706   215,852 468,464 684,316   22,196,390

 

F-59 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

b)Portfolio characteristics:

 

As of December 31, 2015 and 2014 the portfolio before allowances is as follows, by customer’s economic activity:

 

  Domestic loans (*)   Foreign interbank loans (**)   Total loans   Distribution percentage
  As of December 31   As of December 31,   As of December 31,   As of December 31,
  2015 2014   2015 2014   2015 2014   2015 2014
  MCh$ MCh$   MCh$ MCh$   MCh$ MCh$   % %
Commercial loans                      
Manufacturing 1,171,830 1,126,268   - -   1,171,830 1,126,268   4.63 4.92
Mining 510,467 428,847   - -   510,467 428,847   2.02 1.87
Electricity, gas, and water 454,456 567,548   - -   454,456 567,548   1.80 2.48
Agriculture and livestock 1,019,922 871,247   - -   1,019,922 871,247   4.03 3.81
Forest 96,069 98,039   - -   96,069 98,039   0.38 0.43
Fishing 344,496 256,818   - -   344,496 256,818   1.36 1.12
Transport 876,329 758,339   - -   876,329 758,339   3.46 3.31
Communications 160,135 167,004   - -   160,135 167,004   0.63 0.73
Construction 1,462,535 1,365,841   - -   1,462,535 1,365,841   5.78 5.97
Commerce 3,050,663 2,773,410   10,827 11,899   3,061,490 2,785,309   12.10 12.17
Services 483,516 469,141   - -   483,516 469,141   1.91 2.05
Other 3,695,991 3,447,842   - -   3,695,991 3,447,842   14.61 15.06
                       
Subtotal 13,326,409 12,330,344   10,827 11,899   13,337,236 12,342,243   52.71 53.92
                       
Mortgage loans 7,812,850 6,632,031   - -   7,812,850 6,632,031   30.88 28.97
                       
Consumer loans 4,150,671 3,918,375   - -   4,150,671 3,918,375   16.41 17.11
                       
Total 25,289,930 22,880,750   10,827 11,899   25,300,757 22,892,649   100.00 100.00

 

(*)Includes domestic interbank loans for Ch$ 50 million as of December 31, 2015 (Ch$44 million as of December 31, 2014), see Note 8.

 

(**)Includes foreign interbank loans for Ch$ 10,827 million as of December 31, 2015 (Ch$11,899 million as of December 31, 2014), see Note 8.

 

F-60 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

c)Impaired Portfolio

 

i)As of December 31, 2015 and 2014, the impaired portfolio is as follows:

 

 

As of December 31,

  2015   2014
  Commercial   Mortgage   Consumer   Total   Commercial   Mortgage   Consumer   Total
  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$
Individual impaired portfolio 486,685       486,685   420,038   -   -   420,038
Non-performing loans (collectively evaluated) 346,868   183,133   113,467   643,468   367,791   179,417   97,119   644,327
Other impaired portfolio 108,330   213,014   217,843   539,187   95,335   191,186   266,365   552,886
Total 941,883   396,147   331,310   1,669,340   883,164   370,603   363,484   1,617,251

 

ii)The impaired portfolio with or without guarantee as of December 31, 2015 and 2014 is as follows:

 

 

As of December 31, 

  2015   2014
  Commercial   Mortgage   Consumer   Total   Commercial   Mortgage   Consumer   Total
  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$
Secured debt 410,700   362,326   42,244   815,270   408,759   341,860   48,133   798,752
Unsecured debt 531,183   33,821   289,066   854,070   474,405   28,743   315,351   818,499
Total 941,883   396,147   331,310   1,669,340   883,164   370,603   363,484   1,617,251

 

iii)The portfolio of non-performing loans as of December 31, 2015 and 2014 is as follows:

 

 

As of December 31,

  2015   2014
  Commercial   Mortgage   Consumer   Total   Commercial   Mortgage   Consumer   Total
  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$
Secured debt 115,733   158,854   9,144   283,731   130,999   157,608   8,292   296,899
Unsecured debt 231,135   24,279   104,323   359,737   236,792   21,809   88,827   347,428
Total 346,868   183,133   113,467   643,468   367,791   179,417   97,119   644,327

 

F-61 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

d)Allowances

 

The changes in allowance balances during 2015, 2014 and 2013 are as follows:

 

Activity during 2015

Commercial

loans

Mortgage

loans

Consumer

loans

Total
  Individual Group Group Group
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balance as of January 1, 2015 215,852 165,697 48,744 254,023 684,316
Allowances established (1) 124,968 77,723 23,416 145,382 371,489
Allowances released (2) (46,614) (17,885) (7,205) (18,126) (89,830)
Allowances released due to charge-off (3) (37,701) (50,839) (2,528) (113,772) (204,840)
Balances as of December 31, 2015 256,505 174,696 62,427 267,507 761,135

 

 

Activity during 2014

Commercial

loans

Mortgage

loans

Consumer

loans

Total
  Individual Group Group Group
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balance as of January 1, 2014 206,377 100,170 43,306 264,585 614,438
Allowances established (1) 52,240 99,648 14,959 129,410 296,257
Allowances released (2) (15,903) (7,127) (6,561) (38,275) (67,866)
Allowances released due to charge-off (3) (26,862) (26,994) (2,960) (101,697) (158,513)
Balances as of December 31, 2014 215,852 165,697  48,744 254,023 684,316

 

 

Activity during 2013

Commercial

loans

Mortgage

loans

Consumer

loans

Total
  Individual Group Group Group
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balance as of January 1, 2013 154,702 95,938 35,990 263,259 549,889
Allowances established (1) 92,008 36,724 21,314 155,921 305,967
Allowances released (2) (22,014) (11,151) (9,216) (35,482) (77,863)
Allowances released due to charge-off (3) (18,319) (21,341) (4,782) (119,113) (163,555)
Balances as of December 31, 2013 206,377 100,170 43,306 264,585 614,438

 

(1)Represents gross allowances made in respect of increased risk of loss during the period and loan growth.

(2)Represents the gross amount of loan loss allowances released during the year as a consequence of reduction in the level of risk existing in the loan portfolio, including as a result of improvement in the credit risk classification of borrowers and loans paid.

(3)Represents the gross amount of loan loss allowances removed due to charge-off.

 

F-62 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

e)Recoveries by type of loan

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Commercial loans  26,032   16,947   14,545
Consumer loans  35,565   36,908   36,004
Residential mortgage loans  6,543   5,122   4,735
Total 68,140   58,977   55,284

 

Recoveries of loans previously charged off are recognized as income in the line item “Provision for loans losses”. We only recognize as a recovery interest and/or principal paid in cash in connection with a loan that has already been charged-off in its entirety. Such recoveries do not have an impact on our allowance for loan losses as these recoveries are for loans that have been already charged-off and recognized as a loss in our income statement and are no longer on-balance sheet.

 

f)Allowances established on customer and interbank loans

 

The following chart shows the balance of allowances established, associated with credits granted to customers and banks:

 

  As of December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Customers loans 371,489   296,257   305,967
Interbank loans 1,357   60   455
Total

372,846

  296,317   306,422

 

F-63 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

g)Portfolio by its impaired and non-impaired status.

 

  As of December 31, 2015
  Non-impaired Impaired Portfolio total
  Commercial Mortgage Consumer

Total non

impaired

Commercial Mortgage Consumer

Total

impaired

Commercial Mortgage Consumer

Total

portfolio

  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
                         
Current portfolio 12,207,967 7,125,404 3,617,676 22,951,047 441,308 146,909 134,700 722,917 12,649,275 7,272,313 3,752,376 23,673,964
Overdue for 1-29 days 98,692 80,621 120,912 300,225 61,626 11,990 45,280 118,896 160,318 92,611 166,192 419,121
Overdue for 30-89 days 77,817 210,678 80,773 369,268 108,743 61,962 59,754 230,459 186,560 272,640 140,527 599,727
Overdue for 90 days or more - - - - 330,206 175,286 91,576 597,068 330,206 175,286 91,576 597,068
                         
Total portfolio before allowances 12,384,476 7,416,703 3,819,361 23,620,540 941,883 396,147 331,310 1,669,340 13,326,359 7,812,850 4,150,671 25,289,880
                         
Overdue loans (less than 90 days) presented as portfolio percentage 1.43% 3.93% 5.28% 2.83% 18.09% 18.67% 31.70% 20.93% 2.60% 4.68% 7.39% 4.03%
                         
Overdue loans (90 days or more) presented as portfolio percentage. - - - - 35.06% 44.25% 27.64% 35.77% 2.48% 2.24% 2.21% 2.36%

 

F-64 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

  As of December 31, 2014
  Non-impaired Impaired Portfolio total
  Commercial Mortgage Consumer

Total non

impaired

Commercial Mortgage Consumer

Total

impaired

Commercial Mortgage Consumer

Total

portfolio

  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
                         
Current portfolio 11,225,562 5,959,902 3,361,922 20,547,386 374,316 129,185 160,292 663,793 11,599,878 6,089,087 3,522,214 21,211,179
Overdue for 1-29 days 136,012 94,212 116,315 346,539 38,909 18,164 53,921 110,994 174,921 112,376 170,236 457,533
Overdue for 30-89 days 85,562 207,314 76,654 369,530 107,093 51,435 60,676 219,204 192,655 258,749 137,330 588,734
Overdue for 90 days or more - - - - 362,846 171,819 88,595 623,260 362,846 171,819 88,595 623,260
                         
Total portfolio before allowances 11,447,136 6,261,428 3,554,891 21,263,455 883,164 370,603 363,484 1,617,251 12,330,300 6,632,031 3,918,375 22,880,706
                         
Overdue loans (less than 90 days) presented as portfolio percentage 1.94% 4.82% 5.43% 3.37% 16.53% 18.78% 31.53% 20.42% 2.98% 5.60% 7.85% 4.57%
                         
Overdue loans (90 days or more) presented as portfolio percentage. - - - - 41.08% 46.36% 24.37% 38.54% 2.94% 2.59% 2.26% 2.72%

 

F-65 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 09

LOANS AND ACCOUNTS RECEIVABLE FROM CUSTOMERS, continued

 

Reconciliation of overdue loans with non-performing loans

 

  As of December 31, 2015
  Commercial   Mortgage   Consumer   Total
  MCh$   MCh$   MCh$    
               
Overdue loans  330,206    175,286    91,576    597,068
Loans with not overdue but classified as non-performing loans  16,662    7,847    21,891    46,400
Total  346,868    183,133    113,467   643,468

 

 

  As of December 31, 2014
  Commercial   Mortgage   Consumer   Total
  MCh$   MCh$   MCh$    
               
Overdue loans 362,846   171,819   88,595   623,260
Loans with not overdue but classified as non-performing loans 4,945   7,598   8,524   21,067

Total

367,791   179,417   97,119   644,327

 

F-66 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 10

AVAILABLE FOR SALE INVESTMENTS

 

As of December 31, 2015 and 2014,detail of instruments deemed as available for sale investments is as follows:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Chilean central bank and government securities      
Chilean central bank bonds          687,292   381,117
Chilean central bank notes                  -      384
Other Chilean central bank and government securities          145,603   353,419
Subtotal          832,895   734,920
Other Chilean securities      
Time deposits in Chilean financial institutions          712,859   590,382
Mortgage finance bonds of Chilean financial institutions           29,025   31,693
Chilean financial institution bonds                  -      -
Chilean corporate bonds                  -      -
Other Chilean securities                  -      -
Subtotal          741,884   622,075
Foreign financial securities      
Foreign Central Banks and Government securities                  -      -
Other foreign financial securities          469,632   294,603
Subtotal          469,632   294,603
       
Total       2,044,411   1,651,598

 

As of December 31, 2015 and 2014, the line item Chilean central bank and government securities item includes securities sold under repurchase agreements to clients and financial institutions for Ch$ 72,901 and Ch$ 116,475 million, respectively.

 

As of December 31, 2015 and 2014, the line item Other Chilean securities includes securities sold to customers and financial institutions under repurchase agreements totaling Ch$ 68,321 and Ch$ 275,675 million, respectively.

 

As of December 31, 2015 available for sale investments included a cumulative net unrealized loss of Ch$7,093 million, recorded as a “Valuation adjustment” in Equity, distributed between Ch$6,965 million attributable to the equity holders of the Bank and Ch$128 million attributable to non-controlling interest.

 

As of December 31, 2014 available for sale investments included a cumulative net unrealized profit of Ch$ 21,684 million, recorded as a “Valuation adjustment” in Equity, distributed between a profit of Ch$ 21,680 million attributable to the equity holders of the Bank and a profit of Ch$ 4 million attributable to non-controlling interest.

 

F-67 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 10

AVAILABLE FOR SALE INVESTMENTS, continued

 

Gross profits and losses realized on the sale of available for sale investments as of December 31, 2015, 2014 and 2013, are as follows:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Sale of available for sale investments generating realized profits 2,627,490   2,064,836   3,826,358
Realized profits 22,473   6,079   9,326
Sale of available for sale investments generating realized losses 346,450   92,620   388,401
Realized losses 72   64   1,098

 

The Bank evaluated those instruments with unrealized losses as of December 31, 2015 and 2014 and concluded they were not impaired. This review consisted of evaluating the economic reasons for any declines, the credit ratings of the securities’ issuers, and the Bank’s intention and ability to hold the securities until the unrealized loss is recovered. Based on this analysis, the Bank believes that there were no significant or prolonged declines nor changes in credit risk which would cause impairment in its investment portfolio, since most of the decline in fair value of these instruments was caused by market conditions which the Bank considers to be temporary. All of the instruments that have unrealized losses as of December 31, 2015 and 2014, were not in a continuous unrealized loss position for more than one year.

 

F-68 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 10

AVAILABLE FOR SALE INVESTMENTS, continued

 

The following charts show the available for sale investments cumulative unrealized profit and loss, as of December 31, 2015 and 2014:

 

As of December 31, 2015:

 

  Less than 12 months   More than 12 months   Total
  Amortized cost Fair value

Unrealized

profit

Unrealized loss   Amortized cost Fair value

Unrealized

profit

Unrealized loss   Amortized cost Fair value

Unrealized

profit

Unrealized loss
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Chilean central bank and government securities                            
Chilean central bank Bonds 692,559 687,292 280 (5,547)   - - - -   692,559 687,292 280 (5,547)
Chilean central bank Notes - - - -   - - - -   - - - -
Other Chilean central bank and government securities 145,778 145,603 541 (716)   - - - -   145,778 145,603 541 (716)
Subtotal 838,337 832,895 821 (6,263)   - - - -   838,337 832,895 821 (6,263)
                             
Other Chilean securities                            
Time deposits in Chilean financial institutions 713,172 712,859 44 (357)   - - - -   713,172 712,859 44 (357)
Mortgage finance bonds of Chilean financial institutions 28,726 29,025 325 (26)   - - - -   28,726 29,025 325 (26)
Chilean financial institution bonds - - - -   - - - -   - - - -
Chilean corporate bonds - - - -   - - - -   - - - -
Other Chilean securities - - - -   - - - -   - - - -
Subtotal 741,898 741,884 369 (383)   - - - -   741,898 741,884 369 (383)
                             
Foreign financial securities                            
Foreign central banks and government securities - - - -   - - - -   - - - -
Other foreign financial securities 471,269 469,632 1,577 (3,214)   - - - -   471,269 469,632 1,577 (3,214)
Subtotal 471,269 469,632 1,577 (3,214)   - - - -   471,269 469,632 1,577 (3,214)
                             
Total 2,051,504 2,044,411 2,767 (9,860)   - - - -   2,051,504 2,044,411 2,767 (9,860)

 

F-69 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 10

AVAILABLE FOR SALE INVESTMENTS, continued

 

As of December 31, 2014:

 

  Less than 12 months   More than 12 months   Total
  Amortized cost Fair value

Unrealized

profit

Unrealized loss   Amortized cost Fair value

Unrealized

profit

Unrealized loss   Amortized cost Fair value

Unrealized

profit

Unrealized loss
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Chilean central bank and government securities                            
Chilean central bank Bonds 370,858 381,117 10,297 (38)   - - - -   370,858 381,117 10,297 (38)
Chilean central bank notes 385 384 - (1)   - - - -   385 384 - (1)
Other Chilean central bank and government securities 343,847 353,419 9,572 -   - - - -   343,847 353,419 9,572 -
Subtotal 715,090 734,920 19,869 (39)   - - - -   715,090 734,920 19,869 (39)
                             
Other Chilean securities                            
Time deposits in Chilean financial institutions 592,398 590,382 600 (2,616)   - - - -   592,398 590,382 600 (2,616)
Mortgage finance bonds of Chilean financial institutions 31,693 31,693 218 (218)   - - - -   31,693 31,693 218 (218)
Chilean financial institution bonds - - - -   - - - -   - - - -
Chilean corporate bonds - - - -   - - - -   - - - -
Other Chilean securities - - - -   - - - -   - - - -
Subtotals 624,091 622,075 818 (2,834)   - - - -   624,091 622,075 818 (2,834)
                             
Foreign financial securities                            
Foreign central banks and government securities - - - -   - - - -   - - - -
Other foreign financial securities 290,733 294,603 3,870 -   - - - -   290,733 294,603 3,870 -
Subtotal 290,733 294,603 3,870 -   - - - -   290,733 294,603 3,870 -
                             
Total 1,629,914 1,651,598 24,557 (2,873)   - - - -   1,629,914 1,651,598 24,557 (2,873)

 

F-70 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 11

INVESTMENTS IN ASSOCIATES AND OTHER COMPANIES

 

a)The Consolidated Statements of Financial Position reflect investments in associates and other companies amounting to Ch$ 20,309 million as of December 31, 2015, Ch$ 17,914 million as of December 31, 2014 and Ch$ 9,681 million as of December 31, 2013, as shown in the following table:

 

                                                         Investment
 

Ownership interest

As of December 31

 

Investment value

As of December 31,

 

Profit and loss

As of December 31,

  2015 2014 2013   2015 2014 2013   2015 2014 2013
  % % %   MCh$ MCh$ MCh$   MCh$ MCh$ MCh$
Company                      
Redbanc S.A. 33.43 33.43 33.43   1,876 1,725 1,513   215 211 139
Transbank S.A. (1) 25.00 25.00 25.00   10,201 8,646 1,309   1,256 1,022 9
Centro de Compensación Automatizado 33.33 33.33 33.33   1,105 894 673   212 220 125
Sociedad Interbancaria de Depósito de Valores S.A. 29.29 29.29 29.28   794 745 585   213 170 112
Cámara de Compensación de Alto Valor S.A. (2) 14.23 14.14 14.14   768 709 673   127 107 63
Administrador Financiero del Transantiago S.A. 20.00 20.00 20.00   2,552 2,229 1,947   323 282 732
Sociedad Nexus S.A. 12.90 12.90 12.90   1,290 1,123 972   225 195 145
Servicios de Infraestructura de Mercado OTC S.A. 11.11 11.11 11.11   1,138 1,258 1,424   (115) (172) (16)
Subtotal         19,724 17,329 9,096   2,456 2,035 1,309
Shares or rights in other companies (*)                      
Bladex         136  136 136   25  20 16
Stock Exchanges         417  425 417   107  110 97
Others         32  24 32   - - -
Total         20,309 17,914 9,681   2,588 2,165 1,422

 

(*)Investments in associates and other companies do not have market prices

 

(1)A capital increase was agreed in the Transbank’s Extraordinary Shareholders’ Meeting held in April 2015. Banco Santander participated in proportion to its ownership share (25%).

 

(2)In October 2015, HSBC Bank Chile sold its participation in Sociedad Operadora de la Cámara de Compensación de Pagos de Alto Valor S.A. to Banco Santander. This transaction increased the Bank’s participation to 14.23%. See Note 1.

 

F-71 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 11

INVESTMENTS IN ASSOCIATES AND OTHER COMPANIES, continued

 

b)Summary of financial information of associates as of and for the years ended December 31, 2015, 2014 and 2013:

 

                                                                                                     As of December 31,  
  2015   2014   2013
        Net income         Net income         Net income
Assets Liabilities Equity Assets Liabilities Equity   Assets Liabilities Equity
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Centro de Compensación Automatizado 5,148 1,897 2,616 635   3,731 1,117 1,953 661   2,994 1,012 1,606 376
Redbanc S.A. 20,296 14,877 4,777 642   19,215 14,246 4,336 633   18,023 13,622 3,984 417
Transbank S.A. 601,627 561,325 35,278 5,024   535,507 501,330 30,088 4,089   483,004 477,772 5,196 36
Sociedad Interbancaria de Depósito de Valores S.A. 2,714 58 2,093 563   2,715 314 1,863 538   2,113 20 1,711 382
Sociedad Nexus S.A. 23,153 13,682 7,730 1,741   14,438 6,185 6,745 1,508   13,309 6,112 6,075 1,122
Servicios de Infraestructura de Mercado OTC S.A. 17,631 7,800 10,869 (1,038)   12,001 1,094 12,603 (1,696)   14,608 3,188 11,560 (140)
Administrador Financiero del Transantiago S.A. 42,518  29,760  11,145  1,613    70,302 59,157 9,737 1,408   63,981 54,244 6,076 3,661
Cámara de Compensación de Alto Valor S.A. 5,730 775 4,066 889   5,278 636 3,901 741   5,435 906 4,085 444
Total 718,817 630,174 78,574 10,069   663,187 584,079 71,226 7,882   603,467 556,876 40,293 6,298

 

c)Restrictions over the ability of associated companies to transfer funds to investors.

 

There are no significant restrictions regarding the capacity of associates to transfer funds, whether in cash dividends, refund of loans, or advance payments to the Bank.

 

d)Activity with respect to investments in other companies during 2015, 2014 and 2013, is as follows:

 

  As of December 31,
  2015 2014   2013
  MCh$ MCh$   MCh$
         
Opening balance as of January 1, 17,914 9,681   7,614
Acquisition of investments (*) 302 6,313   1,440
Sale of investments - -   -
Participation in income 2,588 2,165   1,422
Dividends received (278) (119)   (663)
Other equity adjustments (217) (126)   (132)
         
Total 20,309 17,914   9,681

 

(*)See reference (1) of part a) of this note.

 

F-72 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 12

INTANGIBLE ASSETS

 

a)As of December 31, 2015 and 2014, the composition of intangible assets is as follows:

 

        As of December 31, 2015
 

Years of

useful

life

Average remaining useful life

Net opening balance as of

January 1, 2015

Gross balance Accumulated amortization Net balance
      MCh$ MCh$ MCh$ MCh$
             
Licenses 3 2 2,006 10,932 (8,872) 2,060
Software development 3 2 38,977 259,500 (210,423) 49,077
             
Total     40,983 270,432 (219,295) 51,137

 

 

        As of December 31, 2014
 

Years of

useful 

life

Average remaining useful life

Net opening balance as of

January 1, 2014

Gross balance Accumulated amortization Net balance
      MCh$ MCh$ MCh$ MCh$
             
Licenses 3 2 2,197 10,441 (8,435) 2,006
Software development 3 2 64,506 232,418 (193,441) 38,977
             
Total     66,703 242,859 (201,876) 40,983

 

b)The changes in the value of intangible assets during the periods ended December 31, 2015 and December 31, 2014 is as follows:

 

b.1) Gross balance

 

Gross balances Licenses Software development Total
  MCh$ MCh$ MCh$
       
Balances as of January 1, 2015 10,441 232,418 242,859
Acquisitions 491 27,082 27,573
Disposals and impairment - - -
Other - - -
Balances as of December 31, 2015 10,932 259,500 270,432
       
Balances as of January 1, 2014 9,955 242,023 251,978
Acquisitions 486 26,951 27,437
Disposals and impairment - (36,556) (36,556)
Other - - -
Balances as of December 31, 2014 10,441 232,418 242,859

 

F-73 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 12

INTANGIBLE ASSETS, continued

 

b.2) Accumulated amortization

 

Accumulated amortization Licenses Software development Total
  MCh$ MCh$ MCh$
       
Balances as of January 1, 2015 (8,435) (193,441) (201,876)
Year’s amortization (437) (16,982) (17,419)
Other changes - - -
Balances as of December 31, 2015 (8,872) (210,423) (219,295)
       
Balances as of January 1, 2014 (7,758) (177,517) (185,275)
Year’s amortization (677) (15,924) (16,601)
Other changes - - -
Balances as of December 31, 2014 (8,435) (193,441) (201,876)

 

c)The Bank has no restriction on intangible assets as of December 31, 2015 and 2014. Additionally, the intangibles assets have not been pledged as guarantee for fulfillment of financial liabilities. Also, the Bank has no debt related to Intangible assets as of those dates.

 

F-74 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 13

PROPERTY, PLANT, AND EQUIPMENT

 

a)As of December 31, 2015 and 2014, the composition of property, plant, and equipment balances are composed as follows:

 

    As of December 31, 2015
 

Net opening balance as of

January 1, 2015

Gross 

balance

Accumulated depreciation

Net

balance

  MCh$ MCh$ MCh$ MCh$
         
Land and buildings 142,596 237,449 (79,015) 158,434
Equipment 49,100 137,621 (77,713) 59,908
Ceded under operating leases 4,250 4,888 (650) 4,238
Other 15,615 51,482 (33,403) 18,079
Total 211,561 431,440 (190,781) 240,659

 

 

    As of December 31, 2014
 

Net opening balance as of

January 1, 2014

Gross

balance

Accumulated depreciation

Net

balance

  MCh$ MCh$ MCh$ MCh$
         
Land and buildings 128,119 209,668 (67,072) 142,596
Equipment 38,841 108,416 (59,316) 49,100
Ceded under operating leases 4,329 4,888 (638) 4,250
Other 8,926 43,499 (27,884) 15,615
Total

180,215

366,471 (154,910) 211,561

 

b)The changes in the value of property, plant, and equipment as of December 31, 2015 and December 31, 2014 is as follows:

 

b.1) Gross balance

 

2015 Land and buildings Equipment Ceded under operating leases Other Total
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balances as of January 1, 2015 209,668 108,416 4,888 43,499 366,471
Additions 27,781 29,282 - 8,048 65,111
Disposals - (56) - (65) (121)
Impairment due to damage - (21) - - (21)
Other - - - - -
Balances as of December 31, 2015 237,449 137,621 4,888 51,482 431,440

 

F-75 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 13

PROPERTY, PLANT, AND EQUIPMENT, continued

 

2014 Land and buildings Equipment Ceded under operating leases Other Total
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balances as of January 1, 2014 184,711 85,857 4,888 32,207 307,663
Additions 24,957 22,785 - 11,346 59,088
Disposals - (118) - (54) (172)
Impairment due to damage - (108) - - (108)
Other - - - - -
Balances as of December 31, 2014 209,668 108,416 4,888 43,499 366,471

 

b.2) Accumulated depreciation

 

2015 Land and buildings Equipment Ceded under operating leases Other Total
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balances as of January 1, 2015 (67,073) (59,316) (638) (27,883) (154,910)
Depreciation charges in the period (11,966) (18,417) (12) (5,800) (36,195)
Sales and disposals in the period 24 20 - 280 324
Transfers - - - - -
Other - - - - -
Balances as of December 31, 2015 (79,015) (77,713) (650) (33,403) (190,781)

 

 

2014 Land and buildings Equipment Ceded under operating leases Other Total
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balances as of January 1, 2014 (56,592) (47,016) (559) (23,281) (127,448)
Depreciation charges in the period (10,483) (12,331) (79) (4,678) (27,571)
Sales and disposals in the period 2 31 - 76 109
Transfers - - - - -
Other - - - - -
Balances as of December 31, 2014 (67,073) (59,316) (638) (27,883) (154,910)

 

F-76 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 13

PROPERTY, PLANT, AND EQUIPMENT, continued

 

c)Operational leases – lessor

 

As of December 31, 2015 and 2014, the future minimum lease cash inflows under non-cancellable operating leases are as follows:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Due within 1 year 465   453
Due after 1 year but within 2 years 1,057   1,140
Due after 2 years but within 3 years 465   278
Due after 3 years but within 4 years 462   278
Due after 4 years but within 5 years 440   276
Due after 5 years 2,322   1,755
       
Total 5,211   4,180

 

d)Operational leases – lessee

 

Certain Bank’s premises and equipment are leased under various operating leases. Future minimum rental payments under non-cancellable leases are as follows:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Due within 1 year 22,303   19,225
Due after 1 year but within 2 years 20,862   17,509
Due after 2 year but within 3 years 19,499   16,416
Due after 3 years but within 4 years 17,215   15,206
Due after 4 years but within 5 years 14,154   13,012
Due after 5 years 55,561   58,213
       
Total 149,594   139,581

 

e)As of December 31, 2015 and 2014, the Bank has no financial leases which cannot be unilaterally rescinded.

 

f)The Bank has no restriction on property, plant and equipment as of December 31, 2015 and 2014. Additionally, the property, plant and equipment have not been provided as guarantees of financial liabilities. The Bank has no debt in connection with property, plant and equipment.

 

F-77 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 14

CURRENT AND DEFERRED TAXES

 

a)Current taxes

 

As of December 31, 2015 and 2014, the Bank recognizes taxes payable (recoverable), which is determined based on the currently applicable tax legislation. This amount is recorded net of recoverable taxes, and is shown as follows:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Summary of current tax liabilities (assets)      
Current tax (assets) -   (2,241)
Current tax liabilities 17,796   1,077
       
Total tax payable (recoverable) 17,796   (1,164)
       
(Assets) liabilities current taxes detail (net)      
Income tax, tax rate(*) 121,775   122,150
Minus:      
Provisional monthly payments (96,319)   (115,743)
Credit for training expenses   (1,851)   (1,764)
Land taxes leasing (3,853)   (3,357)
Grant credits (1,326)   (1,587)
Other (630)   (863)
       
Total tax payable (recoverable) 17,796   (1,164)
         

(*)The tax rate is 22.5% for 2015 and 21% for 2014.

 

b)Effect on income

 

The effect of tax expense on income for the years ended December 31, 2015 and 2014 is comprised of the following items:

 

  As of December 31,
  2015   2014
MCh$   MCh$
       
Income tax expense      
Current tax 121,775   122,150
       
Credits (debits) for deferred taxes      
Origination and reversal of temporary differences (45,672)   (72,244)
Subtotals 76,103   49,906
Tax for rejected expenses (Article No.21) 340   746
Other (48)   398
Net charges for income tax expense 76,395   51,050

 

 

F-78 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 14

CURRENT AND DEFERRED TAXES, continued:

 

c)Effective tax rate reconciliation

 

The reconciliation between the income tax rate and the effective rate applied in determining tax expenses as of December 31, 2015 and 2014, is as follows:

 

  As of December 31,
  2015   2014
 

Tax

rate

  Amount

Tax

rate

  Amount
  %   MCh$   %   MCh$
               
Tax calculated over profit before tax 22.50   118,828   21.00   131,657
Permanent differences (5.42)   (28,630)   (6.18)   (38,724)
Single penalty tax (rejected expenses) 0.06   340   0.12   746
Effect of tax reform changes on deferred tax (2.01)   (10,600)   (6.26)   (39,262)
Real estate taxes (0.73)   (3,853)   (0.54)   (3,357)
Other 0.06   310   -   (10)
Effective rates and expenses for income tax 14.46   76,395   8.14   51,050

 

d)Effect of deferred taxes on comprehensive income

 

Below is a summary of the separate effect of deferred tax on other comprehensive income, showing the asset and liability balances, for the years ended December 31, 2015 and 2014:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Deferred tax assets      
  Available for sale investments 1,751   24
  Cash flow hedges (155)   (2,252)
Total deferred tax assets recognized through other comprehensive income 1,596   (2,228)
       
Deferred tax liabilities      
  Available for sale investments (155)   (4,578)
  Cash flow hedges (1,785)   -
Total deferred tax liabilities recognized through other comprehensive income (1,940)   (4,578)
       
Net deferred tax balances in equity (344)   (6,806)
       
Deferred taxes in equity attributable to equity holders of the Bank (373)   (6,805)
Deferred tax in equity attributable to non-controlling interests 29   (1)

 

F-79 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 14

CURRENT AND DEFERRED TAXES, continued

 

e)Effect of deferred taxes on income

 

As of December 31, 2015 and 2014, the Bank has recorded effects for deferred taxes in the financial statements.

 

Below are the effects of deferred taxes on assets, liabilities and income:

 

  As of December 31,
  2015   2014
MCh$ MCh$
Deferred tax assets      
Interests and adjustments 10,962   10,999
Non-recurring charge-offs 7,839   7,988
Assets received in lieu of payment 1,686   981
Property, plant and equipment 5,408   5,154
Allowance for loan losses 139,777   118,480
Provision for expenses 47,218   25,752
Derivatives 7,481   9,939
Leased assets 69,244   73,886
Subsidiaries tax losses 7,705   7,887
Valuation of investments 9,800   4,895
Other 11,811   8,385
Total deferred tax assets

318,931

 

274,346

       
Deferred tax liabilities      
Depreciation (355)  

(395)

Other (1,611)  

(2,658)

Total deferred tax liabilities (1,966)  

(3,053)

 

f)Summary of deferred tax assets and liabilities

 

Below is a summary of the deferred taxes impact on equity and income.

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Deferred tax assets      
Recognized through other comprehensive income 1,596   (2,228)
Recognized through profit or loss 318,931   274,346
Total deferred tax assets 320,527   272,118
       
Deferred tax liabilities      
Recognized through other comprehensive income (1,940)   (4,578)
Recognized through profit or loss (1,966)   (3,053)
Total deferred tax liabilities (3,906)   (7,631)

 

F-80 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 15

OTHER ASSETS

 

Other assets item includes the following:

 

      As of December 31,
      2015   2014
      MCh$   MCh$
           
Assets for leasing (*)   35,519   66,656
           
Assets received or awarded in lieu of payment        
  Assets received in lieu of payment   15,892   13,354
  Assets awarded at judicial sale   14,938   12,055
  Provision on assets received in lieu of payment or awarded   (5,873)   (3,561)
  Subtotal   24,957   21,848
           
Other assets        
  Guarantee deposits (margin accounts)   649,325   436,717
  Gold investments   443   422
  VAT credit   9,468   11,579
  Income tax recoverable   35,925   38,674
  Prepaid expenses   192,894   204,626
  Assets recovered from leasing for sale   2,214   1,042
  Pension plan assets   1,875   1,857
  Accounts and notes receivable   36,566   47,153
 

Notes receivable through brokerage and simultaneous transactions

  52,798   53,142
  Other receivable assets   11,379   10,251
  Other assets   46,811   33,994
  Subtotal   1,039,698   839,457
           
  Total   1,100,174   927,961
             
(*)Assets available to be granted under the financial leasing agreements.

 

F-81 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 16

TIME DEPOSITS AND OTHER TIME LIABILITIES

 

As of December 31, 2015 and 2014, the composition of the line item time deposits and other liabilities is as follows:

 

    As of December 31,
    2015   2014
MCh$ MCh$
         
Deposits and other demand liabilities        
Checking accounts   5,875,992   5,131,130
Other deposits and demand accounts   577,077   554,785
Other demand liabilities   903,052   794,582
         
Total   7,356,121   6,480,497
         
Time deposits and other time liabilities        
Time deposits   12,065,697   10,303,167
Time savings account   113,562   107,599
Other time liabilities   3,508   3,174
         
Total   12,182,767   10,413,940

 

 

F-82 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 17

INTERBANK BORROWINGS

 

As of December 31, 2015 and 2014 the line item Interbank borrowings is as follows:

 

  As of December 31,
  2015   2014
MCh$ MCh$
Loans from financial institutions and the Central Bank of Chile      
Other obligations with Central Bank of Chile 4   94
Subtotal 4   94
Loans from domestic financial institutions -   66,006
Loans from foreign financial institutions      
Citibank N.A. - New York 272,572   177,246
Mizuho Corporate Bank 260,042   192,522
Sumitomo Mitsui Banking Corporation 169,906   -
Standard Chartered Bank - New York 141,738   206,471
Wells Fargo Bank N.A. – New York 106,328   140,060
Bank of America 70,890   15,331
The Bank of Nova Scotia 60,206   -
The Bank of New York Mellon 52,393   12,184
Barclays Bank PLC London 35,391   -
NTT Docomo Inc. 35,133   -
Wachovia Bank N.A.- Miami 26,668   299
Zurcher Kantonal Bank 21,257   -
European Investment Bank 14,808   12,702
Corporación Andina de Fomento 14,162   -
Banco Santander – Brasil S.A. 7,619   2,459
Banco Santander – Hong Kong 5,106   1,959
Standard Chartered Bank 1,464   -
Bank of China 1,174   737
Unicrédito Italiano - New York 863   225
China Construcción Bank 585   -
Deutsche Bank A.G.- New York 573   269
Banco do Brasil S.A. – London 496   249
Bank of Tokio Mitsubishi 474   -
BNP Paribas S.A. 435   -
ING Bank N.V. - Vienna 303   267
First Union National Bank 290   276
Banca Commerciale Italiana S. P. 280   47
Caixa D’Estalvis i Pensions 243   -
Taipei Bank 214   -
Shinhan Bank 200   -
Banco Bradesco S.A. 177   93
Commerzbank A.G. – Frankfurt 175   425
Commerzbank A.G. – Miami -   6,097
Shanghai Pudong Development 167   -
Banco de Occidente 162   123
Banco de Sabadell S.A. 147   17
Banco Bilbao Vizcaya Argentaria 144   -
Banco Espirito Santo S.A. 142   -
Banco Itaú – Paraguay S.A. 135   1,156
Hua Nan Commercial Bank Ltd. 130   -
Banco del Pichincha 124   -
Fifth Third Bank 123   -
Banca Monte dei Paschi di Siena 123   -
Danske Bank 113   -
Banco Santander – Madrid 112   369
China Guangfa Bank Co. Ltd. 103   -
Finans Bank S.A. 101   -
Banco Surinvest S.A. 96   -
Casa di Risparmo de Padova ER 85   -
Korea Exchange Bank 83   -
J.P. Morgan Chase Bank N.A. - New York 80   385
Kasikom Bank Public Co. Ltd. 79   -
Woori Bank 75   -
Citic Industrial Bank 71   -
Banca Popolare d Vicenza SCPa 68   174
Banco de Crédito del Perú 67   -
Taiwan Business Bank 64   -
Hanvit Bank 61   -

 

F-83 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 17

INTERBANK BORROWINGS, continued

 

  As of December 31
  2015   2014
MCh$ MCh$
Loans from foreign financial institutions      
Bank Mandiri (Persero) 60   -
Banco Popular Español S.A. 59   -
Citibank El Cairo 57   -
Habib Bank 37   -
U.S. Bank 37   1,193
Nordea Bank Danmark 34   -
Banca Nazionale del Lavoro S.P. 30   26
Turk Ekonomi Bank A.S. 29   -
Chang Hwa Commercial Bank Ltd. 28   -
Bank of Taiwan 28   -
Punjab National Bank 26   -
Hang Seng Bank Ltd. 26   -
State Bank of India 25   -
The Toronto Dominion Bank – Toronto 21   73,110
Banco Interamericano de Finanzas 21   -
BBVA Banco Francés S.A. 21   210
Turkiye Halk Bankasi -   22
Banque Generale Du Luxembourg -   237
National Westminster Bank PLC -   145
Yapi Ve KrediI Bankasi A.S. -   363
Banco Sudameris Paraguay S.A. -   308
Banco Interamericano del Desarrollo -   121,575
Bank of Montreal – Toronto -   103,439
HSBC Bank of New York -   30,430
Canadian Imperial Bank of Comm -   24,341
National Bank of Abu Dhabi -   18,235
KFW IPEX Bank GMBH -   12,184
Standard Chartered Bank - Hong Kong -   4,851
Standard Chartered Bank -   228
HSBC Bank USA -   391
Other 2,211   2,071
Subtotal 1,307,570   1,165,501
Total 1,307,574   1,231,601

 

F-84 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 17

INTERBANK BORROWINGS, continued

 

a)Obligations with Central Bank of Chile

 

Debts to the Central Bank of Chile include credit lines for renegotiation of loans and other borrowings. These credit lines were provided by the Central Bank of Chile for renegotiation of loans due to the need to refinance debt as a result of the economic recession and crisis of the banking system in the early 1980s.

 

The outstanding amounts owed to the Central Bank of Chile under these credit lines are as follows:

 

  As of December 31,
  2015   2014
MCh$ MCh$
       
Totals Line of credit for renegotiation with Central Bank of Chile 4   94
       

  

b)Loans from domestic financial institutions

 

These obligations’ maturities are as follows:

 

  As of December 31,
  2015   2014
MCh$ MCh$
       
Due within 1 year -   66,006
Due within 1 and 2 year -   -
Due within 2 and 3 year -   -
Due within 3 and 4 year -   -
Due after 5 years -   -
       
Total loans from domestic financial institutions -   66,006

 

c)Foreign obligations

 

  As of December 31,
  2015   2014
MCh$ MCh$
       
Due within 1 year 868,593   717,416
Due within 1 and 2 year 352,345   242,863
Due within 2 and 3 year 35,390   192,522
Due within 3 and 4 year 35,133   -
Due after 5 years 16,109   12,700
       
Total loans from foreign financial institutions 1,307,570   1,165,501

 

F-85 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 18

ISSUED DEBT INSTRUMENTS AND OTHER FINANCIAL LIABILITIES

 

As of December 31, 2015 and 2014, composition of this item is as follows:

 

  As of December 31,
  2015   2014
MCh$ MCh$
       
Other financial liabilities      
Obligations to public sector 63,921   65,843
Other domestic obligations 152,247   136,021
Foreign obligations 4,359   3,261
Subtotals 220,527   205,125
Issued debt instruments      
Mortgage finance bonds 62,858   81,509
Senior bonds 5,041,636   4,868,487
Mortgage bond 107,582   109,200
Subordinated bonds 745,019   725,916
Subtotals 5,957,095   5,785,112
       
Total 6,177,622   5,990,237

 

Debts classified as current are either demand obligations or will mature in one year or less. All other debts are classified as non-current. The Bank’s debts, both current and non-current, are summarized below:

 

  As of December 31, 2015
Current   Non-current Total
MCh$ MCh$ MCh$
         
Mortgage finance bonds 5,544   57,314 62,858
Senior bonds 796,012   4,245,624 5,041,636
Mortgage bond 4,063   103,519 107,582
Subordinated bonds 6,583   738,436 745,019
Issued debt instruments 812,202   5,144,893 5,957,095
         
Other financial liabilities 136,172   84,355 220,527
         
Total 948,374   5,229,248 6,177,622

 

F-86 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 18

ISSUED DEBT INSTRUMENTS AND OTHER FINANCIAL LIABILITIES, continued

 

  As of December 31, 2014

Current

MCh$

 

Non-current

MCh$

Total

MCh$

         
Mortgage finance bonds 6,561   74,948 81,509
Senior bonds 1,166,602   3,701,885 4,868,487
Mortgage bond 3,778   105,422 109,200
Subordinated bonds 10,451   715,465 725,916
Issued debt instruments 1,187,392   4,597,720 5,785,112
         
Other financial liabilities 120,549   84,576 205,125
         
Total 1,307,941   4,682,296 5,990,237

 

 

a)Mortgage finance bonds

 

These bonds are used to finance mortgage loans. Their principal amounts are amortized on a quarterly basis. The range of maturities of these bonds is between five and twenty years. Loans are indexed to UF and create a yearly interest yield of 5.95% as of December 31, 2015 (5.83% as of December 31, 2014).

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Due within 1 year 5,544   6,561
Due after 1 year but within 2 years 6,237   6,971
Due after 2 year but within 3 years 8,000   8,282
Due after 3 year but within 4 years 5,211   10,366
Due after 4 year but within 5 years 5,005   6,198
Due after 5 years 32,861   43,131
Total mortgage bonds 62,858   81,509

  

b)Senior bonds

 

The following table shows senior bonds by currency:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Santander bonds in UF 2,179,643   1,797,438
Santander bonds in USD 1,625,150   2,191,347
Santander bonds in CHF 535,448   443,186
Santander bonds in Ch$ 475,075   236,025
Santander bonds in CNY -   -
Current bonds in  AUD 62,066   62,472
Santander bonds in JPY 164,254   138,019
Total senior bonds 5,041,636   4,868,487

  

F-87 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 18

ISSUED DEBT INSTRUMENTS AND OTHER FINANCIAL LIABILITIES, continued

 

i.Placement of senior bonds:

 

In 2015, the Bank issued bonds for UF 22,000,000; CLP 200,000,000,000; CHF 150,000,000; and JPY 1,200,000,000 detailed as follows:

 

Series Currency Amount Term Issuance rate Series approval date Series maximum amount Maturity date
SG Series UF 3,000,000 12 years 3.30% per annum simple 11-01-2014 UF 3,000,000 11-01-2025
SF Series UF 3,000,000 5 years 3.00% per annum simple 11-01-2014 UF 3,000,000 04-01-2020
SB Series UF 2,000,000 5 years 2.65% per annum simple 07-01-2014 UF 2,000,000 07-01-2019
BSTDP6 Series UF 3,000,000 5 years 2.25% per annum simple 03-01-2015 UF 3,000,000 03-01-2020
BSTDP7 Series UF 3,000,000 8 years 2.40% per annum simple 03-01-2015 UF 3,000,000 09-01-2022
BSTDP8 Series UF 3,000,000 6 years 2.25% per annum simple 03-01-2015 UF 3,000,000 09-01-2021
BSTDP9 Series UF 2,000,000 6 years 2.60% per annum simple 03-01-2015 UF 5,000,000 09-01-2025
BSTDSA0714  Series UF 3,000,000 10 years 3.00% per annum simple 07-01-2014 UF 5,000,000 07-01-2024
UF Total UF 22,000,000          
BSTDP2 Series CLP 100,000,000,000 5 years 5.20% per annum simple 01-01-2015 CLP 100,000,000,000 03-01-2020
BSTDP4 Series CLP 100,000,000,000 5 years 4.80% per annum simple 03-01-2015 CLP 150,000,000,000 03-01-2020
CLP Total CLP 200,000,000,000          
CHF fixed rate bond CHF 150,000,000 7 years 0.38%  quarterly 05-19-2015 CHF 150,000,000 05-19-2022
CHF Total CHF 150,000,000          
JPY Current Bond JPY 1,200,000,000 5 years 0.42% biannually 12-17-2015 JPY 1,200,000,000 12-17-2020
JPY Total JPY 1,200,000,000          

 

During 2015, the Bank performed a partial repurchase of the following bond:

 

Date   Type Amount
       
12-01-2015   Senior USD     19,000,000

 

F-88 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 18

ISSUED DEBT INSTRUMENTS AND OTHER FINANCIAL LIABILITIES, continued

 

In 2014, the Bank issued bonds for UF11,400,000; CLP 75,000,000,000; CHF 300,000,000; USD 750,000,000; AUD 125,000,000 and JPY 27,300,000,000 detailed as follows:

 

Series Currency Amount Term Issuance rate Series approval date Series maximum amount Maturity date
EB Series UF 2,000,000 5 years 3.5% per annum simple 02-21-2014 UF 2,000,000 10-01-2018
ED Series UF 2,000,000 7 years 3.5% per annum simple 08-28-2014 UF 2,000,000 01-01-2021
EF Series UF 2,400,000 10 years 3.40% biannually 10-29-2014 UF 2,400,000 01-01-2024
SB Series UF 3,000,000 5 years 2.65% biannually 12-11-2014 UF 3,000,000 07-01-2019
SA Series UF 2,000,000 10 years 3.00% biannually 12-16-2014 UF 2,000,000 01-01-2024
UF Total UF 11,400,000          
EA Series CLP 25,000,000,000 5 years 6.2% per annum simple 02-22-2014 CLP 25,000,000,000 09-01-2018
SE Series CLP 50,000,000,000 5 years 5.50% per annum simple 11-21-2014 CLP 50,000,000,000 07-01-2019
CLP Total CLP 75,000,000,000          
CHF Bond CHF 300,000,000 3 years 1% per annum simple 01-31-2014 CHF 300,000,000 07-31-2017
CHF Total CHF 300,000,000          
DN Current Bond USD 250,000,000 5 years Libor (3 months) + 75 bp 02-19-2014 USD 250,000,000 02-19-2019
Floating Bond USD 500,000,000 5 years Libor (3 months) + 90 bp 04-15-2014 USD 500,000,000 04-11-2017
USD Total USD 750,000,000          
AUD Bond AUD 125,000,000 3 years 4.5% per annum simple 03-13-2014 AUD 125,000,000 03-13-2017
AUD Total AUD 125,000,000          
JPY Floating Bond JPY 6,600,000,000 3 years Libor (3 months) + 65 bp 04-24-2014 JPY 6,600,000,000 04-24-2017
JPY Current Bond JPY 2,000,000,000 3 years 0.72% per annum simple 04-24-2014 JPY 2,000,000,000 04-24-2017
JPY Current Bond JPY 18,700,000,000 5 years 0.97% per annum simple 04-24-2014 JPY 18,700,000,000 04-24-2019
JPY Total JPY 27,300,000,000          

 

During 2014, the Bank repurchased bonds for CLP 118,409,000,000 and UF 6,000,000.

 

ii.Nominal bonds to be placed:

 

As of December 31, 2015, there are no outstanding amounts of bonds, not previously authorized, to be placed.

 

iii.The maturities of senior bonds are as follows:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Due within 1 year 796,012   1,166,602
Due after 1 year but within 2 years 1,147,138   646,380
Due after 2 year but within 3 years 415,914   1,037,521
Due after 3 year but within 4 years 682,494   381,263
Due after 4 year but within 5 years 466,700   566,430
Due after 5 years 1,533,378   1,070,291
Total senior bonds 5,041,636   4,868,487

 

F-89 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 18

ISSUED DEBT INSTRUMENTS AND OTHER FINANCIAL LIABILITIES, continued

 

c)Mortgage bonds

 

Detail of mortgage bonds per currency is as follows:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Mortgage bonds in UF 107,582   109,200
Total mortgage bonds 107,582   109,200

 

i.Allocation of mortgage bonds

 

During 2015, the Bank has not placed any mortgage bonds.

 

During 2014, the Bank placed bonds for UF 1,500,000, detailed as follows:

 

Series Amount Term Issuance rate Issuance date Series issued amount

Maturity

date

AB Series UF        1,500,000 18 years 3.2% biannually 09-01-2014 UF 1,500,000 04-01-2032
Total UF UF        1,500,000          

 

The maturities of Mortgage bond are as follows:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Due within 1 year 4,063   3,778
Due after 1 year but within 2 years 6,522   6,065
Due after 2 year but within 3 years 6,733   6,261
Due after 3 year but within 4 years 6,951   6,463
Due after 4 year but within 5 years 7,175   6,671
Due after 5 years 76,138   79,962
Total Mortgage bonds 107,582   109,200

  

d)Subordinated bonds

 

Detail of the subordinated bonds per currency is as follows:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Subordinated bonds denominated in CLP 6   -
Subordinated bonds denominated in USD -   3
Subordinated bonds denominated in UF 745,013   725,913
Total subordinated bonds 745,019   725,916

 

 

F-90 

 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 18

ISSUED DEBT INSTRUMENTS AND OTHER FINANCIAL LIABILITIES, continued

 

i.Allocation of subordinated bonds

 

During 2015 and 2014, the Bank has not placed any subordinated bonds. 

The maturities of subordinated bonds, are as follows:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

Due within 1 year 6,583   10,451
Due after 1 year but within 2 years -   6,311
Due after 2 year but within 3 years -   -
Due after 3 year but within 4 years -   -
Due after 4 year but within 5 years -   -
Due after 5 years 738,436   709,154
Total subordinated bonds 745,019   725,916

 

e)Other financial liabilities

 

The composition of other financial obligations, by maturity, is detailed below:

 

  As of December 31,
  2015   2014
MCh$   MCh$
       
Non-current portion:      
Due after 1 year but within 2 years 3,497   3,380
Due after 2 year but within 3 years 20,240   2,248
Due after 3 year but within 4 years 16,063   20,988
Due after 4 year but within 5 years 28,227   15,116
Due after 5 years 16,328   42,844
Non-current portion subtotal 84,355   84,576
       
Current portion:      
Amounts due to credit card operators 129,358   112,530
Acceptance of letters of credit 3,176   2,496
Other long-term financial obligations, short-term portion 3,638   5,523
Current portion subtotal 136,172   120,549
       
Total other financial liabilities 220,527   205,125

 

F-91 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 19

MATURITY OF FINANCIAL ASSETS AND LIABILITIES

 

As of December 31, 2015 and 2014, the detail of the maturities of assets and liabilities is as follows:

 

As of December 31, 2015 Demand

Up to

1 month

Between 1 and

3 months

Between 3 and

12 months

Subtotal

up to 1 year

Between 1 and

5 years

More than

5 years

Subtotal

More than 1 year

Total
  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
                   
Financial assets                  
Cash and deposits in banks 1,677,076 387,730 - - 2,064,806 - - - 2,064,806
Cash items in process of collection 724,521 - - - 724,521 - - - 724,521
Trading investments - 126,248 21,364 264 147,876 87,735 88,660 176,395 324,271
Investments under resale agreements - 2,463 - - 2,463 - - - 2,463
Financial derivative contracts - 158,843 213,335 407,854 780,032 1,191,866 1,234,028 2,425,894 3,205,926
Interbank loans (*) 9,371 - 1,506 - 10,877 - - - 10,877
Loans and accounts receivables from customers (**) 664,164 2,401,995 2,178,424 4,027,990 9,272,573 7,498,802 8,518,505 16,017,307 25,289,880
Available for sale investments - 480,801 72,217 243,241 796,259 517,655 730,497 1,248,152 2,044,411
Guarantee deposits (margin accounts) 649,325 - - - 649,325 - - - 649,325
                   
Total financial assets 3,724,457 3,558,080 2,486,846 4,679,349 14,448,732 9,296,058 10,571,690 19,867,748 34,316,480
                   
Financial liabilities                  
Deposits and other demand liabilities 7,356,121 - - - 7,356,121 - - - 7,356,121
Cash items in process of being cleared 462,157 - - - 462,157 - - - 462,157
Obligations under repurchase agreements - 143,689 - - 143,689 - - - 143,689
Time deposits and other time liabilities 114,341 5,707,940 3,210,947 2,853,761 11,886,989 238,933 56,845 295,778 12,182,767
Financial derivative contracts - 126,643 190,409 380,158 697,210 1,016,731 1,148,665 2,165,396 2,862,606
Interbank borrowings 27,323 7,946 148,509 684,819 868,597 438,977 - 438,977 1,307,574
Issued debt instruments 1,953 440,500 155,821 213,928 812,202 2,764,082 2,380,811 5,144,893 5,957,095
Other financial liabilities 129,358 3,142 558 3,114 136,172 68,027 16,328 84,355 220,527
Guarantees received (margin accounts) 819,331 - - - 819,331 - - - 819,331
                   
Total financial liabilities 8,910,584 6,429,860 3,706,244 4,135,780 23,182,468 4,526,750 3,602,649 8,129,399 31,311,867

 

(*)Interbank loans are presented on a gross basis. The amount of allowance is Ch$ 1,166 million.

(**)Loans and accounts receivables from customers are presented on a gross basis. Provisions amounts according to type of loan are detailed as follows: Commercial loans Ch$ 431,201 million, Mortgage loans Ch$ 62,427 million, and Consumer loans Ch$ 267,507 million.

 

F-92 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 19

MATURITY OF FINANCIAL ASSETS AND LIABILITIES, continued:

 

As of December 31, 2014 Demand

Up to

1 month

Between 1 and

3 months

Between 3 and

12 months

Subtotal

up to 1 year

Between 1 and

5 years

More than

5 years

Subtotal

More than 1 year

Total
  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
                   
Financial assets                  
Cash and deposits in banks 1,538,888 70,000 - - 1,608,888 - - - 1,608,888
Cash items in process of collection 531,373 - - - 531,373 - - - 531,373
Trading investments - 263,034 - 164,823 427,857 171,620 175,338 346,958 774,815
Investments under resale agreements - - - - - - - - -
Financial derivative contracts - 131,675 152,441 350,432 634,548 1,078,925 1,014,090 2,093,015 2,727,563
Interbank loans (*) 2,872 - 9,071 - 11,943 - - - 11,943
Loans and accounts receivables from customers (**) 814,557 2,168,019 1,774,873 3,773,848 8,531,297 7,084,202 7,265,207 14,349,409 22,880,706
Available for sale investments - 22,652 158,014 526,410 707,076 184,376 760,146 944,522 1,651,598
Guarantee deposits (margin accounts) 436,717 - - - 436,717 - - - 436,717
                   
Total financial assets 3,324,407 2,655,380 2,094,399 4,815,513 12,889,699 8,519,123 9,214,781 17,733,904 30,623,603
                   
Financial liabilities                  
Deposits and other demand liabilities 6,480,497 - - - 6,480,497 - - - 6,480,497
Cash items in process of being cleared 281,259 - - - 281,259 - - - 281,259
Obligations under repurchase agreements - 390,331 1,453 342 392,126 - - - 392,126
Time deposits and other time liabilities 112,025 5,343,226 2,480,158 2,289,405 10,224,814 130,427 58,699 189,126 10,413,940
Financial derivative contracts - 125,884 176,048 319,488 621,420 1,028,017 911,947 1,939,964 2,561,384
Interbank borrowings 4,133 137,921 227,898 413,564 783,516 435,309 12,776 448,085 1,231,601
Issued debt instruments - 176,649 319,516 691,227 1,187,392 2,693,946 1,903,774 4,597,720 5,785,112
Other financial liabilities 114,564 1,934 746 3,305 120,549 41,733 42,843 84,576 205,125
Guarantees received (margin accounts) 473,343 - - - 473,343 - - - 473,343
                   
Total financial liabilities 7,465,821 6,175,945 3,205,819 3,717,331 20,564,916 4,329,432 2,930,039 7,259,471 27,824,387

 

(*)Interbank loans are presented on a gross basis. The amount of allowance is Ch$ 1 million.

(**)Loans and accounts receivables from customers are presented on a gross basis. Provisions amounts according to type of loan are detailed as follows: Commercial loans Ch$ 381,549 million, Mortgage loans Ch$ 48,744 million, and Consumer loans Ch$ 254,023 million.

 

F-93 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 20

PROVISIONS

 

a)As of December 31, 2015 and 2014, the composition is as follows:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Provisions for personnel salaries and expenses 64,861   46,759
Provisions for mandatory dividends 134,539   170,973
Provisions for contingent loan risk 10,750   12,679
Provisions for contingencies 64,848   55,559
Total 274,998   285,970

 

b)Below is the activity regarding provisions during the years ended December 31, 2015 and 2014:

 

   
 

Personnel salaries

and expenses

 Mandatory dividends Contingent loans  Contingencies Total
  MCh$ MCh$ MCh$ MCh$ MCh$
           
Balances as of January 1, 2015 46,759 170,973 12,679 55,559 285,970
Provisions established 75,491 134,539 5,409 147,693 363,132
Application of provisions (56,878) (170,973) - (150,681) (378,532)
Provisions released - - (7,338) 12,277 4,939
Reclassifications - - - - -
Other (511) - - - (511)
           
Balances as of December 31, 2015 64,861 134,539 10,750 64,848 274,998
           
Balances as of January 1, 2014 39,501 132,688 11,582 33,539 217,310
Provisions established 57,071 170,973 11,946 42,470 282,460
Application of provisions (46,777) (132,688) (9,664) (189,129)
Provisions released - - (10,849) (10,786) (21,635)
Reclassifications (3,036) - - - (3,036)
Other - - - - -
           
Balances as of December 31, 2014 46,759 170,973 12,679 55,559 285,970

 

c)Provisions for personnel salaries and expenses:

 

  As of December 31,
 

2015

MCh$

 

2014

MCh$

       
Provision for seniority compensation 11,550   1,917
Provision for stock-based personnel benefits -   -
Provision for performance bonds 31,528   24,540
Provision for vacations 21,053   19,746
Provision for other personnel benefits 730   556
Total 64,861   46,759

 

F-94 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 21

OTHER LIABILITIES

 

The other liabilities line item is as follows:

 

    As of December 31,
   

2015

MCh$

 

2014

MCh$

         
Accounts and notes payable   129,547   90,261
Unearned income   514   478
Guarantees received (margin accounts)   819,331   473,343
Notes payable through brokerage and simultaneous transactions   20,764   27,751
Other payable obligations   40,828   43,550
Withheld VAT   1,656   1,698
Other liabilities   33,229   17,476
         
Total   1,045,869   654,557

 

 

NOTE 22

CONTINGENCIES AND COMMITMENTS

 

a)Lawsuits and legal procedures

 

As of the issuance date of these financial statements, the Bank and its affiliates were subject to certain legal actions in the normal course of their business. As of December 31, 2015, the Banks and its subsidiaries have provisions for this item of Ch$1,803 million and Ch$118 million, respectively (Ch$1,437 million and Ch$738 million as of December 31, 2014) which is included in “Provisions” in the Consolidated Statement of Financial Position as provisions for contingencies.

 

b)Contingent loans

 

The following table shows the Bank’s contractual obligations to issue loans:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Letters of credit issued 179,042   205,920
Foreign letters of credit confirmed 70,434   75,813
Guarantees 1,684,847   1,481,154
Personal guarantees 163,955   262,169
Subtotal 2,098,278   2,025,056
Available on demand credit lines 6,806,745   5,699,573
Other irrevocable credit commitments 82,328   109,520
Total 8,987,351   7,834,149

 

F-95 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 22

CONTINGENCIES AND COMMITMENTS, continued

 

c)Held securities

 

The Bank holds securities in the normal course of its business as follows:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
       
Third party operations      
Collections 162,619   172,070
Assets from third parties managed by the Bank and its affiliates   1,507,359   1,247,923
Subtotal 1,669,978   1,419,993
Custody of securities      
Securities held in custody 321,741   238,264
Securities held in custody deposited in other entity 561,612   552,741
Issued securities held in custody 18,246,385   16,383,501
Subtotal 19,129,738   17,174,506
Total 20,799,716   18,594,499

 

During 2015, the Bank classified the portfolios managed by private banking in “Assets from third parties managed by the Bank and its affiliates” (memo account). At the end of December 2015, the balance for this was Ch$ 1,507,305 million (Ch$ 1,247,888 million at December 31, 2014).

 

d)Guarantees

 

Banco Santander Chile has comprehensive officer fidelity insurance policy, No. 4223658, with the Chilena Consolidada de Seguros insurance company, for USD 5,000,000, which jointly covers both the Bank and its affiliates for the period from July 1, 2015 to June 30, 2016.

 

e)Contingent loans and liabilities

 

To satisfy its clients’ needs, the Bank took on several contingent loans and liabilities that are not be recognized in the Consolidated Financial Statement of Financial Position; these contain loan risks and they are, therefore, part of the Bank`s global risk.

 

F-96 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 23

EQUITY

 

a)Capital

 

As of December 31, 2015 and 2014 the Bank had 188,446,126,794 shares outstanding, all of which are subscribed for and paid in full, amounting to Ch$891,303 million. All shares have the same rights, and have no preferences or restrictions.

 

The activity with respect to shares during 2015, 2014 and 2013 was as follows:

 

 

SHARES

As of December 31,

  2015   2014   2013
           
Issued as of January 1 188,446,126,794   188,446,126,794   188,446,126,794
Issuance of paid shares -   -   -
Issuance of outstanding shares -   -   -
Stock options exercised -   -   -
Issued as of December 31, 188,446,126,794   188,446,126,794   188,446,126,794

 

As of December 31, 2015 and 2014 the Bank does not have any of its own shares in treasury, nor do any of the consolidated companies.

 

In December 2013, the Bank received 26,241,318 of its own shares in lieu of payment. The value of the shares was 757,586,851 pesos (28.87 pesos per share). Those shares were sold in the stock market during the same month, generating a price difference of Ch$29 million, which was recorded within Equity, as a reserve increase.

 

As of December 31, 2015 the shareholder composition was as follows:

 

Corporate Name or Shareholder's Name Shares ADRs (*) Total

% of

equity holding

         
Santander Chile Holding S.A. 66,822,519,695 - 66,822,519,695 35.46
Teatinos Siglo XXI Inversiones Limitada 59,770,481,573 - 59,770,481,573 31.72
The Bank of New York Mellon (1) - 32,516,063,671 32,516,063,671 17.25
Banks  on behalf of third parties 11,878,070,560 - 11,878,070,560 6.30
Pension funds (AFP) on behalf of third parties 8,887,560,424 - 8,887,560,424 4.72
Stock brokers on behalf of third parties 3,460,285,074 - 3,460,285,074 1.84
Other minority holders 5,111,145,797 - 5,111,145,797 2.71
Total 155,930,063,123 32,516,063,671 188,446,126,794 100.00

 

(*)American Depository Receipts (ADR) are certificates issued by a U.S. commercial bank to be traded on the U.S. securities markets.

 

(1)As of August 4, 2015, Banco Santander Chile signed a contract which appoints The Bank of New York Mellon as the commercial bank authorized to trade ADRs, replacing J.P. Morgan Chase Bank NA.

 

 

F-97 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 23

EQUITY, continued

 

As of December 31, 2014 the shareholder composition was as follows:

 

Corporate Name or Shareholder's Name Shares ADRs (*) Total

% of 

equity holding

         
Santander Chile Holding S.A. 66,822,519,695 - 66,822,519,695 35.46
Teatinos Siglo XXI Inversiones Limitada 59,770,481,573 - 59,770,481,573 31.72
J.P. Morgan Chase Bank - 31,370,004,471 31,370,004,471 16.65
Banks  on behalf of third parties 10,949,884,423 - 10,949,884,423 5.81
Pension funds (AFP) on behalf of third parties 10,082,508,540 - 10,082,508,540 5.35
Other minority holders 9,450,728,092 - 9,450,728,092 5.01
Total 157,076,122,323 31,370,004,471 188,446,126,794 100.00

 

(*)American Depository Receipts (ADR) are certificates issued by a U.S. commercial bank to be traded on the U.S. securities markets.

 

As of December 31, 2013 the shareholder composition was as follows:

 

Corporate Name or Shareholder's Name Shares ADRs (*) Total

% of 

equity holding

         
Santander Chile Holding S.A. 66,822,519,695 - 66,822,519,695 35.46
Teatinos Siglo XXI Inversiones Limitada 59,770,481,573 - 59,770,481,573 31.72
J.P. Morgan Chase Bank - 30,087,328,471 30,087,328,471 15.97
Banks  on behalf of third parties 11,590,917,506 - 11,590,917,506 6.15
Pension funds (AFP) on behalf of third parties 10,533,224,876 - 10,533,224,876 5.58
Other minority holders 9,641,654,673 - 9,641,654,673 5.12
Total 158,358,798,323 30,087,328,471 188,446,126,794 100.00

 

(*)American Depository Receipts (ADR) are certificates issued by a U.S. commercial bank to be traded on the U.S. securities markets.

 

b)Reserves

 

In April 2015, due to the Shareholders’ Meeting, the Bank agreed to capitalized 40% of retained earnings from 2014 as reserves; which equals Ch$ 220,132 million (Ch$ 176,770 million in 2014).

 

c)Dividends

 

The distribution of dividends is detailed in the Consolidated Statement of Changes in Equity.

 

F-98 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 23

EQUITY, continued

 

d)As of December 31, the basic and diluted earnings per share were as follows:

 

  As of December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
a) Basic earnings per share          
Total attributable to the equity holders of the Bank 448,466   569,910   442,294
Weighted average number of outstanding shares 188,446,126,794   188,446,126,794   188,446,126,794
Basic earnings per share (in Ch$) 2,380   3.024   2.347
           
b) Diluted earnings per share 448,466   569,910   442,294
Total attributable to the equity holders of the Bank 188,446,126,794   188,446,126,794   188,446,126,794
Weighted average number of outstanding shares -   -   -
Adjusted number of shares 188,446,126,794   188,446,126,794   188,446,126,794
Diluted earnings per share (in Ch$) 2,380   3.024   2.347

 

As of December 31, 2015 and 2014 the Bank does not own instruments with dilutive effects.

 

F-99 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 23

EQUITY, continued

 

e)Other comprehensive income from available for sale investments and cash flow hedges:

 

    For the years ended December 31,
    2015   2014   2013
    MCh$   MCh$   MCh$
             
Available for sale investments            
As of January 1,   21,684   840   (10,017)
Gain (losses) on the re-measurement of available for sale investments, before tax   (51,178)   14,829   2,629
Reclassification from other comprehensive income to income for the year   22,401   6,015   8,228
Subtotals   (28,777)   20,844   10,857
Total   (7,093)   21,684   840
             
Cash flow hedges            
As of January 1,   10,725   (8,257)   5,315
Gains (losses) on the re-measurement of cash flow hedges, before tax   (2,105)   18,552   (15,089)
Reclassification adjustments on cash flow hedges, before tax   6   430   1,517
Amounts removed from equity and included in carrying amount of non-financial asset (liability) which acquisition or incurrence was hedged as a highly probable transaction   -   -   -
Subtotals   (2,099)   18,982   (13,572)
Total   8,626   10,725   (8,257)
             
Other comprehensive income, before taxes   1,533   32,409   (7,417)
             
Income tax related to other comprehensive income components            
Income tax relating to available for sale investments   1,596   (4,554)   (168)
Income tax relating to cash flow hedges   (1,940)   (2,252)   1,651
Total   (344)   (6,806)   1,483
             
Other comprehensive income, net of tax   1,189   25,603   (5,934)
Attributable to:            
Equity holders of the Bank   1,288   25,600   (5,964)
Non-controlling interest   (99)   3   30

 

The Bank expects that the results included in "Other comprehensive income" will be reclassified to profit or loss when the specific conditions have been met.

 

F-100 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 24

NON-CONTROLLING INTEREST

 

a)The non-controlling interest included in the equity and the income from the subsidiaries is summarized as follows:

 

        Other comprehensive income
As of December 31, 2015 Non-controlling Equity Income Available for sale investments Deferred tax Total other comprehensive income Comprehensive income
  % MCh$ MCh$  MCh$  MCh$  MCh$  MCh$
               
Subsidiaries:              
Santander Agente de Valores Limitada 0.97 652 98 (4) 1 (3) 95
Santander S.A. Sociedad Securitizadora 0.36 2 - - - -
Santander Corredores de Bolsa Limitada (1) 49.00 21,765 816 (128) 29 (99) 717
Santander Corredora de Seguros Limitada 0.25 156 (5) - - - (5)
Subtotal   22,575 909 (132) 30 (102) 807
               
Entities controlled through other considerations:              
Bansa Santander S.A. 100.00 6,004 334 - - - 334

Santander Gestión de Recaudación y

Cobranzas Limitada

100.00 1,602 564 - - - 564
Multinegocios S.A. (2) 100.00 - 310 - - - 310
Servicios Administrativos y Financieros Limitada. (2) 100.00 - 550 - - - 550
Multiservicios de Negocios Limitada. (2) 100.00 - 596 - - - 596
Subtotal   7,606 2,354 - - - 2,354
               
Total   30,181 3,263 (132) 30 (102) 3,161

 

(1)Ex Santander S.A. Corredores de Bolsa, See Note1.

(2)As of June 30, 2015, these entities have stopped rendering sales services for the Bank and therefore they have been excluded from the consolidation perimeter. See Note 1.

 

F-101 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 24

NON-CONTROLLING INTEREST, continued

 

        Other comprehensive income
As of December 31, 2014 Non-controlling Equity Income Available for sale investments Deferred tax Total other comprehensive income Comprehensive income
  % MCh$ MCh$  MCh$  MCh$  MCh$  MCh$
               
Subsidiaries:              
Santander Agente de Valores Limitada 0.97 558 87 - - - 87
Santander S.A. Sociedad Securitizadora 0.36 2 - - - - -
Santander S.A. Corredores de Bolsa 49.00 20,928 1,239 (34) 7 (27) 1,212
Santander Corredora de Seguros Limitada 0.25 154 (4) - - - (4)
               
Subtotals   21,642 1,322 (34) 7 (27) 1,295
               
Entities controlled through other considerations:              
Bansa Santander S.A. 100.00 5,671 2,236 - - - 2,236

Santander Gestión de Recaudación y 

Cobranzas Limitada (1) 

100.00 1,037 1,531 - - - 1,531
Multinegocios S.A. 100.00 730 253 - - - 253
Servicios Administrativos y Financieros Limitada 100.00 2,001 315 - - - 315
Servicios de Cobranzas Fiscalex Limitada (1) - - - - - - -
Multiservicios de Negocios Limitada 100.00 2,002 323 - - - 323
Subtotal   11,441 4,658 - - - 4,658
               
Total   33,083 5,980 (34) 7 (27) 5,953

 

(1) On August 01, 2014 the company Servicios de Cobranza Fiscalex Limitada was acquired by Santander Gestión de Recaudación y Cobranza Limitada.

 

F-102 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 24

NON-CONTROLLING INTEREST, continued

 

        Other comprehensive income
As of December 31, 2013 Non-controlling Equity Income Available for sale investments Deferred tax Total other comprehensive income Comprehensive income
  % MCh$ MCh$  MCh$  MCh$  MCh$  MCh$
               
Subsidiaries:              
Santander Agente de Valores Limitada 0.97 471 87 3 (1) 2 89
Santander S.A. Sociedad Securitizadora 0.36 2 - - - - -
Santander S.A. Corredores de Bolsa (1) 49.00 19,698 1,656 11 (2) 9 1,665
Santander Asset Management S.A. Administradora General de Fondos (2) 0.02 - 9 - - - 9
Santander Corredora de Seguros Limitada 0.25 149 1 - - - 1
Subtotals   20,320 1,753 14 (3) 11 1,764
               
Entities controlled through other considerations:              
Bansa Santander S.A. 100.00 3,435 1,307 - - - 1,307

Santander Gestión de Recaudación y 

Cobranzas Limitada 

100.00 275 (2,230) - - - (2,230)
Multinegocios S.A. 100.00 477 234 - - - 234
Servicios Administrativos y Financieros Limitada 100.00 1,686 276 - - - 276
Servicios de Cobranzas Fiscalex Limitada 100.00 632 416 - - - 416
Multiservicios de Negocios Limitada 100.00 1,679 379 - - - 379
Subtotals   8,184 382 - - - 382
               
Total   28,504 2,135 14 (3) 11 2,146

 

(1) In June 2013, Santander S.A. Corredores de Bolsa, distributed total accumulated income from previous years, decreasing equity. The amount of dividends distributed to non-controlling interest was Ch$7,590 million.

 

(2) This subsidiary was sold in December 2013. This note presents the effect of the consolidation of the subsidiary until November 2013.

 

F-103 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 24

NON-CONTROLLING INTERESTS, continued

 

b)The overview of the financial information of the subsidiaries included in the consolidation of the Bank that possess non-controlling interests is as follows, which does not include consolidation or conforming accounting policy adjustments:

 

  As of December 31,
  2015   2014   2013
  Assets

Liabilities

Capital

Net

income

  Assets Liabilities Capital Net income Assets Liabilities Capital

Net 

income

  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
Santander Corredora de Seguros Limitada 72,860 10,588 60,765 1,507   70,602 9,068 63,078 (1,544)   67,956    8,484    59,012    460   
Santander Corredores de Bolsa Limitada 71,118 26,763 42,618 1,737   74,408 31,790 40,171 2,447   110,917   70,799    36,735    3,383   
Santander Agente de Valores Limitada 131,305 64,049 57,554 9,702   339,787 282,233 48,556 8,998   194,812    146,255    39,581    8,976   
Santander S.A. Sociedad Securitizadora 566 53 561 (48)   622 61 640 (79)   725    74    764    (113)   
Santander Gestión de Recaudación y Cobranzas Ltda. 6,194 4,592 1,038 564   4,917 3,880 458 579   4,978    4,703    2,505    (2,230)   
Multinegocios S.A. (management of sales force) (1) - - - -   1,959 1,229 477 253   1,441    963    244    234   
Servicios Administrativos y Financieros Limitada (management of sales force) (1) - - - -   2,956 955 1,686 315   2,412    725    1,411    276   
Servicio de Cobranza Fixcalex Ltda. - - - -   - - - -   4,008    3,376    216    416   
Multiservicios de Negocios Limitada (call center) (1) - - - -   3,401 1,399 1,679 323   3,049    1,371    1,299    379   
Bansa Santander S.A. 31,631 25,627 5,670 334   31,062 25,391 3,435 2,236   28,490    25,055    2,128    1,307   
Total 313,674 131,672 168,206 13,796   529,714 356,006 160,180 13,528   418,788    261,805    143,895    13,088   

 

(1) As of June 30, 2015, these entities have stopped rendering sales services for the Bank and therefore they have been excluded from the consolidation perimeter. See Note 1.

 

F-104 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 25

INTEREST INCOME

 

This item refers to interest earned in the period from the financial assets whose return, whether implicitly or explicitly, is determined by applying the effective interest rate method, regardless of the value at fair value, as well as the effect of hedge accounting (see c).

 

a)For the years ended December 31, 2015, 2014 and 2013 the income from interest, not including income from hedge accounting, was attributable to the following items:

 

  For the years ended December 31,
  2015     2014   2013
  Interest Inflation adjustments Prepaid fees Total   Interest Inflation adjustments Prepaid fees Total   Interest Inflation adjustments Prepaid fees Total
Items MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Resale agreements 1,075 - - 1,075   1,223 - - 1,223   2,254 - - 2,254
Interbank loans 375 - - 375   139 - - 139   195 - - 195
Commercial loans 687,464 168,752 8,494 864,710   706,190 208,427 7,883 922,500   728,597 72,570 4,980 806,147
Mortgage loans 259,941 286,437 23,191 569,569   245,980 328,212 18,230 592,422   232,860 108,702 13,234 354,796
Consumer loans 586,385 3,418 3,706 593,509   603,804 5,108 3,205 612,117   611,936 2,184 3,030 617,150
Investment instruments 60,004 7,616 - 67,620   61,774 25,461 - 87,235   77,240 7,815 - 85,055
Other interest income 10,111 5,831  - 15,942   10,584 3,218 - 13,802   5,282 (1,063) - 4,219
                             
Interest income less income from hedge accounting 1,605,355 472,054 35,391 2,112,800   1,629,694 570,426 29,318 2,229,438   1,658,364 190,208 21,244 1,869,816

 

F-105 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 25

INTEREST INCOME, continued

 

b)For the years ended December 31, 2015, 2014 and 2013, the expense from interest expense, excluding expense from hedge accounting, is as follows:

 

  For the years ended December 31,
  2015   2014   2013
  Interest Inflation adjustments Total   Interest Inflation adjustments Total   Interest Inflation adjustments   Total
Items MCh$ MCh$ MCh$   MCh$ MCh$ MCh$   MCh$ MCh$   MCh$
                         
Demand deposits (13,875) (1,343) (15,218)   (6,189) (1,909) (8,098)   (5,225) (588)   (5,813)
Repurchase agreements (6,893) - (6,893)   (7,052) - (7,052)   (12,092) -   (12,092)
Time deposits and liabilities (346,174) (47,370) (393,544)   (334,841) (74,384) (409,225)   (426,812) (22,787)   (449,599)
Interbank loans (14,998) (2) (15,000)   (19,015) (9) (19,024)   (21,233) (5)   (21,238)
Issued debt instruments (183,561) (113,029) (296,590)   (175,886) (137,460) (313,346)   (171,659) (53,952)   (225,611)
Other financial liabilities (3,070) (1,180) (4,250)   (3,131) (1,729) (4,860)   (4,712) (661)   (5,373)
Other interest expense (3,456) (14,776) (18,232)   (2,636) (17,839) (20,475)   (2,340) (3,749)   (6,089)
                         
Interest expense not including expenses from hedge accounting (572,027) (177,700) (749,727)   (548,750) (233,330) (782,080)   (644,073) (81,742)   (725,815)

 

c)For the years ended December 31, 2015, 2014 and 2013, the income and expense from interest is as follows:

 

  For the years ended December 31,
  2015   2014   2013
Items MCh$   MCh$   MCh$
           
Interest income less income from hedge accounting 2,112,800   2,229,438   1,869,816
Interest expense less expense from hedge accounting (749,727)   (782,080)   (725,815)
           
Net Interest income (expense) from hedge accounting 1,363,073   1,447,358   1,144,001
           
Hedge accounting (net) (107,867)   (130,254)   (67,239)
           
Total net interest income 1,255,206   1,317,104   1,076,762

 

F-106 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 26

FEES AND COMMISSIONS

 

This item includes the amount of fees earned and paid during the year, except for those which are an integral part of the financial instrument’s effective interest rate:

 

  For the years ended December 31,  
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Fee and commission income          
Fees and commissions for lines of credits and overdrafts 6,597   7,015   7,025
Fees and commissions for guarantees and letters of credit 35,276   32,403   30,131
Fees and commissions for card services 175,262   147,256   127,101
Fees and commissions for management of accounts 30,291   29,031   28,044
Fees and commissions for collections and payments 30,399   35,355   45,190
Fees and commissions for intermediation and management of securities 10,000   9,286   10,482
Fees and commissions for investments in mutual funds or others (*) -   -   31,154
Insurance brokerage fees 39,252   34,695   32,253
Office banking 15,224   17,602   15,165
Fees for other services rendered 35,978   30,798   -
Other fees earned 24,621   23,288   19,575
Total 402,900   366,729   346,120

 

(*)Due to the sale of Santander Asset Management S.A. Administradora General de Fondos, the Bank does not have any fees and commissions on investments in mutual funds recorded.

 

  For the years ended December 31,  
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Fee and commission expense          
Compensation for card operation (129,196)   (104,095)   (87,776)
Fees and commissions for securities transactions (1,315)   (979)   (4,287)
Office banking (15,320)   (16,602)   (13,353)
Other fees (19,442)   (17,770)   (10,868)
Total (165,273)   (139,446)   (116,284)
           
Net fees and commissions income 237,627   227,283   229,836

 

The fees earned in transactions with letters of credit are presented in the Consolidated Statement of Income in the line item “Interest income”.

 

F-107 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 27

NET INCOME (EXPENSE) FROM FINANCIAL OPERATIONS

 

For the years ended December 31, 2015, 2014 and 2013, the detail of income (expense) from financial operations is as follows:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Income (expense)  from financial operations          
Trading derivatives (503,981)   (224,015)   (68,201)
Trading investments 21,505   45,952   29,985
Sale of loans and accounts receivables from customers          
     Current portfolio 921   1,261   1,677
     Charged-off portfolio (58)   4,809   1,500
Available for sale investments 23,655   6,934   10,258
Repurchase of issued bonds (14)   5,198   4,502
Other income (expense) from financial operations 75   214   (10)
Total income (expense) (457,897)   (159,647)   (20,289)

 

 

NOTE 28

NET FOREIGN EXCHANGE GAIN (LOSS)

 

Net foreign exchange income includes the income earned from foreign currency trading, differences arising 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 sale.

 

For the years ended December 31, 2015, 2014 and 2013, net foreign exchange income is as follows:

 

   For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Net foreign exchange gain (loss)          
Net profit (loss) from currency exchange differences (197,875)   (370,282)   (242,841)
Hedging derivatives 777,254   621,767   379,910
Income from assets indexed to foreign currency 25,421   22,404   8,600
Income from liabilities indexed to foreign currency (1,404)   (1,677)   (943)
Total 603,396   272,212   144,726

 

F-108 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 29

PROVISIONS FOR LOAN LOSSES

 

a)For the years ended December 31, 2015, 2014 and 2013 activity for provisions for loan losses is as follows:

 

  Loans and accounts receivable from customers     Total
For the year ended December 31, 2015

Interbank

loans

Individual

Commercial

loans

Mortgage

loans

Consumer

loans

Contingent

loans

Individual Group Group Group Individual Group
  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Charged-off individually significant loans - (12,955) - - - - - (12,955)
Provisions established (1,357) (124,968) (136,778) (34,373) (248,937) (2,808) (2,601) (551,822)
Total provisions and charge-offs (1,357) (137,923) (136,778) (34,373) (248,937) (2,808) (2,601) (564,777)
Provisions released 192 46,614 17,885 7,205 18,126 5,042 2,296 97,360
Recovery of loans previously charged off - 8.978 17,054 6,543 35,565 - - 68,140
Net charge to income (1,165) (82,331) (101,839) (20,625) (195,246) 2,234 (305) (399,277)

 

 

  Loans and accounts receivable from customers     Total
For the year ended December 31, 2014

Interbank

loans 

Individual

Commercial

loans

Mortgage 

loans

Consumer

loans

Contingent

loans

Individual Group Group Group Individual Group
  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Charged-off individually significant loans -    (10,811) - - - -      (10,811)
Provisions established (60) (52,240) (174,244) (24,907) (218,941) (8,305) (3,641) (482,338)
Total provisions and charge-offs (60) (63,051) (174,244) (24,907) (218,941) (8,305) (3,641) (493,149)
Provisions released 554 15,903 7,127 6,561 38,275 4,431 6,418   79,269
Recovery of loans previously charged off -    5,302 11,645 5,122 36,908 -    - 58,977
Net charge to income 494 (41,846) (155,472) (13,224) (143,758) (3,874) 2,777 (354,903)

 

 

  Loans and accounts receivable from customers     Total
For the year ended December 31, 2013

Interbank

loans

Individual

Commercial

loans

Mortgage

loans

Consumer

loans

Contingent

loans

Individual Group Group Group Individual Group
  MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$
Charged-off individually significant loans - (8,071) - - - - - (8,071)
Provisions established (455) (92,008) (98,715) (42,487) (258,446) (7,402) (3,109) (502,622)
Total provisions and charge-offs (455) (100,079) (98,715) (42,487) (258,446) (7,402) (3,109) (510,693)
Provisions released 119 22,014 11,151 9,216 35,482 2,128 3,837 83,947
Recovery of loans previously charged off - 4,572 9,973 4,735 36,004 - - 55,284
Net charge to income (336) (73,493) (77,591) (28,536) (186,960) (5,274) 728 (371,462)

  

b)The detail of Charge-off of individually significant loans, is as follows:

 

    For the years ended December 31,
    2015 2014   2013
    MCh$ MCh$   MCh$
           
Charge-off of loans   50,656               37,673   26,390
Provision applied   (37,701) (26,862)   (18,319)
Net charge offs of individually significant loans   12,955 10,811   8,071

 

F-109 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 30

PERSONNEL SALARIES AND EXPENSES

 

For the years ended December 31, 2015, 2014 and 2013, the composition of personnel salaries and expenses is as follows:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Personnel compensation 233,707   213,364   197,695
Bonuses or gratifications 78,260   77,145   67,805
Stock-based benefits 66   329   684
Seniority compensation: 34,012   10,551   8,828
Pension plans 431   1,395   (311)
Training expenses 3,186   2,477   2,366
Day care and kindergarten 2,992   2,485   2,542
Health funds 4,474   4,082   3,493
Welfare funds 754   533   76
Other personnel expenses 29,181   26,527   25,166
Total 387,063   338,888   308,344

 

F-110 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 31

ADMINISTRATIVE EXPENSES

 

For the years ended December 31, 2015, 2014 and 2013, the composition of the item is as follows:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
General administrative expenses 127,826   125,271   116,685
Maintenance and repair of property, plant and equipment 20,002   17,498   15,368
Office lease 27,472   28,348   26,105
Equipment lease 134   94   106
Insurance payments 3,656   3,302   2,989
Office supplies 6,232   4,567   4,579
IT and communication expenses 28,420   29,379   29,144
Heating, and other utilities 4,764   4,131   3,871
Security and valuables transport services 15,393   17,089   15,879
Representation and personnel travel expenses 4,590   4,173   5,255
Judicial and notarial expenses 2,103   2,192   1,619
Fees for technical reports and auditing 7,301   6,891   6,400
Other general administrative expenses 7,759   7,607   5,370
Outsourced services 60,913   51,504   44,411
Data processing 39,286   32,253   26,489
Products sale 226   1,502   1,820
Archive services 1,047   3,305   1,728
Valuation services 2,969   2,119   2,265
Outsourcing 7,275   5,608   9,489
Other 10,110   6,717   2,620
Board expenses 1,465   1,314   1,154
Marketing expenses 18,483   16,419   15,800
Taxes, payroll taxes, and contributions 11,844   10,641   10,141
Real estate taxes 1,813   1,415   1,201
Patents 1,589   1,525   1,843
Other taxes 3   15   4
Contributions to SBIF 8,439   7,686   7,093
Total 220,531   205,149   188,191

 

F-111 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 32

DEPRECIATION, AMORTIZATION, AND IMPAIRMENT

 

Depreciation, amortization and impairment charges for the years ended December 31, 2015, 2014 and 2013, are detailed below:

 

  For the years ended December 31,  
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Depreciation and amortization          
Depreciation of property, plant, and equipment (36,195)   (27,571)   (22,452)
Amortization of Intangible assets (17,419)   (16,601)   (38,622)
Total depreciation and amortization (53,614)   (44,172)   (61,074)
Impairment of property, plant, and equipment (21)   (108)   (244)
Impairment of intangibles -   (36,556)   -
Total (53,635)   (80,836)   (61,318)

 

As of December 31, 2015, the costs for Property, plant, and equipment impairment totaled Ch$21 million, mainly due to damages to ATMs and Ch$435 million for insurance compensation (Ch$108 million as of December 31, 2014).

 

 

NOTE 33

OTHER OPERATING INCOME AND EXPENSES

 

a)Other operating income is comprised of the following components:

 

    For the years ended December 31,
    2015   2014   2013
    MCh$   MCh$   MCh$
             
Income from assets received in lieu of payment            
Income from sale of assets received in lieu of payment   2,455   2,811   6,571
Recovery of charge-offs and income from assets received in lieu of payment   -   -   -
Subtotal   2,455   2,811   6,571
Income from sale of investments in other companies            
Gain on sale of investments in other companies   617   -   78,122
Subtotal   617   -   78,122
Other income            
Leases   708   805   328
Income from sale of property, plant and equipment   381   687   176
Recovery of provisions for contingencies   -   315   77
Compensation from insurance companies due to damages   435   661   725
Other   1,843   1,266   2,156
Subtotal   3,367   3,734   3,462
             
Total   6,439   6,545   88,155

 

F-112 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 33

OTHER OPERATING INCOME AND EXPENSES, continued

 

b)Other operating expenses are detailed as follows:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
Allowances and expenses for assets received in lieu of payment          
Provision on assets received in lieu of payment 7,803   1,577   2,363
Expenses for maintenance of assets received in lieu of payment 2,397   2,489   2,461
Subtotal 10,200   4,066   4,824
           
Credit card expenses 4,624   2,638   2,157
           
Customer services 3,919   9,940   10,954
           
Other expenses          
Operating charge-offs 5,359   6,153   8,222
Life insurance and general product insurance policies 11,225   8,919   7,348
Additional tax on expenses paid overseas 2,651   3,055   2,862
Provisions for contingencies 15,230   13,080   5,805
Expense for adopting chip technology on cards -   2,400   2,283
Other 5,521   8,695   7,883
Subtotal 39,986   42,302   34,403
           
Total 58,729   58,946   52,338

 

F-113 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 34

TRANSACTIONS WITH RELATED PARTIES

 

In addition to Affiliates and associated entities, the Bank’s “related parties” include its “key personnel” from the executive staff (members of the Bank’s Board of Directors and Managers of Banco Santander Chile and its affiliates, together with their close relatives), as well as the entities over which the key personnel could exercise significant influence or control.

 

The Bank also considers the companies that are part of the Santander Group worldwide as related parties, given that all of them have a common parent, i.e., Banco Santander S.A. (located in Spain).

 

Transactions between the Bank and its related parties are specified below. To facilitate comprehension, we have divided the information into four categories:

 

Santander Group Companies

 

This category includes all the companies that are controlled by the Santander Group around the world, and hence, it also includes the companies over which the Bank exercises any degree of control (Affiliates and special-purpose entities).

 

Associated companies

 

This category includes the entities over which the Bank, in accordance with section b) of Note 1 to these Financial Statements, exercises a significant degree of influence and which generally belong to the group of entities known as “business support companies.”

 

Key personnel

 

This category includes members of the Bank’s Board of Directors and managers of Banco Santander Chile and its affiliates, together with their close relatives.

 

Other

 

This category encompasses the related parties that are not included in the groups identified above and which are, in general, entities over which the key personnel could exercise significant influence or control.

 

The terms for transactions with related parties are equivalent to those which prevail in transactions made under market conditions or to which the corresponding considerations in kind have been attributed.

 

F-114 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 34

TRANSACTIONS WITH RELATED PARTIES, continued

 

a)Loans to related parties:

 

Below are loans and accounts receivable as well as contingent loans that correspond to related entities:

 

  As of December 31,
  2015   2014   2013
 

Companies

of the Group

Associated

companies

Key

personnel

Other  

Companies

of the Group

Associated

companies

Key

personnel

Other  

Companies

of the Group

Associated

companies

Key

personnel

Other
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Loans and accounts receivable:                            
Commercial loans   77,388 565 5,841 1,963   51,647 9,614 4,348 8,743   47,305 618 4,022 51,141
Mortgage loans - - 20,559 -   - - 19,941 -   - - 15,561 -
Consumer loans - - 2,274 -   - - 2,798 -   - - 2,061 -
Loans and accounts receivable: 77,388 565 28,674 1,963   51,647 9,614 27,087 8,743   47,305 618 21,644 51,141
                             
Allowance for loan losses (213) (190) (62) (20)   (139) (10) (46) (18)   (238) (3) (44) (6)
Net loans 77,175 375 28,612 1,943   51,508 9,604 27,041 8,725   47,067 615 21,600 51,135
                             
Guarantees 499,803 - 25,493 1,632   409,339 - 23,896 1,289   124,420 - 19,237 2,326
                             
Contingent loans:                            
Personal guarantees - - - -   - - -     - - - -
Letters of credit 29,275 - - -   16,000 - - 11   30,714 - - -
Guarantees 510,309 - - 2   432,802 - - 762   172,274 - - 9,989
Contingent loans: 539,584 - - 2   448,802 - - 773   202,988 - - 9,989
                             
Allowance for contingent loans (11) - - -   (12) - - -   (22) - - (4)
                             
Net contingent loans 539,573 - - 2   448,790 - - 773   202,966 - - 9,985

 

F-115 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 34

TRANSACTIONS WITH RELATED PARTIES, continued

 

Loan activity to related parties during 2015, 2014 and 2013 is shown below:

 

  As of December 31,  
  2015   2014   2013
Companies of the Group Associated companies Key Personnel

Other

  Companies of the Group Associated companies Key Personnel

Other

  Companies of the Group Associated companies Key Personnel

Other

  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Opening balances as of January 1, 500,449 9,614 27,087 9,516   250,293 618 21,644 61,130   107,384 668 19,512 59,166
Loans granted 276,383 7 8,991 4,113   338,784 9,108 11,651 17,585   161,763 377 7,313 14,858
Loans payments (159,864) (9,056) (7,403) (11,663)   (88,628) (112) (6,208) (69,199)   (18,854) (427) (5,181) (12,894)
                             
Total 616,968 565 28,675 1,966   500,449 9,614 27,087 9,516   250,293 618 21,644 61,130

 

 

F-116 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 34

TRANSACTIONS WITH RELATED PARTIES, continued

 

b)Assets and liabilities with related parties

 

  As of December 31,  
  2015   2014   2013
  Companies of the Group Associated companies Key personnel Other  

Companies

of the Group

Associated companies

Key

personnel

Other  

Companies

of the Group

Associated companies

Key

personnel

Other
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Assets                            
Cash and deposits in banks 23,578 - - -   193,377 - - -   5,306 - - -
Trading investments - - - -   - - - -   - - - -

Obligations under repurchase agreements

- - - -   - - - -   - - - -
Financial derivative contracts 771,774 - - -   995,468 - - -   557,026 - - -
Available for sale investments - - - -   - - - -   - - - -
Other assets 3,218 - - -   2,776 - - -   2,460 - - -
                             
Liabilities                            
Deposits and other demand liabilities 9,987 8,535 2,454 1,373   5,061 1,168 2,403 4,602   58,030 10,406 2,783 23,300

Obligations under repurchase agreements

12,006 - - -   47,010 - - -   59,703 - - -
Time deposits and other time liabilities 1,360,572 234 2,728 898   269,381 2,320 81,079 81,079   54,212 299 3,774 156,977
Financial derivative contracts 1,323,996 - - -   1,395,507 - - -   537,162 - - -
Issued debt instruments 398,565 - - -   336,323 - - -   96,872 - - -
Other financial liabilities 2,409 - - -   846 - - -   3,912 - - -
Other liabilities 376 - - -   771 - - -   462 - - -

 

F-117 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 34

TRANSACTIONS WITH RELATED PARTIES, continued

 

c)Income (expense) recorded due to transactions with related parties

 

  For the years ended December 31,
  2015   2014   2013
  Companies of the Group Associated Companies Key personnel Other   Companies of the Group Associated companies Key personnel Other   Companies of the Group Associated Companies Key personnel Other
  MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$   MCh$ MCh$ MCh$ MCh$
                             
Income (expense) recorded                            
Interest income and inflation-indexation adjustments (10,986) - 1,664 116   (11,130) 25 1,963 (2,509)   (8,812) 50 1,065 (1,082)
Fee and commission income and expenses 35,955 77 208 39   30,591 84 230 167   - 75 120 3,615
Net income (expense) from financial operations and net foreign exchange gain (loss) (*) (321,985) - 15 6   (315,918) - 20 (10,051)   (8,690) - (4) (1,534)
Other operating income and expenses 955 - - -   1,158 - - -   955 - - -
Income from sale of investments in other companies (**) - - - -   - - - -   78,122 - - -
Key personnel compensation and expenses - - (39,323) -   - - (31,361) -   - - (31,652) -
Administrative and other expenses (30,591) (41,691) - -   (30,342) (33,961) - -   (28,371) (30,758) - -
                             
Total (326,652) (41,614) (37,436) 161   (325,641) (33,852) (29,148) (12,393)   33,204 (30,633) (30,471) 999

 

(*) Primarily relates to derivative contracts used to financially cover exchange risk of assets and liabilities that cover positions of the Bank and its subsidiaries.

 

(**) Corresponds to the profit from the sale of the subsidiary Santander Asset Management S.A. Administradora General de Fondos.

 

F-118 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 34

TRANSACTIONS WITH RELATED PARTIES, continued

 

d)Payments to Board members and key management personnel

 

The compensation received by key management personnel, including Board members and all the executives holding manager positions shown in the “Personnel salaries and expenses” and/or “Administrative expenses” items of the Consolidated Statement of Income, corresponds to the following categories:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Personnel compensation 18,605   17,410   16,954
Board members’ salaries and expenses 1,374   1,235   1,083
Bonuses or gratifications 12,861   12,358   11,267
Compensation in stock 66   310   684
Training expenses 122   78   55
Seniority compensation 4,154   234   1,064
Health funds 314   288   290
Other personnel expenses 1,396   504   566
Pension plans (*) 431   1,395   (311)
Total 39,323   33,812   31,652

 

(*) Some of the executives that qualified for this benefit left the Group for different reasons, without complying with the requirements to use the benefit, therefore the obligation amount decreased, which generated the reversal of provisions.

 

e)Composition of key personnel

 

As of December 31, 2015, 2014 and 2013, the composition of the Bank’s key personnel is as follows:

 

Position No. of executives
As of December 31,
  2015 2014 2013
       
Director 12 13 12
Division manager 16 18 16
Department manager 79 90 80
Manager 53 54 60
       
Total key personnel 160 175 168

 

F-119 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 35

PENSION PLANS

 

The Bank has an additional benefit available to its principal executives, consisting of a pension plan. The purpose of the pension plan is to endow the executives with funds for a better supplementary pension upon their retirement.

 

For this purpose, the Bank will match the voluntary contributions made by the beneficiaries for their future pensions with an equivalent contribution. The executives will be entitled to receive this benefit only when they fulfill the following conditions:

 

a.Aimed at the Bank’s management.

 

b.The general requisite to apply for this benefit is that the employee must be carrying out his/her duties when turning 60 years old.

 

c.The Bank will create a pension fund, with life insurance, for each beneficiary in the plan. Periodic contributions into this fund are made by the manager and matched by the Bank.

 

d.The Bank will be responsible for granting the benefits directly.

 

If the working relationship between the manager and the respective company ends, before s/he fulfills the abovementioned requirements, s/he will have no rights under this benefit plan.

 

In the event of the executive’s death or total or partial disability, s/he will be entitled to receive this benefit.

 

The Bank will make contributions to this benefit plan on the basis of mixed collective insurance policies whose beneficiary is the Bank. The life insurance company with whom such policies are executed is not an entity linked or related to the Bank or any other Santander Group company.

 

Plan Assets owned by the Bank at the end of 2015 totaled Ch$6,945 million (Ch$6,495 million in 2014).

 

The amount of the defined benefit plans has been quantified by the Bank, based on the following criteria:

 

Calculation method:

 

Use of the projected unit credit method which considers each working year as generating an additional amount of rights over benefits and values each unit separately. It is calculated based primarily on fund contributions, as well as other factors such as the legal annual pension limit, seniority, age and yearly income for each unit valued individually.

 

Assets related to the pension fund contributed by the Bank into the Seguros Euroamérica insurance company with respect to defined benefit plans are presented as net of associated commitments.

 

Actuarial hypothesis assumptions:

 

Actuarial assumptions with respect to demographic and financial variables are non-biased and mutually compatible with each other. The most significant actuarial hypotheses considered in the calculations were:

 

 

Plans

post-employment

 

Plans

post-employment

  2015   2014
       
Mortality chart RV-2009   RV-2009
Termination of contract rates 5.0%   5.0%
Impairment chart PDT 1985   PDT 1985

 

F-120 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 35

PENSION PLANS, continued

 

Activity for post-employment benefits is as follows:

 

  As of December 31,
  2015   2014
  MCh$   MCh$
Plan assets 6,945   6,495
Commitments for defined-benefit plans      
For active personnel (5,070)   (4,639)
Incurred by inactive personnel -   -
Minus:      
Unrealized actuarial (gain) losses -   -
Balances at year end 1,875   1,856

 

Year’s cash flow for post-employment benefits is as follows:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
a) Fair value of plan assets          
Opening balance 6,495   5,171   5,584
Expected yield of insurance contracts 432   446   247
Employer contributions 18   878   (660)
Actuarial (gain) losses -   -   -
Premiums paid -   -   -
Benefits paid -   -   -
Fair value of plan assets at year end 6,945   6,495   5,171
b) Present value of obligations          
Present value of obligations opening balance (4,639)   (3,244)   (3,594)
Net incorporation of Group companies -   -   -
Service cost (431)   (1,395)   (311)
Interest cost -   -   -
Curtailment/settlement effect -   -   -
Benefits paid -   -   -
Past service cost -   -   -
Actuarial (gain) losses -   -   17
Other -   -   -
Present value of obligations at year end (5,070)   (4,639)   (3,888)
Net balance at year end 1,875   1,856   1,283

 

F-121 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 35

PENSION PLANS, continued

 

Plan expected profit:

 

  As of December 31,
  2015   2014   2013
           
Type of expected yield from the plan’s assets UF + 2.50% annual   UF + 2.50% annual   UF + 2.50% annual
Type of yield expected from the reimbursement rights UF + 2.50% annual   UF + 2.50% annual   UF + 2.50% annual

 

Plan associated expenses:

 

  For the years ended December 31,
  2015   2014   2013
  MCh$   MCh$   MCh$
           
Current period service expenses 431   1,395   311
Interest cost -   -   -
Expected yield from plan’s assets (432)   (446)   (247)
Expected yield of insurance contracts linked to the Plan:          
Extraordinary allocations -   -   -
Actuarial (gain)/ losses recorded in the period -   -   (17)
Past service cost -   -   -
Other -   -   -
Total (1)   949   47

 

F-122 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 36

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

 

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. The measurement of fair value assumes the sale transaction of an asset or the transference of the liability happens within the main asset or liability market, or the most advantageous market for the asset or liability.

 

For financial instruments with no available market prices, fair values have been estimated by using recent transactions in analogous instruments, and in the absence thereof, the present values or other valuation techniques based on mathematical valuation models sufficiently accepted by the international financial community. In the use of these models, consideration is given to the specific particularities of the asset or liability to be valued, and especially to the different kinds of risks associated with the asset or liability.

 

These techniques are significantly influenced by the assumptions used, including the discount rate, the estimates of future cash flows and prepayment expectations. Hence, the fair value estimated for an asset or liability may not coincide exactly with the price at which that asset or liability could be delivered or settled on the date of its valuation, and may not be justified in comparison with independent markets.

 

Except as detailed in the following table, the management consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values.

 

Determination of fair value of financial instruments

 

Below is a comparison between the value at which the Bank’s financial assets and liabilities are recorded and their fair value as of December 31, 2015 and 2014:

 

  As of December 31,
  2015   2014
  Book value   Fair value   Book value   Fair value
  MCh$   MCh$   MCh$   MCh$
               
Assets              
Trading investments 324,271   324,271   774,815   774,815
Financial derivative contracts 3,205,926   3,205,926   2,727,563   2,727,563
Loans and accounts receivable from customers and interbank loans, net 24,538,456   26,676,836   22,208,332   24,176,606
Available for sale investments 2,044,411   2,044,411   1,651,598   1,651,598
Guarantee deposits (margin accounts) 649,325   649,325   436,717   436,717
               
Liabilities              
Deposits and interbank borrowings 20,846,462   21,167,077   18,126,038   18,470,479
Financial derivative contracts 2,862,606   2,862,606   2,561,384   2,561,384
Issued debt instruments and other financial liabilities 6,177,622   6,556,120   5,990,237   6,456,142
Guarantees received (margin accounts) 819,331   819,331   473,343   473,343

 

The fair value approximates the carrying amount of the following line items due to their short-term nature: cash and deposits-banks, cash items in process of collection and investments under resale or repurchase agreements.

 

In addition, the fair value estimates presented above do not attempt to estimate the value of the Bank’s profits generated by its business activity, nor its future activities, and accordingly, they do not represent the Bank’s value as a going concern. Below is a detail of the methods used to estimate the financial instruments’ fair value.

 

a)Trading investments and available for sale investment instruments

 

The estimated fair value of these financial instruments was established using market values or estimates from an available dealer, or quoted market prices of similar financial instruments. Investments are evaluated at recorded value since they are considered as having a fair value not significantly different from their recorded value. To estimate the fair value of debt investments or representative values in these lines of businesses, we take into consideration additional variables and elements, as long as they apply, including the estimate of prepayment rates and credit risk of issuers.

 

F-123 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 36

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES, continued

 

b)Loans and accounts receivable from customers and interbank loans

 

Fair value of commercial, mortgage and consumer loans and credit cards is measured through a discounted cash flow (DCF) analysis. To do so, we use current market interest rates considering product, term, amount and similar loan quality. Fair value of loans with 90 days or more of delinquency are measured by means of the market value of the associated guarantee, minus the rate and term of expected payment. For variable rate loans whose interest rates change frequently (monthly or quarterly) and that are not subjected to any significant credit risk change, the estimated fair value is based on their book value.

 

c)Deposits

 

Disclosed fair value of deposits that do not bear interest and saving accounts is the amount payable at the reporting date and, therefore, equals the recorded amount. Fair value of time deposits is calculated through a discounted cash flow calculation that applies current interest rates from a monthly calendar of scheduled maturities in the market.

 

d)Short and long term issued debt instruments

 

The fair value of these financial instruments is calculated by using a discounted cash flow analysis based on the current incremental lending rates for similar types of loans having similar maturities.

 

e)Financial derivative contracts

 

The estimated fair value of financial derivative contracts is calculated using the prices quoted on the market for financial instruments having similar characteristics.

 

The fair value of interest rate swaps represents the estimated amount that the Bank determines as exit price in accordance with IFRS 13.

 

If there are no quoted prices from the market (either direct or indirect) for any derivative instrument, the respective fair value estimates have been calculated by using models and valuation techniques such as Black-Scholes, Hull, and Monte Carlo simulations, taking into consideration the relevant inputs/outputs such as volatility of options, observable correlations between underlying assets, counterparty credit risk, implicit price volatility, the velocity with which the volatility reverts to its average value, and the straight-line relationship (correlation) between the value of a market variable and its volatility, among others.

 

Measurement of fair value and hierarchy

 

IFRS 13 - Fair Value Measurement, provides a hierarchy of reasonable values which separates the inputs and/or valuation technique assumptions used to measure the fair value of financial instruments. The hierarchy reflects the significance of the inputs used in making the measurement. The three levels of the hierarchy of fair values are the following:

 

• Level 1: the inputs are quoted prices (unadjusted) on active markets for identical assets and liabilities that the Bank can access on the measurement date.

 

• Level 2: inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

• Level 3: inputs are unobservable inputs for the asset or liability i.e. they are not based on observable market data.

 

F-124 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 36

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES, continued

 

The hierarchy level within which the fair value measurement is categorized in its entirety is determined based on the lowest level of input that is significant to the fair value measurement in its entirety.

 

The best evidence of a financial instrument’s fair value at the initial time is the transaction price (Level 1).

 

In cases where quoted market prices cannot be observed, Management makes its best estimate of the price that the market would set using its own internal models which in most cases use data based on observable market parameters as a significant input (Level 2) and, in very specific cases, significant inputs not observable in market data (Level 3). Various techniques are employed to make these estimates, including the extrapolation of observable market data.

 

Financial instruments at fair value and determined by quotations published in active markets (Level 1) include:

 

-Chilean Government and Department of Treasury bonds

 

Instruments which cannot be 100% observable in the market are valued according to other inputs observable in the market (Level 2).

 

The following financial instruments are classified under Level 2:

 

Type of

financial instrument

Model

used in valuation

Description
ž Mortgage and private bonds Present Value of Cash Flows Model

Internal Rates of Return (“IRRs”) are provided by RiskAmerica, according to the following criterion:

If, at the valuation day, there are one or more valid transactions at the Santiago Stock Exchange for a given nemotechnic, the reported rate is the weighted average amount of the observed rates.

In the case there are no valid transactions for a given mnemonic on the valuation day, the reported rate is the IRR base from a reference structure, plus a spread model based on historical spread for the same item or similar ones.

     
ž Time deposits Present Value of Cash Flows Model

IRRs are provided by RiskAmerica, according to the following criterion:

If, at the valuation day, there are one or more valid transactions at the Santiago Stock Exchange for a given mnemonic, the reported rate is the weighted average amount of the observed rates.

In the case there are no valid transactions for a given mnemonic on the valuation day, the reported rate is the IRR base from a reference structure, plus a spread model based on issuer curves.

     
ž Constant Maturity Swaps (CMS), FX and Inflation Forward (Fwd) , Cross Currency Swaps (CCS), Interest Rate Swap (IRS) Present Value of Cash Flows Model

IRRs are provided by ICAP, GFI, Tradition, and Bloomberg according to this criterion:

With published market prices, a valuation curve is created by the bootstrapping method and is then used to value different derivative instruments.

     
ž FX Options Black-Scholes

Formula adjusted by the volatility simile (implicit volatility). Prices (volatility) are provided by BGC Partners, according to this criterion:

With published market prices, a volatility parameter is created by interpolation and then these volatilities are used to value options.

 

 

In limited occasions significant inputs not observable in market data are used (Level 3). To carry out this estimate, several techniques are used, including extrapolation of observable market data or a mix of observable data.

 

F-125 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 36

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES, continued

 

The following financial instruments are classified under Level 3:

 

Type of

financial instrument

Model

used in valuation

Description
ž Caps/ Floors/ Swaptions Black Normal Model for Cap/Floors and Swaptions There is no observable input of implicit volatility.
     
ž UF options Black – Scholes There is no observable input of implicit volatility.
     
ž Cross currency swap with window Hull-White Hybrid HW model for rates and Brownian motion for FX There is no observable input of implicit volatility.
     
ž CCS (special contracts) Implicit Forward Rate Agreement (FRA) Start Fwd unsupported by MUREX (platform) due to the UF forward estimate.
     
ž Cross currency swap, Interest rate swap, Call money swap in Tasa Activa Bancaria (Active Bank Rate) TAB, Present Value of Cash Flows Model Validation obtained by using the interest curve and interpolating flow maturities, but TAB is not a directly observable variable and is not correlated to any market input.
     
ž Bonds (in our case, low liquidity bonds) Present Value of Cash Flows Model Valued by using similar instrument prices plus a charge-off rate by liquidity.

 

The Bank does not believe that any change in unobservable inputs with respect to level 3 instruments would result in a significantly different fair value measurement.

 

The following table presents the assets and liabilities that are measured at fair value on a recurrent basis, as of December 31, 2015 and 2014:

 

  Fair value measurement
As of December 31, 2015   Level 1   Level 2   Level 3
  MCh$   MCh$   MCh$   MCh$
               
Assets              
Trading investments 324,271   283,236   41,035   -
Available for sale investments 2,044,411   1,287,589   756,056   766
Derivatives 3,205,926   -   3,166,779   39,147
Guarantee deposits (margin accounts) 649,325   649,325   -   -
Total 6,223,933   2,220,150   3,963,870   39,913
               
               
Liabilities              
Derivatives 2,862,606   -   2,862,606   -
Guarantees received (margin accounts) 819,331   819,331   -   -
Total 3,681,937   819,331   2,862,606   -
             
               
  Fair value measurement
As of December 31, 2014   Level 1   Level 2   Level 3
  MCh$   MCh$   MCh$   MCh$
               
Assets              
Trading investments 774,815   731,344   43,471   -
Available for sale investments 1,651,598   1,028,639   622,075   884
Derivatives 2,727,563   -   2,684,782   42,781
Guarantee deposits (margin accounts) 436,717   -   436,717   -
Total 5,590,693   1,759,983   3,787,045   43,665
               
               
Liabilities              
Derivatives 2,561,384   -   2,561,384   -
Guarantees received (margin accounts) 473,343   -   473,343   -
Total 3,034,727   -   3,034,727   -
               

F-126 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 36

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES, continued

 

The following table presents assets or liabilities which are not measured at fair value in the statement of financial position but for which the fair value is disclosed, as of December 31, 2015 and 2014:

 

  Fair value measurement
As of December 31, 2015   Level 1   Level 2   Level 3
  MCh$   MCh$   MCh$   MCh$
Assets              
Loans and accounts receivable from customers and interbank loans, net 26,676,836   -   26,676,836   -
Total 26,676,836   -   26,676,836   -
Liabilities              
Deposits and interbank borrowings 21,167,077   -   21,167,077   -
Issued debt instruments and other financial liabilities 6,556,120   -   6,556,120   -
Total 27,723,197   -   27,723,197   -
             
               
  Fair value measurement
As of December 31, 2014   Level 1   Level 2   Level 3
  MCh$   MCh$   MCh$   MCh$
               
Assets              
Loans and accounts receivable from customers and interbank loans, net 24,176,606   -   24,176,606   -
Total 24,176,606   -   24,176,606   -
Liabilities              
Deposits and interbank borrowings 18,470,479   -   18,470,479   -
Issued debt instruments and other financial liabilities 6,456,142   -   6,456,142   -
Total 24,926,621   -   24,926,621   -
               

There were no transfer between levels 1 and 2 for the year ended December 31, 2015 and 2014.

 

F-127 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 36

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES, continued

 

The following table presents the Bank’s activity for assets and liabilities measured at fair value on a recurrent basis using unobserved significant entries (Level 3) as of December 31, 2015 and 2014:

 

  Assets   Liabilities
  MCh$   MCh$
       
As of January 1, 2015 43,665   -
       
Total realized and unrealized profits (losses)      
Included in statement of income (3,634)   -
Included in other comprehensive income (118)   -
Purchases, issuances, and loans (net) -   -
       
As of December 31, 2015 39,913   -
       
Total profits or losses included in comprehensive income for 2015 that are attributable to change in unrealized profit (losses) related to assets or liabilities as of December 31, 2014 (3,752)   -
       
  Assets   Liabilities
  MCh$   MCh$
       
As of January 1, 2014 52,104   (1,419)
       
Total realized and unrealized profits (losses)      
Included in statement of income (8,485)   1,419
Included in other comprehensive income 46   -
Purchases, issuances, and loans (net) -   -
       
As of December 31, 2014 43,665   -
       
Total profits or losses included in comprehensive income for 2014 that are attributable to change in unrealized profit (losses) related to assets or liabilities as of December 31, 2013 (8,439)   1,419
       

 

The realized and unrealized profits (losses) included in comprehensive income for 2015 and 2014, in the assets and liabilities measured at fair value on a recurrent basis through unobservable market data (Level 3) are recorded in the Statement of Comprehensive Income.

 

The potential effect as of December 31, 2015 and 2014 on the valuation of assets and liabilities valued at fair value on a recurrent basis through unobservable significant entries (level 3), generated by changes in the principal assumptions if other reasonably possible assumptions that are less or more favorable were used, is not considered by the Bank to be significant.

 

F-128 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT

 

Introduction and general description

 

The Bank, due to its activities with financial instruments is exposed to several types of risks. The main risks related to financial instruments that apply to the Bank are as follows:

 

-Market risk: rises from holding financial instruments whose value may be affected by fluctuations in market conditions, generally including the following types of risk:

 

a.Foreign exchange risk: this arises as a consequence of exchange rate fluctuations among currencies.

 

b.Interest rate risk: this arises as a consequence of fluctuations in market interest rates.

 

c.Price risk: this arises as a consequence of changes in market prices, either due to factors specific to the instrument itself or due to factors that affect all the instruments negotiated in the market.

 

d.Inflation risk: this arises as a consequence of changes in Chile’s inflation rate, whose effect would be mainly applicable to financial instruments denominated in UFs.

 

-Credit risk: this is the risk that one of the parties to a financial instrument fails to meet its contractual obligations for reasons of insolvency or inability of the individuals or legal entities in question to continue as a going concern, causing a financial loss to the other party.

 

-Liquidity risk: is the possibility that an entity may be unable to meet its payment commitments, or that in order to meet them, it may have to raise funds with onerous terms or risk damage to its image and reputation.

 

-Operating risk: this is a risk arising from human errors, system errors, fraud or external events which may damage the Bank’s reputation, may have legal or regulatory implications, or cause financial losses.

 

This note includes information on the Bank’s exposure to these risks and on its objectives, policies, and processes involved in their measurement and management.

 

Risk management structure

 

The Board is responsible for the establishment and monitoring of the Bank’s risk management structure, for which purpose it has an on-line corporate governance system which incorporates international recommendations and trends, adapted to Chilean regulatory conditions and given it the ability to apply the most advanced practices in the markets in which the Bank operates. To optimize the performance of this function, the Board of Directors has established the Asset and Liability Committee (“ALCO”), whose principal task is to assist in carrying out its functions relating to oversight and management of the Bank’s risks. To complement the ALCO in the risk management function, the Board also has three key committees: the Markets Committee (“CDM,” the acronym in Spanish) the Executive Credit Committee (“CEC,” the acronym in Spanish) and the Audit Committee (“CDA,” the acronym in Spanish). Each of these committees is composed of directors and executive members of the Bank’s management.

 

The ALCO is responsible for developing risk handling policies of the Bank following the Board and Santander Spain Global Risk Department guidelines, as well as the requirements of the Chilean SBIF. Said policies have been created mainly to identify and analyze the risks the Bank faces, establishing risk limits and adequate control monitoring risks, and for abiding by limits. Risk handling policies and systems are revised regularly to reflect changes in market conditions and products or services offered. The Bank, through the creation and management of regulations and procedures, aims at developing a disciplined and constructive control environment in which all employees understand their role and duties.

 

To carry out its duties, the ALCO works directly with the Bank’s control and risk departments, whose joint objectives include the following:

 

-evaluate risks whose magnitude might threaten the Bank’s solvency or which might potentially pose significant risks to its operations or reputation;

-ensure that the Bank is equipped with the means, systems, structures, and resources, consistent with best practices, which enable the implementation of the risk management strategy;

-ensure the integration, control, and management of all the Bank’s risks;

-apply homogeneous risk principles, policies, and metrics throughout the Bank and its businesses;

 

F-129 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

-develop and implement a risk management model at the bank, in order for risk exposure to be adequately integrated into the different decision making processes;

-identify risk concentrations and mitigation alternatives, monitor the macroeconomic and competitive environment, quantifying sensitivities and the foreseeable impact of different scenarios on risk positioning; and

-carry out the management of structural liquidity, interest rate, and exchange rate risks, as well as those arising from the Bank’s own resource base.

 

To achieve the aforementioned objectives, the Bank (its management and the ALCO) performs a variety of activities relating to risk management, including the following: calculate exposures to risk from different portfolios and/or investments, taking into consideration mitigating factors (guarantees, netting, collateral, etc.); calculate the probabilities of expected loss for each portfolio and/or investment; assign loss factors to new transactions (rating and scoring); measure the risk values of the portfolios and/or investments based on different scenarios by means of historical simulations; specify limits for potential losses based on the different risks incurred; determine the potential impact of the structural risks on the Bank’s Consolidated Statement of Income; set limits and alerts which guarantee the Bank’s liquidity; and identify and quantify the operating risks by line of business, so as to facilitate their mitigation through corrective actions.

 

The CDA is mainly responsible for supervising compliance with the Bank’s risk management policies and procedures, and for reviewing the adaptation of the risk management framework to the risks faced by the Bank.

 

Credit risk

 

Credit risk is the risk that one of the parties to a financial instrument fails to meet its contractual obligations for reasons of insolvency or inability of the individuals or legal entities in question to continue as a going concern, causing a financial loss to the other party. To manage credit risk, the Bank consolidates all elements and components of credit risk exposure (e.g. individual delinquency risk, innate risk of a business line or segment, and/or geographical risk).

 

Mitigation of credit risk for loans and accounts receivable

 

The Board has delegated the duty of credit risk management to the ALCO and CEC, as well as to the Bank’s risk departments, whose roles are summarized below:

 

-Formulation of credit policies, by consulting with the business units, meeting requirements of guarantees, credit evaluation, risk rating and submission of reports, documentation and legal procedures in compliance with the regulatory, legal and internal requirements of the Bank.

 

-Establish the structure to approve and renew credit requests. The Bank structures credit risks by assigning limits to the concentration of that risk in terms of individual debtors, debtor groups, industry segment and country. Approval levels are assigned to the correspondent officials of the business unit (commercial, consumer, SMEs) to be exercised by that level of management. In addition, those limits are revised constantly. Teams in charge of risk evaluation at the branch level interact on a regular basis with customers; however, for larger credit requests, the risk team from the head office and even the CEC work directly with customers to assess credit risks and prepare risk requests. Moreover, Banco Santander Spain participates in the process to approve larger credits; for example, to customers or economic groups with debts over USD 40 million.

 

-Limit concentrations of exposure to customers or counterparties in geographic areas or industries (for accounts receivable or loans), and by issuer, credit rating, and liquidity (for investments).

 

-Develop and maintain the Bank’s credit risk classifications for the purpose of classifying risks according to the degree of exposure to financial loss that is exhibited by the respective financial instruments, with the aim of focusing risk management specifically on the associated risks.

 

-Revise and evaluate credit risk. Review and evaluate credit risk. Management’s risk divisions are largely independent of the Bank’s commercial division and evaluate all credit risks in excess of the specified limits prior to loan approvals for customers or prior to the acquisition of specific investments. Credit renewal and reviews are subject to similar processes.

 

F-130 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

When preparing a credit request for a corporate customer, the Bank verifies several parameters such as debt service capacity (generally including future cash flows), the customer's financial records and/or projections for their economic sector. The risk division is closely involved in this process. All applications include an analysis of the customer’s strengths and weaknesses, as well as a risk classification and a recommendation. Credit limits are not established over customers’ outstanding balances but on the direct and indirect credit risk of the financial group. For example, a corporation would be evaluated together with subsidiaries and affiliates.

 

Consumer loans are evaluated and approved by their respective risk divisions (individual, SME), and the evaluation process is based on an evaluation system known as Garra (Banco Santander Chile) and Syseva (Santander Banefe). Both of these processes are decentralized, automated, and based on a scoring system that includes the credit risk policies adopted by the Bank’s Board. The loan application process is based on a collection of information to determine the customer’s financial condition and payment capacity. The parameters used to assess the credit risk of the applicant include different variables such as income levels, duration of current job, indebtedness, reports from credit reporting agencies, etc.

 

-Provide advice, training, and specialized knowledge to the business units in order to promote the Bank’s best practices in credit risk management.

 

Mitigation of credit risk of other financial assets (investments, derivatives, commitments)

 

As a part of the acquisition process of financial investments and financial instruments, the Bank examines the probability of uncollectability from issuers or counterparties, using internal and external evaluations, such as risk evaluators that are independent from the Bank. The Bank is also governed by a strict and conservative policy which ensures that the issuers of its investments and the counterparties in derivative transactions are highly reputable.

 

In addition, the Bank holds a variety of instruments which imply credit risk, but are not reflected in the Consolidated Statement of Financial Position, such as: personal guarantees, documentary letters of credit, performance bonds, and commitments to grant loans.

 

Personal guarantees represent an irrevocable payment obligation. If a guaranteed customer fails to meet their obligations to third parties secured by the Bank, the Bank will make the relevant payments; hence, these transactions imply the same credit risk exposure as an ordinary loan.

 

Documentary letters of credit are commitments documented by the Bank on behalf of customers, which are secured by the shipped merchandise to which they relate, and hence, have a lower risk than direct indebtedness. Performance bonds are contingent commitments which become enforceable only if the customer fails to carry out the work agreed upon with a third party who is secured by such performance bonds.

 

In the case of loan commitments, the Bank is potentially exposed to losses for an amount equivalent to the unused amount of the commitment. However, the expected loss amount is lower than the commitment’s unused amount. The Bank controls the maturity term of credit lines since generally, long-term obligations have a larger credit risk than short-term ones.

 

Maximum credit risk exposure

 

For financial assets recognised in the Consolidated Statement of Financial Position, maximum credit risk exposure equals their carrying value. For financial guarantees granted, the maximum exposure to credit risk equals the maximum amount the Bank would have to pay if the financial guaranty was executed.

 

F-131 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

Below is the distribution by financial asset and off-balance sheet commitments of the Bank’s maximum exposure to credit risk as of December 31, 2015 and 2014, without deduction of collateral, security interests or credit improvements received:

 

    As of December 31,
    2015   2014
    Amount of exposure   Amount of exposure
  Note MCh$   MCh$
         
Deposits in banks 4 1,432,371   1,013,909
Cash items in process of collection 4 724,521   531,373
Trading investments 5 324,271   774,815
Investments under resale agreements 6 2,463   -
Financial derivative contracts 7 3,205,926   2,727,563

Loans and accounts receivable from customers and interbank loans, net

8 and 9 24,538,456   22,208,332
Available for sale investments 10 2,044,411   1,651,598
         
Off-balance commitments:        
Letters of credit issued   178,461   204,932
Foreign letters of credit confirmed   70,417   75,798
Guarantees   1,673,580   1,470,604
Available credit lines   6,806,745   5,699,034
Personal guarantees   163,395   261,582
Other irrevocable credit commitments   82,161   109,520
Total   41,247,178   36,729,060

 

F-132 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

The following table shows loan portfolio information as set forth in our internal scoring policy, described in Note 01 p)“Allowance for loans losses” as of December 31, 2015 and 2014:

 

  As of December 31,
Category 2015   2014

Commercial

Portfolio

Individual   Percentage   Allowance   Percentage   Individual   Percentage   Allowance   Percentage
MCh$   %   MCh$   %   MCh$   %   MCh$   %
                               
A1 2,073,792   8.20%   1,210   0.17%   1,911,035   8.35%   998   0.15%
A2 5,898,065   23.32%   17,353   2.28%   5,564,372   24.30%   16,334   2.39%
A3 1,599,234   6.32%   25,145   3.30%   1,334,042   5.83%   19,630   2.87%
B 504,937   1.99%   37,157   4.87%   398,611   1.74%   29,189   4.27%
C1 81,767   0.32%   1,635   0.21%   79,148   0.35%   1,583   0.23%
C2 48,569   0.19%   4,857   0.64%   66,267   0.29%   6,627   0.97%
C3 37,663   0.15%   9,416   1.24%   16,742   0.07%   4,185   0.61%
C4 69,952   0.28%   27,981   3.67%   33,074   0.14%   13,229   1.93%
D1 76,157   0.30%   49,503   6.49%   59,585   0.26%   38,730   5.66%
D2 92,682   0.36%   83,414   10.94%   94,832   0.41%   85,348   12.47%
Subtotal 10,482,818   41.43%   257,671   33.81%   9,557,708   41.74%   215,853   31.55%
                               
  Group   Percentage   Allowance   Percentage   Group   Percentage   Allowance   Percentage
MCh$   %   MCh$   %   MCh$   %   MCh$   %
Commercial                              
Normal portfolio 2,483,258   9.81%   50,559   6.63%   2,401,003   10.49%   51,027   7.46%
Impaired portfolio  371,160   1.47%   124,137   16.28%   383,532   1.68%   114,670   16.76%
Subtotal 2,854,418   11.28%   174,696   22.91%   2,784,535   12.17%   165,697   24.22%
Mortgage                              
Normal portfolio 7,416,703   29.31%    19,133   2.51%   6,261,428   27.35%   17,574   2.57%
Impaired portfolio  396,147   1.57%   43,294   5.68%   370,603   1.62%   31,170   4.55%
Subtotal 7,812,850   30.88%   62,427   8.19%   6,632,031   28.97%   48,744   7.12%
Consumer                              
Normal portfolio 3,819,361   15.10%    118,006   15.48%   3,554,891   15.53%   116,865   17.07%
Impaired portfolio  331,310   1.31%   149,501   19.61%   363,484   1.59%   137,158   20.04%
Subtotal 4,150,671   16.41%   267,507   35.09%   3,918,375   17.12%   254,023   37.11%
Total 25,300,757   100.00%   762,301   100.00%   22,892,649   100.00%   684,317   100.00%

 

As December 31, 2015 and 2014, the Bank does not believe that the credit quality of its other financial assets or liabilities is of sufficient significance to warrant further disclosure.

 

F-133 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

Regarding the individually evaluated portfolio, the different categories and levels within each category correspond to:

 

-Category A or Normal Portfolio. Consists of debtors with a payment capacity that allows them to fulfill their financial obligations and commitments and who, according to their financial situation, are not likely to experience a change in this condition in the short term.

 

-Category B or Substandard Portfolio. Includes debtors with financial difficulties or whose payment capacity has been diminished and about whom the Bank has considerable doubts about the total reimbursement of the capital and interest according to the agreed terms, showing they have a lesser likelihood of meeting their financial obligations in the short term.

 

-Categories C and D or Default Portfolio.  Consists of those debtors where the Bank considers the ability of reimbursement remote since they have an impaired or null payment capacity.

 

Regarding the portfolios evaluated on a group basis, all of the associated operations are evaluated together.

 

See Note 29 for the detail of the Bank’s impaired loans and the associated allowances. Also, see Note 19 for a detail of the maturity of the Bank’s financial assets.

 

Exposure to credit risk in foreign derivative contracts

 

As of December 31, 2015, the Bank’s foreign exposure -including counterparty risk in the derivative instruments’ portfolio- was USD 2,090 million or 4.27% of assets. In the table below, exposure to derivative instruments is calculated by using the equivalent credit risk; which equals the replacement carrying amount plus the maximum potential value, considering the cash collateral that minimizes exposure.

 

Below, there are additional details regarding our exposure to Colombia and Italy, which are classified individually above 1 and our exposure in other countries as a separate line as of December 31, 2015.

 

Country Classification (1)

Derivative Instruments

(adjusted to market)

MUSD

Deposits

MUSD

Loans

MUSD

Financial investments

MUSD

Total

Exposure

MUSD

Colombia 2 1.20 - - - 1.20
Italy 2 46.40 0.65 - - 47.05
Other 3 1.32 - - - 1.32
Total   48.92 0.65 - - 49.57

 

(1)Corresponds to country’s classification established in Chapter B-6 of the Compendium of Accounting Standards issued by the SBIF.

 

*The total amount of this exposure to derivative instruments must be compensated daily with collateral and, therefore, there is no credit exposure.

 

Our exposure to Spain within the group is as follows:

 

Counterpart Country Classification

Derivative instruments (market adjusted)

MUSD

Deposits

MUSD

Loans 

MUSD

Financial

Investments

MUSD

Exposure

Exposure

MUSD

Banco Santander España (*) Spain 1 20.11 357.53 - - 377.64

 

F-134 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

Impairment of other financial instruments

 

As of December 31, 2015 and 2014, the Bank had no significant impairments of its financial assets other than loans and accounts receivable.

 

Security interests and credit improvements

 

The maximum exposure to credit risk is reduced in some cases by security interests, credit improvements, and other actions which mitigate the Bank’s exposure. Based on the foregoing, the creation of security interests are a necessary but not a sufficient condition for granting a loan; accordingly, the Bank’s acceptance of risks requires the verification of other variables and parameters, such as the ability to pay or generate funds in order to mitigate the risk being taken on.

 

Procedures for management and valuation of securities are described in the internal policies of risk management. Said policies set the basic principles for credit risk management, including the management of securities received in customers’ operations. In this sense, the risk management model includes assessing the existence of adequate and sufficient guarantees that allow recovering the credit when the debtor’s circumstances prevent them from fulfilling their obligations.

 

The procedures used for the valuation of security interests utilize the prevailing market practices, which provide for the use of appraisals for mortgage securities, market prices for stock securities, fair value of the participating interest for investment funds, etc. All security interests received must be instrumented properly and registered on the relevant register, as well as have the approval of legal divisions of the Bank.

 

In addition, the Bank has classification tools that allow it to group the credit quality of transactions or customers. To study how this probability varies, the Bank has historical databases that keep this internally generated information. Classification tools vary according to the analyzed customer (commercial, consumer, SMEs, etc.).

 

Below is the detail of security interests, collateral, or credit improvements provided to the Bank as of December 31, 2015 and 2014.

 

  As of December 31,
  2015   2014
  MCh$   MCh$
Non-impaired financial assets:      
Properties/mortgages 16,849,296   14,643,933
Investments and others 2,287,128   2,005,276
Impaired financial assets:      
Properties/ mortgages 265,052   420,033
Investments and others 4,268   12,314
Total 19,405,744   17,081,556

 

F-135 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

Liquidity risk

 

Liquidity risk is the risk that the Bank may have difficulty meeting the obligations associated with its financial obligations.

 

Liquidity risk management

 

The Bank is exposed on a daily basis to requirements for cash funds from various banking activities, such as wires from checking accounts, fixed-term deposit payments, guarantee payments, disbursements on derivatives transactions, etc. As typical in the banking industry, the Bank does not hold cash funds to cover the balance of all the positions, as experience shows that only a minimum level of these funds will be withdrawn, which can be accurately predicted with a high degree of certainty.

 

The Bank’s approach to liquidity management is to ensure-- whenever possible--to have enough liquidity on hand to fulfill its obligations at maturity, in both normal and stressed conditions, without entering into unacceptable debts or risking the Bank’s reputation. The Board establishes limits on the minimal part of available funds close to maturity to fulfill said payments as well as over a minimum level of interbank operations and other loan facilities that should be available to cover transfers at unexpected demand levels. This is constantly reviewed. Additionally, the Bank must comply with the regulation limits established by the SBIF for maturity mismatches.

 

These limits affect the mismatches of future flows of income and expenditures of the Bank on an individual basis. They are:

 

i.mismatches of up to 30 days for all currencies, up to the amount of basic capital;

 

ii.mismatches of up to 30 days for foreign currencies, up to the amount of basic capital; and

 

iii.mismatches of up to 90 days for all currencies, twice the basic capital.

 

The Bank’s treasury department (“Treasury”) receives information from all business units about the liquidity profile of its financial assets and liabilities in addition to details from other future cash flows that arise from future business transactions. Based on this information, Treasury keeps a short-term liquid assets portfolio, mainly composed of liquid investments, interbank loans, and advanced payments, to guarantee that the Bank has enough liquidity. Liquidity needs of business units are fulfilled through short-term transfers from Treasury to cover any short-term variation and long-term financing to address all structural liquidity requirements.

 

The Bank monitors its liquidity position daily to establish future flows of inflow and outflow. At each month's closing, stress tests are carried out in which a variety of scenarios are used, from normal market conditions to those that contain significant fluctuations. Liquidity policy and procedures are subjected to review and approval of the Bank’s Board. There are periodic reports which detail the Bank’s, and its subsidiaries’, liquidity position, including any exceptions and adopted correcting measures, which are also reviewed periodically by the ALCO.

 

The Bank relies on customer (retail) and institutional deposits, obligations to banks, debt instruments, and time deposits as its main sources of funding. Although most obligations to banks, debt instruments and time deposits have maturities of more than one year, customer (retail) and institutional deposits tend to have shorter maturities and a large proportion of them are payable within 90 days. The short-term nature of these deposits increases the Bank’s liquidity risk, and hence, the Bank actively manages this risk through continual supervision of the market trends and price management.

 

Liquidity management seeks 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.

 

The following table sets forth the balance of our liquidity portfolio managed by our Financial Management Division in the manner in which it is presented to the Asset and Liability Committee (ALCO) and the Board. The ALCO has determined that our liquidity portfolio must be comprised of cash plus assets that can be readily convertible into cash either through the Chilean Central Bank window, overnight deposits or instruments or the local secondary market. The management of the Bank’s liquidity portfolio is performed by the Financial Management Division under rules determined by the ALCO.

 

F-136 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

  As of December 31,
  2015 2014
  MCh$ MCh$
Financial investments for trading 324,271 774,815
Available for sale investments 2,044,411 1,651,598
Encumbered assets (net) (1)  (77,647) (112,015)
Net cash (2)  (315,415) 14,774
Net Interbank deposits (3) 1,683,208 890,274
Total liquidity portfolio 3,658,828 3,219,446

 

(1) Assets encumbered through repurchase agreements are deducted from the liquidity portfolio.

(2) Cash minus reserve requirements.

(3) Includes overnight deposits in Central Bank, domestic banks and foreign banks.

 

Exposure to liquidity risk

 

A similar, yet not identical, measure is the calculation used to measure the Bank´s liquidity limit as established by the SBIF. The Bank determines a mismatch percentage for purposes of calculating such liquidity limit which is calculated by dividing its benefits (assets) by its obligations (liabilities) according to maturity based on estimated repricing. The mismatch amount permitted for the 30 day and under period is 1 times [regulatory] capital and for the 90 day and under period – 2 times [regulatory] capital.

 

The following table displays the actual derived percentages as calculated per above:

 

  As of December 31,
  2015   2014
  % %
30 days 38.00   32.00
30 days foreign currency -   -
90 days 44.00   15.00

 

Below, is the breakdown by maturity, of the liability balances of the Bank as of December 31, 2015 and 2014:

 

  Demand Up to 1 month Between 1 and 3 months Between 3 and 12 months Subtotal up to 1 year Between 1 and 5 years More than 5 years Subtotal after 1 year Total
As of December 31, 2015 MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
Obligations under repurchase agreements -  143,689 -  -  143,689 - - - 143,689
Checking accounts, time deposits and other time liabilities  7,932,619 5,707,940 3,210,947 2,853,761  19,705,267  238,933  56,845  295,778 20,001,045
Financial derivatives contracts -  126,643  190,409  380,158  697,210 1,016,731  1,148,665 2,165,396  2,862,606
Interbank borrowings  27,323  7,946  148,509  684,819  868,597  438,977 -  438,977  1,307,574
Issue debt instruments  1,953  440,500  155,821  213,928  812,202 2,764,082  2,380,811 5,144,893  5,957,095
Other financial liabilities  129,358  3,142  558 3,114  136,172  68,027  16,328  84,355 220,527
Subtotal 8,091,253 6,429,860 3,706,244 4,135,780  22,363,137 4,526,750  3,602,649 8,129,399 30,492,536
Contractual interest payments  2,075  66,964  141,529  553,736  764,304 1,814,540 905,460 2,720,000  3,484,304
Total 8,093,328 6,496,824 3,847,773 4,689,516 23,127,441 6,341,290 4,508,109  10,849,399 33,976,840

 

F-137 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

  Demand Up to 1 month Between 1 and 3 months Between 3 and 12 months Subtotal up to 1 year Between 1 and 5 years More than 5 years Subtotal after 1 year Total
As of December 31, 2014 MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$ MM$
Obligations under repurchase agreements - 390,331 1,453 342 392,126 - - - 392,126
Checking accounts, time deposits and other time liabilities 6,873,781 5,343,226 2,480,158 2,289,405 16,986,570 130,427 58,699 189,126 17,175,696
Financial derivatives contracts - 125,884 176,048 319,488 621,420 1,028,017 911,947 1,939,964 2,561,384
Interbank borrowings 4,133 137,921 227,898 413,564 783,516 435,309 12,776 448,085 1,231,601
Issue debt instruments - 176,649 319,516 691,227 1,187,392 2,693,946 1,903,774 4,597,720 5,785,112
Other financial liabilities 114,564 1,934 746 3,305 120,549 41,733 42,843 84,576 205,125
Subtotal 6,992,478 6,175,945 3,205,819 3,717,331 20,091,573 4,329,432 2,930,039 7,259,471 27,351,044
Contractual interest payments 2,301 43,155       126,047       445,275 616,778 1,362,292 786,150 2,148,442 2,765,220
Total 6,994,779 6,219,100 3,331,866 4,162,606 20,708,351 5,691,724 3,716,189 9,407,913 30,116,264

 

Market risk

 

Market risk arises as a consequence of the market activity, by means of financial instruments whose value can be affected by market variations, reflected in different assets and financial risk factors. The risk can be diminished by means of hedging through other products (assets/liabilities or derivative instruments) or terminating the open transaction/position. The objective of market risk management is to manage and control market risk exposure within acceptable parameters.

 

There are four major risk factors that affect the market prices: type of interest, type of exchange, price, and inflation. In addition and for certain positions, it is necessary to consider other risks as well, such as spread risk, base risk, commodity risk, volatility or correlation risk.

 

Market risk management

 

The Bank’s internal management measure market risk based mainly on the procedures and standards of Banco Santander Spain, which are in turn based on an analysis of three principal components:

 

-trading portfolio;

 

-domestic financial management portfolio;

 

-foreign financial management portfolio.

 

The trading portfolio is comprised mainly of investments, valued at fair value, and free of any restriction on their immediate sale, which are often bought and sold by the Bank with the intent of selling them in the short term in order to benefit from short-term price fluctuations. The financial management portfolios include all the financial investments not considered a part of trading portfolio.

 

The ALCO has the general responsibility for the market risk. The Bank’s risk/finance department is responsible for formulating detailed management policies and applying them to the Bank’s operations, in conformity with the guidelines adopted by the ALCO and the Global Risk Department of Banco Santander Spain.

 

The department’s functions in connection with trading portfolio include the following:

 

i.apply the “Value at Risk” (VaR) techniques to measure interest rate risk;

 

ii.adjust the trading portfolios to market and measure the daily income and loss from commercial activities;

 

iii.compare the real VaR with the established limits;

 

iv.establish procedures to prevent losses in excess of predetermined limits; and

 

v.furnish information on the trading activities to the ALCO, other members of the Bank’s management, and the Global Risk Department of Banco Santander Spain.

 

F-138 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

The department’s functions in connection with financial management portfolios include the following:

 

i.perform sensitivity simulations (as explained below) to measure interest rate risk for activities denominated in local currency and the potential losses forecasted by these simulations; and

 

ii.provide daily reports thereon to the ALCO, other members of the Bank’s management, and the Global Risk Department of Banco Santander Spain.

 

Market risk - trading portfolio

 

The Bank applies VaR methods to measure the market risk of its trading portfolio. The Bank has a consolidated commercial position that is made up of fixed income investments, foreign exchange trading, and a minimum position of investments in equity shares. This portfolio is mostly made of Chilean Central Bank bonds, mortgage bonds and corporate bonds issued locally at low risk. At the closing date, the trading portfolio did not show investments in another portfolio.

 

For the Bank, the VaR estimate is done through the historical simulation method which consists of observing the behavior of profit and loss that might have taken place with the current portfolio if the market conditions at a given time had been present and, based on that information, infer maximum losses with a determined confidence level. This method has the advantage of reflecting precisely the historical distribution of market values and not requiring any distribution assumption for a specific probability. All VaR measures are designed to establish the distribution function for the value change in a given portfolio and, once this distribution is known, to calculate the percentile related to the necessary confidence level, which will match the risk value in relation to of those parameters. As calculated by the Bank, the VaR is an estimate of the maximum expected loss of market value of a given portfolio in one day, with 99.00% confidence. It is the maximum loss in one day the Bank could expect in a given portfolio with a confidence level of 99.00%. In other words, it is the loss the Bank would have to deal only 1.0% of the time. VaR provides a single estimation of the market risk that cannot be compared with other market risks. Returns are calculated using a time window of 2 years or, at least, 520 data points gathered since the reference date in the past to calculate VaR.

 

The Bank does not calculate three separate VaRs. Only one VaR is calculated for the entire trading portfolio which, in addition, is separated into risk types. The VaR program carries out a historical simulation and calculates a profit (ganancia or “G”) and loss (pérdida or “P”) G&P Statement for 520 data points (days) for each risk factor (fixed income, currency, and variable income). Each risk factor’s G&P is added and a consolidated VaR is calculated with 520 data points or days. In addition, the VaR is calculated for each risk factor based on the individual G&P calculated for each. Additionally, a weighted VaR is calculated following the above mentioned method but giving a larger weight to the 30 most recent data points. The highest VaR is reported. In 2015 and 2014, we were still using the same VaR model and the methodology has not changed.

 

The Bank uses VaR estimates to issue a warning in case the statistically estimated losses for the trading portfolio exceed the cautionary levels.

 

Limitations of the VaR model

 

When applying a calculation methodology, no assumptions are made regarding the probability distribution of the changes in the risk factors; the historically observed changes are used for the risk factors on which each position in the portfolio will be valued.

 

It is necessary to define a valuation function fj(xi) for each instrument j, preferably the same one used to calculate the market value and income of the daily position. This valuation function will be applied in each scenario to generate simulated prices for all the instruments in each scenario.

 

In addition, the VaR methodology should be interpreted taking into consideration the following limitations:

 

-Changes in market rates and prices may not be independent and identically distributed random variables, and may not have a normal distribution. In particular, the assumption of normal distribution may underestimate the probability of extreme market movements;

 

-The historical data used by the Bank may not provide the best estimate of the joint distribution of changes in the risk factors in the future, and any modification of the data may be inadequate. In particular, the use of historical data may fail to capture the risk of potential extreme and adverse market fluctuations, regardless of the time period used;

 

F-139 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

-A 1-day time horizon may not fully capture the market risk positions which cannot be liquidated or covered in a single day. It would not be possible to liquidate or cover all the positions in a single day;

 

-The VaR is calculated at the close of business, but trading positions may change substantially in the course of the trading day;

 

-The use of a 99% level of confidence does not take account of, or make any statement about, the losses that could occur outside of that degree of confidence; and

 

-A model such as the VaR does not capture all the complex effects of the risk factors over the value of the positions or portfolios, and accordingly, it could underestimate potential losses.

 

At no time in 2015 and 2014 did the Bank exceed the VaR limits in connection with the three components which comprise the trading portfolio: fixed-income investments, variable-income investments and foreign currency investments.

 

The Bank carries out back-testings on a daily basis and, generally, discovers that trading losses exceed the estimated VaR approximately one out of hundred business days. Also, a maximum VaR limit was established that can be applied over the trading portfolio. Both in 2015 and 2014, the Bank has kept within the maximum limit it established for the VaR; even when the real VaR exceeded estimations.

 

High, low and average levels for each component and year were as follows:

 

VaR

2015

USDMM

 

2014

USDMM

Consolidated:      
High 3.61   3.77
Low 0.62   1.06
Average 1.38   1.91
       
Fixed-income investments:      
High 3.13   3.99
Low 0.61   1.06
Average 1.23   1.78
       
Variable-income investments      
High 0.19   0.15
Low 0.00   0.00
Average 0.00   0.00
       
Foreign currency investments      
High 3.43   2.39
Low 0.04   0.06
Average 0.64   0.58

 

Market risk - local and foreign financial management

 

The Bank’s financial management portfolio includes most of the Bank’s non-trading assets and liabilities, including the credit/loan portfolio. For these portfolios, investment and financing decisions are strongly influenced by the Bank’s commercial strategies.

 

The Bank uses a sensitivity analysis to measure market risk for domestic and foreign currencies (not included in the trading portfolio). The Bank carries out a simulation of scenarios that will be calculated as the difference between current flows in the chosen scenario (curve with a parallel movement of 100 basis points (“bp”) in all its sections) and its value in the base scenario (current market). All positions in domestic currency indexed to inflation (UF) are adjusted by a sensitivity factor of 0.57 which represents a change in the curve of 57bp in all real rates and 100 bp in nominal rates. The same scenario is carried out for net positions in foreign currency and interest rates in USD. In addition, the Bank has established limits regarding maximum loss this kind of movement in interest rates can have over capital and net financial income budgeted for the year.

 

F-140 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

To establish the consolidated limit, we add the foreign currency limit to the domestic currency limit and multiple by 2 the sum of the multiplication of them together both for net financial loss limit as well as for the capital and reserves loss limit, using the following formula:

 

Consolidated limit = square root of a2 + b2 + 2ab

a: domestic currency limit

b: foreign currency limit

Since we assume the correlation is 0; 2ab = 0. 2ab = 0.

 

Limitations of the sensitivity models

 

The most important assumption is using an exchange rate of 100 bp based on yield curve (57 bp for real rates). The Bank uses a 100 bp exchange since sudden changes of this magnitude are considered realistic. Santander Spain Global Risk Department has also established comparable limits by country, so as to compare, control and consolidate market risk by country in a realistic and orderly fashion.

 

In addition, the sensitivity simulation methodology should be interpreted taking into consideration the following limitations:

 

-The simulation of scenarios assumes that the volumes remain consistent in the Bank’s Consolidated Statements of Financial Position and are always renewed at maturity, thereby omitting the fact that certain credit risk and prepayment considerations may affect the maturity of certain positions.

 

-This model assumes an identical change along the entire length of the yield curve and does not take into account the different movements for different maturities.

 

-The model does not take into account the volume sensitivity which results from interest rate changes.

 

-The limits to losses of budgeted financial income are calculated based on the financial income foreseen for the year, which may not be actually earned, meaning that the real percentage of financial income at risk may be higher than the expected one.

 

Market risk – Financial management portfolio – December 31, 2015 and 2014

 

  2015   2014
Effect on financial income Effect on capital   Effect on financial income Effect on capital
           
Financial management portfolio – local currency (MCh$)        
Loss limit 32,500 150,000   38,150 192,660
High 29,721 103,091   27,707 112,133
Low 13,882 72,104   16,904 77,231
Average 22,695 88,394   21,077 92,809
Financial management portfolio – foreign currency (Th$US)        
Loss limit 30 70   40 70
High 9 15   16 39
Low - 5   - 10
Average 2 12   10 28
Financial management portfolio – consolidated (in MCh$)        
Loss limit 34,500 150,000   40,650 172,390
High 29,232 102,002   27,949 112,364
Low 14,129 70,741   17,441 77,848
Average 22,390 87,095   21,404 93,245

 

F-141 

 

 

 

Banco Santander Chile and Subsidiaries

Notes to the Consolidated Financial Statements

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

 

NOTE 37

RISK MANAGEMENT, continued

 

Operating risk

 

Operating risk is the risk of direct or indirect losses stemming from a wide variety of causes related to the Bank’s processes, personnel, technology, and infrastructure, as well as external factors other than credit, market, or liquidity, such as those related to legal or regulatory requirements. Operating risks arise from all the Bank’s operations.

 

The Bank’s objective is to manage operating risk in order to mitigate economic losses and damage to the Bank’s reputation through a flexible internal control structure.

 

The Bank’s management has the main responsibility to develop and apply controls to mitigate operating risks. This responsibility is supported by the global development of the Bank’s standards for operating risk management in the following areas:

 

-Requirements for adequate segregation of duties, including independent authorization of transactions

-Requirements for reconciliation and supervision of transactions

-Compliance with the applicable legal and regulatory requirements

-Documentation of controls and procedures

-Requirements for periodic evaluation of applicable operating risks and improvement of the controls and procedures to address the risks that are identified

-Requirements for disclosure of operating losses and the proposed corrective measures

-Development of contingency plans

-Training and professional development

-Adoption of ethical business standards

-Reduction or mitigation of risks, including acquisition of insurance policies if they are effective

 

Compliance with the Bank’s standards is supported by a program of periodic reviews conducted by the Bank’s internal audit unit, whose results are internally submitted to the management of the business unit that was examined and to the CDA.

 

Risk Concentration

 

The Bank operates mainly in Chile, thus most of its financial instruments are concentrated in that country. See Note 9 of the financial statements for a detail of the concentration of the Bank’s loans and accounts receivable by industry.

 

 

NOTE 38

SUBSEQUENT EVENTS

 

On April 7, 2016, the Bank issued two bonds for CLF 7,000,000 each one at a fixed rate for 6.5 and 8.5 years, respectively.

 

At the ordinary shareholders’ meeting held on April 26, 2016 it was agreed that 75% of the net income from 2015 was to be distributed as dividends (totaling Ch$336,659 million). The remaining 25% was assigned to the Bank’s equity. Also, Andreu Plaza López and Ana Dorrego de Carlos were appointed as directors, having previously been designated at the Director’s meeting held on March 31, 2016, and PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada was designated as independent registered public accounting firm.

 

Between January 1, 2016 and the date on which these Consolidated Financial Statements were issued (April 25, 2016), no other events have occurred which could significantly affect their interpretation.

 

     

FELIPE CONTRERAS FAJARDO

Chief Accounting Officer

 

 

CLAUDIO MELANDRI HINOJOSA

Chief Executive Officer

 

F-142 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 2A.2

 

(FREE TRANSLATION FROM THE SPANISH)

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

Acting Atty.: VERÓNICA ROA.- CFM.-

1/5

 

August 03, 2015.- Record No. 1379/2015.-

 

 

 

AMENDMENT TO THE AGREEMENTS CONCLUDED PURSUANT TO THE FORMER CHAPTER XXVI, TITLE I, OF THE COMPENDIUM OF FOREIGN EXCHANGE REGULATIONS OF BANCO CENTRAL DE CHILE

 

BANCO CENTRAL DE CHILE

 

- WITH -

 

J.P. MORGAN CHASE BANK N.A. AND OTHERS

 

In Santiago, Chile, on August third two thousand fifteen, before me, MARÍA ANGÉLICA OYARZÚN ANDRADES, Attorney and Alternate Notary of the Notary incumbent upon the Eighth Notary Office of Santiago, Mr. Andrés Rubio Flores, pursuant to the Judicial Decree formalized under number sixteen in the month of July of this year, both domiciled at calle Miraflores number three hundred eighty-three, twenty-ninth floor, office two thousand nine hundred one, district of Santiago; appearing herein: Mr. ALEJANDRO ZURBUCHEN SILVA, Chilean, married, commercial engineer, with National Identity Card number seven million six hundred forty-seven thousand

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

 

two hundred and twenty-two dash K, domiciled at calle Augustinas number one thousand one hundred eighty, district of Santiago, acting in his capacity as General Manager of BANCO CENTRAL DE CHILE and in its behalf, as certified below, legal entity with the same address, hereinafter referred to as the "Bank"; Mr. ALEJANDRO ANTONIO RUBILAR CAMURRI, Chilean, married, lawyer, with National Identity Card number twelve million one hundred eighty-two thousand five hundred twenty-seven dash nine, domiciled for this purpose at Avenida Apoquindo two thousand eight hundred twenty-seven, thirteenth floor, Las Condes, Santiago, acting on behalf of J.P. MORGAN CHASE BANK N.A. as certified below, a legal entity engaged in the banking business and incorporated in accordance with the laws of the State of New York, United States of America, domiciled at one hundred one Barclay Street, New York City, State of New York, United States of America, hereinafter referred to as the "Banking Company"; and Mr. CLAUDIO MELANDRI HINOJOSA, Chilean, married, chartered accountant, with National Identity Card number nine million two hundred fifty thousand seven hundred six dash eight, domiciled for this purpose at calle Bandera one hundred forty, district and city of Santiago, acting in his capacity as General Manager and on behalf of BANCO SANTANDER-CHILE, a banking corporation organized and existing pursuant to the laws of the Republic of Chile, with the same address as that of its legal representative, hereinafter referred to as the "Receiving Entity", formerly known as Banco Santiago, formerly Banco de Santiago, and in its capacity as legal successor of the former Banco O'Higgins and the former Banco Osorno and La Unión, for the purpose of the Agreements

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

which are hereby amended; all appearing parties are of legal age, certifying their identity with the aforementioned identification cards, and state: ONE: a) By means of the public instrument dated May seventeenth one thousand nine hundred ninety-four, issued at the Notary Office of Ms. María Gloria Acharán Toledo, in Santiago, under record number one hundred ninety-nine, and in accordance with Article forty-seven of the Organic Constitutional Law of Banco Central de Chile, an Agreement related to Chapter XXVI of Title I of the Compendium of Foreign Exchange Regulations concluded between the Bank, former Banco O'Higgins, whose legal successor was Banco Santiago, formerly known as Banco de Santiago, currently known as Banco Santander-Chile, in its capacity as Receiving Entity and Morgan Guaranty Trust Company of New York, currently known as J.P. Morgan Chase Bank N.A., as Banking Company, was signed. The aforementioned Chapter XXVI, Title I, remained in force until April eighteenth two thousand one. b) By means of the public instrument dated July thirty-first two thousand two, under record number fourteen thousand six hundred seventy-one, issued in Notary Office of María Gloria Acharán Toledo, in Santiago, the aforementioned Agreement was amended, recognizing the capacity of former Banco O'Higgins as legal successor of Banco Santiago, currently Banco Santander-Chile, for the purpose of the rights and obligations set forth in the original Agreement regarding the former Banco O'Higgins in accordance with the terms and conditions set out in said Agreement, appointing The Bank of New York, currently known as The Bank of New York Mellon, as the new Banking Company replacing J.P. Morgan Chase Bank N.A. c)

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

By means of the public instrument dated July twenty-eighth two thousand eight, under record number eighteen thousand six hundred three, issued in the Notary Office of María Gloria Acharán Toledo, the aforementioned Agreement was amended, appointing J. P. Morgan Chase Bank N.A. as the new Banking Company in replacement of The Bank of New York Mellon.- TWO: a) By means of the public instrument dated November second one thousand nine hundred ninety-four, under record number four thousand five hundred forty-five, issued in the Notary Office of Mr. Humberto Santelices Narducci, in Santiago, and in accordance with Article forty-seven of the Organic Constitutional Law of the Banco Central de Chile, an Agreement related to Chapter XXVI of Title I of the Compendium of Foreign Exchange Regulations concluded between the Bank, former Banco Osorno and La Unión, subsequently designated Banco Santander-Chile, whose legal successor was Banco Santiago, formerly known as Banco de Santiago, currently known as Banco Santander-Chile, in its capacity as Receiving Entity and Citibank, N.A., acting then as Banking Company, was signed. The aforementioned Chapter XXVI, Title I, remained in force until April eighteenth two thousand one. b) By means of the public instrument dated July twenty-first one thousand nine hundred ninety-nine, issued in the Notary Office of Mr. Andrés Rubio Flores, in Santiago, Citibank, N.A. sold, assigned and transferred to The Bank of New York Mellon all the rights and obligations pertaining to it as Banking Company under the aforementioned Agreement and in the regulations of Chapter XXVI referred to above. c) As stated in the public instrument dated

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

July twenty-second one thousand nine hundred ninety-nine, under record number three thousand seven hundred twenty-nine, issued in the Notary Office of Andrés Rubio Flores, in Santiago, The Bank of New York Mellon assumed, in its capacity as Banking Company, all the rights and obligations assigned to it by the aforementioned Agreement and Chapter XXVI. d) By means of the public instrument dated July thirty-first two thousand two, issued in the Notary Office of Ms. María Gloria Acharán Toledo, in Santiago, under record number fourteen thousand six hundred seventy-two, the aforementioned Agreement was amended in the sense that, starting from August first two thousand two, Banco Santiago, currently known as Banco Santander-Chile, assumed the status of Custodian Bank for the purpose of the Agreement, considering that, according to what was indicated in this public instrument, said banking company would be (which in fact happened) the surviving legal entity after the legal formalization of the merger by absorption of Banco Santander-Chile, formerly known as Banco Osorno and La Unión, which was dissolved, by Banco Santiago, which later became known as Banco Santander-Chile, recognizing the status of legal successor of the former Banco Santander-Chile, formerly Banco Osorno and La Unión, in all its rights and obligations by enforcing the provisions in Article ninety-nine of law number eighteen thousand forty-six on Corporations, duly recognizing, for the legal purposes arising from the enforcement of the Agreement, that such circumstances could take place after the legal formalization of the aforementioned merger, considering for this purpose the merger conditions agreed upon and, based on this, the determination of the number of shares of the absorbing Bank

 

 

 

 

 

which, ultimately, would represent the American Depositary Receipts (ADRs) issued by the Banking Company in accordance with the provisions of the Agreement.- THIRD: Furthermore, the Agreements referred to in Clauses One and Two, hereinafter referred to as the "Agreements", have been amended three more times, as recorded in the following public instruments: a) public instrument dated March seventeenth two thousand five, issued in the Notary Office of Ms. Nancy de la Fuente Hernández, in Santiago, under record number two thousand four hundred ninety dash two thousand five, by virtue of which the Bank, the Receiving Entity and the Banking Company agreed that all the shares into which the capital of Banco Santander-Chile, formerly known as Banco Santiago, formerly Banco de Santiago, was divided (and into which it continues to be divided), and as legal successor and survivor of the former Banco Osorno and La Unión and of the former Banco O'Higgins, shall enjoy the same regime agreed upon in the Agreements of former Chapter XXVI, of Title I, of the Compendium of Foreign Exchange Regulations of Banco Central de Chile, specified in previous Clauses One and Two, and that the capital stock of the Receiving Company is divided into one hundred eighty-eight billion four hundred forty-six million one hundred twenty-six thousand seven hundred ninety-four common shares issued, corresponding to the capital approved by the Superintendence of Banks and Financial Institutions

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

by means of Resolution number seventy-nine, dated July twenty-sixth two thousand two; b) Public instrument dated July twenty-eighth two thousand eight, issued in the Notary Office of Ms. María Gloria Acharán Toledo, in Santiago, under record number eighteen thousand six hundred three, whereby J.P. Morgan Chase Bank N.A. replaced The Bank of New York Mellon as Banking Company; and, c) Public instrument dated July first two thousand thirteen, issued in the Notary Office of Mr. Juan Ricardo San Martín Urrejola, in Santiago, under record number twenty thousand three hundred sixty-seven dash two thousand thirteen, by virtue of which a new parity price was agreed for the shares into which the receiving entity's capital is divided.- FOUR: By means of this instrument, the parties agree to amend the Agreements which are described in the instruments identified in Clauses One and Two in accordance with the terms set out in Clause Five, below, effective as of August fourth two thousand fifteen, taking into account for this purpose the following background information: a) Letter dated July thirteenth two thousand fifteen, signed by Banco Santander-Chile, J.P. Morgan Chase Bank N.A. and The Bank of New York Mellon, in which it is recorded that they have decided to replace the Banking Company, "J.P. Morgan Chase Bank", by "The Bank of New York Mellon", which is why the Bank is requested to follow through with its agreement to amend the Agreements so as to leave evidence of the aforementioned change; b) Letter number two thousand four hundred fifty-one of Mr. Gabriel Aparici C., Infrastructure and Financial Regulations Manager of the Banco Central

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

de Chile, dated July thirty-first two thousand fifteen, which authorizes the amendment of the Agreements for the purpose of formally recording the change of Banking Company, a fact that shall be formally recorded in a public instrument.- FIVE: Taking into consideration the background information set forth in the previous clauses and the fact that by means of the public instrument dated August third two thousand fifteen, issued in the Notary Office of Mr. Andrés Rubio Flores, in Santiago, under record one thousand three hundred seventy-eight / two thousand fifteen, the Banking Company sold, assigned and transferred to THE BANK OF NEW YORK MELLON all the rights and obligations that belonged to the former as Banking Company in the Agreements, with effective date as of August fourth two thousand fifteen, the Bank appears herein to grant its consent to said assignment and, consequently, its agreement to amend the Agreements identified in Clauses One and Two hereof, in the sense that, as of August fourth two thousand fifteen, the Banking Company shall be The Bank of New York Mellon who, in accordance with what was agreed in the aforementioned public instrument, has assumed all the rights and obligations that the Agreements grant to or impose upon those who take on the status of Banking Company as of the aforementioned date. In addition, the appearing parties resolve that, all the amendments introduced into the former Chapter XXVI up to April eighteenth two thousand one shall be applicable to the Agreements along with the amendments previously made and the one described in this instrument,

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

as of August fourth two thousand fifteen.- SIX: Appearing herein is Mr. SERGIO ORREGO FLORY, Chilean, married, lawyer, with National Identity Card number seven million fifty-one thousand seven hundred twenty-seven dash two, domiciled for this purpose at Avenida Andrés Bello number two thousand seven hundred eleven, sixteenth floor, district of Las Condes, city of Santiago, acting on behalf of THE BANK OF NEW YORK MELLON, a legal entity engaged in the banking business, a banking institution with its headquarters in New York City, State of New York, United States of America, with the same address in Chile as its legal representative, of legal age, who certifies his identity with the aforementioned identity card and states as follows: he declares to accept the amendments set forth in this instrument and, in particular, the appointment of the company that he represents as Banking Company, in accordance with the Agreements, as of August fourth two thousand fifteen, assuming all the rights and obligations represented thereby.- SEVEN: Finally, the parties declare that aforementioned Agreements shall remain effective in all those points that are not amended by this public instrument issued for the amendment of the Agreement.- EIGHT: All expenses, duties and taxes arising from the signing of this amendment to the aforementioned Agreements shall be borne by the Receiving Entity, who undertakes to deliver a certified copy of this instrument to the Financial Regulation and Infrastructure Management of the Bank within a term of ten days from its signing.- NINE: For all legal and judicial purposes arising from this

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

amendment to the aforementioned Agreements, the parties establish their domiciles in the city of Santiago and submit to the jurisdiction of the courts located in that city, expressly extending the respective jurisdiction. - The legal status of Mr. ALEJANDRO ZURBUCHEN SILVA to act on behalf of Banco Central de Chile is formally recorded in the public instrument dated August ninth two thousand six, issued by the Notary Public of Santiago, Mr. Pedro Ricardo Reveco Hormazábal, incumbent upon the Nineteenth Notary Office of Santiago, which the parties declare to know. The legal status of Mr. ALEJANDRO ANTONIO RUBILAR CAMURRI to act on behalf of J.P. MORGAN CHASE BANK N.A. is certified in a private instrument issued in New York City, United States of America, dated April twenty-fourth two thousand thirteen, formalized on May thirteenth two thousand thirteen in the Forty-eighth Notary Office of Mr. José Musalem Saffie, in Santiago. The legal status of Mr. CLAUDIO MELANDRI HINOJOSA to act on behalf of BANCO SANTANDER-CHILE is certified in a public instrument dated December thirty-first two thousand nine, issued in the Thirty-seventh Notary Office of Ms. Nancy de la Fuente Hernández, in Santiago. The legal status of Mr. SERGIO ORREGO FLORY to act on behalf of The Bank of New York Mellon is formally recorded in a private instrument issued in New York City, United States of America, dated June twenty-second two thousand fifteen, legalized in the Eighth Notary Office of Mr. Andrés Rubio Flores, in Santiago, on July first two thousand fifteen. The aforementioned legal statuses are not enclosed herewith at the express request of the parties, given that these are known to them and have been seen by the authorizing Notary.

 

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

In witness whereof and after prior reading, the appearing parties sign.- A copy is issued.- I attest.- Alejandro Zurbuchen Silva, on behalf of Banco Central de Chile, who besides signing, also placed his right thumbprint.- Alejandro Antonio Rubilar Camurri, on behalf of J.P. Morgan Chase Bank N.A., who besides signing, also placed his right thumbprint.- Claudio Melandri Hinojosa, on behalf of Banco Santander-Chile, who besides signing, also placed his right thumbprint.- Sergio Orrego Flory, on behalf of The Bank of New York Mellon, who besides signing, also placed his right thumbprint.- María Angélica Oyarzún Andrades.- Alternate Notary. ---------------------------------------------------

 

This sheet corresponds to the end of the copy of the instrument of Amendment to the Agreements concluded in accordance with former Chapter XXVI, Title I, of the Compendium of Foreign Exchange Regulations of the Banco Central de Chile, " Banco Central de Chile " - with - "J.P. Morgan Chase Bank N.A. and others", under Record Number 1379/2015, issued on August third two thousand fifteen.

 

THIS IS A TRUE COPY OF THE ORIGINAL, WHICH I AUTHORIZE AS ALTERNATE NOTARY AND STAMP WITH THE STAMP OF THE MAIN NOTARY.- SANTIAGO, August 6, 2015.-

 

 

 

 

Exhibit 2A3

 

 (FREE TRANSLATION FROM THE SPANISH)

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

Acting Atty.: VERÓNICA ROA.- CFM.-

1/4

 

August 03, 2015.- Record No. 1378/2015.-

 

 

 

 

 

 

 

ASSIGNMENT OF RIGHTS

 

J.P. MORGAN CHASE BANK N.A.

 

"TO"

 

THE BANK OF NEW YORK MELLON

 

In Santiago, Chile, on August third two thousand fifteen, before me, MARÍA ANGÉLICA OYARZÚN ANDRADES, Attorney and Alternate Notary of the Notary incumbent upon the Eighth Notary Office of Santiago, Mr. Andrés Rubio Flores, pursuant to the Judicial Decree formalized under number sixteen in the month of July of this year, both domiciled at calle Miraflores number three hundred eighty-three, twenty-ninth floor, office two thousand nine hundred one, district of Santiago; appearing herein: Mr. ALEJANDRO ANTONIO RUBILAR CAMURRI, Chilean, married, lawyer, with National Identity Card number twelve million one hundred eighty-two thousand five hundred twenty-seven dash nine, acting on behalf of J.P. MORGAN CHASE BANK N.A., a legal entity engaged in the

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

banking business and incorporated in accordance with the laws of the State of New York, United States of America, both domiciled for this purpose at Avenida Apoquindo two thousand eight hundred twenty-seven, thirteenth floor, Las Condes, Santiago (hereinafter also referred to as "J.P. Morgan"); Mr. SERGIO ORREGO FLORY, Chilean, married, lawyer, with National Identity Card number seven million fifty-one thousand seven hundred twenty-seven dash two, domiciled for this purpose at Avenida Andrés Bello number two thousand seven hundred eleven, sixteenth floor, Las Condes, Santiago, acting on behalf of THE BANK OF NEW YORK MELLON, a legal entity engaged in the banking business, headquartered on Barclay Street number one hundred one, New York, United States of America, domiciled for this purpose in Chile at the same address as its representative (hereinafter also referred to as "BNY Mellon"); and Mr. CLAUDIO MELANDRI HINOJOSA, Chilean, married, chartered accountant, with National Identity Card number nine million two hundred fifty thousand seven hundred six dash eight, acting on behalf of BANCO SANTANDER-CHILE, a Banking Corporation, both domiciled for this purpose at Bandera one hundred forty, Santiago (hereinafter also referred to as the "Receiving Company"), of legal age, who certify their identity with the aforementioned national identity cards and state: ONE: BACKGROUND. One.one By means of the public instrument dated May seventeenth one thousand nine hundred ninety-four, issued at the Notary Office of Ms. María Gloria Acharán Toledo, in Santiago, under record number one hundred ninety-nine dash one thousand nine hundred ninety-four, originally signed

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

between Banco Central de Chile, formerly Banco O'Higgins, currently known as Banco Santander-Chile, in its capacity as receiving entity, and Morgan Guaranty Trust Company of New York, currently known as J.P. Morgan Chase Bank, N.A., a banking company, an agreement was entered into pursuant to former Chapter XXVI of Title I of the Compendium of Foreign Exchange Regulations of Banco Central de Chile ("former Chapter XXVI"). Said agreement was amended by means of the following instruments: (i) public instrument dated July thirty-first two thousand two, issued in the Notary Office of María Gloria Acharán Toledo, in Santiago, under Record Number fourteen thousand six hundred seventy-one dash two thousand two, by virtue of which The Bank of New York, currently The Bank of New York Mellon, replaced J.P. Morgan Chase Bank N.A. as the banking company under said agreement; (ii) public instrument dated March seventeenth two thousand five, issued in the Notary Office of Ms. Nancy de la Fuente Hernández, in Santiago, with record number two thousand four hundred ninety dash two thousand five, by virtue of which it was formally recorded that all the shares of Banco Santander-Chile are covered by the aforementioned agreement; (iii) public instrument dated July twenty-eighth two thousand eight, issued in the Notary Office of María Gloria Acharán Toledo, in Santiago, under record number eighteen thousand six hundred three dash two thousand eight, whereby J.P. Morgan Chase Bank N.A. replaced The Bank of New York Mellon as banking company; and, (iv) public

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

Instrument dated July first two thousand thirteen, issued in the Notary Office of Mr. Juan Ricardo San Martín Urrejola, in Santiago, under record number twenty thousand three hundred sixty-seven dash two thousand thirteen, by virtue of which a new parity price was agreed for the shares into which the receiving entity's capital is divided. The agreement dated May seventeenth one thousand nine hundred ninety-four and its amendments shall hereinafter be referred to as the "Agreement of May seventeenth one thousand nine hundred ninety-four". One.two By means of the public instrument dated November second one thousand nine hundred ninety-four, issued in the Notary Office of Mr. Humberto Santelices Narducci, in Santiago, under record number four thousand five hundred forty-five dash one thousand nine hundred ninety-four, originally signed between the Banco Central de Chile, former Banco Osorno and La Unión, currently known as Banco Santander-Chile, in its capacity as receiving entity, and Citibank, N.A., in its capacity as banking company, an agreement was entered into pursuant to former Chapter XXVI, which was amended by means of the following instruments: (i) public instrument dated July twenty-second one thousand nine hundred ninety-nine, issued in the Notary Office of Mr. Andrés Rubio Flores, in Santiago, under record number three thousand seven hundred twenty-nine dash one thousand nine hundred ninety-nine, by virtue of which The Bank of New York Mellon replaced Citibank, N.A. as banking company under the aforementioned agreement; (ii) public instrument dated July thirty-first two thousand two, issued

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

in the Notary Office of Ms. María Gloria Acharán Toledo, in Santiago, under record number fourteen thousand six hundred seventy-two dash two thousand two, by virtue of which Banco Santander-Chile assumed the capacity as custodian bank; (iii) public instrument dated March seventeenth two thousand five, issued in the Notary Office of Ms. Nancy de la Fuente Hernández, in Santiago, under record number two thousand four hundred ninety dash two thousand five, by virtue of which it was formally recorded that all the shares of Banco Santander-Chile are covered by said agreement; (iv) public instrument dated July twenty-eighth two thousand eight, issued in the Notary Office of Ms. María Gloria Acharán Toledo, in Santiago, under record number eighteen thousand six hundred three dash two thousand eight, whereby J.P. Morgan Chase Bank N.A. replaced The Bank of New York Mellon as banking company; and, (v) public instrument dated July first two thousand thirteen, issued in the Notary Office of Mr. Juan Ricardo San Martín Urrejola, in Santiago, under record number twenty thousand three hundred sixty-seven dash two thousand thirteen, by virtue of which a new parity price was agreed for the shares into which the receiving entity's capital is divided. The agreement dated November second one thousand nine hundred ninety-four and its amendments shall hereinafter be referred to as the "Agreement of November second one thousand nine hundred ninety-four" and, collectively with the Agreement of May seventeenth one thousand nine hundred ninety-four, shall hereinafter

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

be referred to as the "Agreements".- TWO: ASSIGNMENT OF RIGHTS. J.P. Morgan currently has the status of depository bank or Banking Company, as said term is defined in the Agreements. By means of this instrument, Mr. Alejandro Antonio Rubilar Camurri, acting on behalf of J.P. Morgan, sells, assigns and transfers, effective as of August fourth two thousand fifteen, to The Bank of New York Mellon, on behalf of whom Mr. Sergio Orrego Flory buys, accepts and acquires all the rights and obligations which, as a Banking Company, pertain to it under these Agreements. In turn, Mr. Sergio Orrego Flory, acting on behalf of The Bank of New York Mellon, states that it hereby assumes, in the capacity as Banking Company, all the rights and obligations contained in the aforementioned Agreements. In consideration that this assignment of rights originates as the result of the appointment of The Bank of New York Mellon as new depository bank or Banking Company, carried out by the Receiving Company, the price for this assignment of rights is set by mutual agreement in the amount of ten dollars, currency of the United States of America, which has been paid in full with cash prior to this date to the full satisfaction of J.P. Morgan.- THREE: SETTLEMENT. By this Act, J.P. Morgan and the Receiving Company, both of them duly represented herein, mutually grant each other the broadest, fullest and total settlement in relation to the rights and obligations assigned through this instrument, thus leaving no

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

pending charges applicable between them. In turn, Mr. Claudio Melandri Hinojosa, acting on behalf of the Receiving Company, agrees to accept in all parts, as of August fourth two thousand fifteen, the assignment of rights corresponding to J.P. Morgan in its capacity as Banking Company in the Agreements in favor of BNY Mellon, thus releasing J.P. Morgan from all future obligations regarding the matter and undertaking to hold it harmless.- FOUR: ASSIGNMENT OF RIGHTS. In accordance with the provisions of Article one thousand nine hundred one and subsequent articles of the Civil Code, J.P. Morgan hereby delivers to BNY Mellon, who declares to receive it to its entire satisfaction, the instrument that certifies the rights and obligations assigned through this instrument.- FIVE: OBLIGATIONS OF THE BANK OF NEW YORK MELLON AS BANKING COMPANY. As a result of the appointment of The Bank of New York Mellon as new Banking Company in accordance with the Agreements, effective as of August fourth two thousand fifteen, it is formally recorded that this entity shall comply with the following: (i) it shall issue the Titles referred to in the Agreements in its capacity as depository bank; (ii) these Titles shall formally record the right of the holders over a specific number of shares of the Receiving Company; (iii) as Banking Company it shall maintain a record of the Titles where their holders shall be identified; and (iv) the shares represented by the Titles shall be registered with the Record of Shareholders of the Receiving Company on behalf of the Banking Company,

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

 

on its own behalf or as legal representative on behalf of the Title holders, and the same shall be deposited in Banco Santander-Chile, a banking company already identified herein, which currently serves as custodian of the same. The legal status of Mr. Sergio Orrego Flory to act on behalf of THE BANK OF NEW YORK MELLON is certified in a private instrument issued in New York City, State of New York, United States of America, dated June twenty-second two thousand fifteen, duly legalized and formalized on July first two thousand fifteen in the Notary Office of Mr. Andrés Rubio Flores, in Santiago, under record number one thousand one hundred eight dash two thousand fifteen. The legal status of Mr. Alejandro Antonio Rubilar Camurri to act on behalf of J.P. MORGAN CHASE BANK N.A. is certified in a private instrument issued in New York City, State of New York, United States of America, dated April twenty-fourth two thousand thirteen, duly legalized and formalized on May thirteenth two thousand thirteen in the Notary Office of Mr. José Musalem Saffie, in Santiago, under record number five thousand three hundred sixty-two dash two thousand thirteen. The legal status of Mr. Claudio Melandri Hinojosa to act on behalf of BANCO SANTANDER-CHILE is certified in a public instrument dated December thirty-first two thousand nine, issued in the Notary Office of Ms. Nancy de la Fuente Hernández, in Santiago. The aforementioned legal statuses are not enclosed herewith at the express request of the parties, given that these are known to them and have been seen by the authorizing Notary.- In witness whereof and after prior

 

 

 

 

 

 

 

ANDRES RUBIO FLORES 

Attorney - Notary Public 

8th Notary Office of Santiago 

 

 

 

reading, the appearing parties sign.- A copy is issued.- I attest.- Alejandro Antonio Rubilar Camurri, on behalf of J.P. Morgan Chase Bank N.A., who besides signing, also placed his right thumbprint.- Sergio Orrego Flory, on behalf of The Bank of New York Mellon, who besides signing, also placed his right thumbprint.- Claudio Melandri Hinojosa, on behalf of Banco Santander-Chile, who besides signing, also placed his right thumbprint.- María Angélica Oyarzún Andrades.- Alternate Notary. -------------------------------

 

This sheet corresponds to the end of the copy of the instrument of Assignment of Rights of J.P. Morgan Chase Bank N.A. -to- The Bank of New York Mellon, Record Number 1378/2015, issued on August third two thousand fifteen.-

 

THIS IS A TRUE COPY OF THE ORIGINAL, WHICH I AUTHORIZE AS ALTERNATE NOTARY AND STAMP WITH THE STAMP OF THE MAIN NOTARY.- SANTIAGO, AUGUST 6, 2015.-

 

 

 

Exhibit 8.1

 

 

Subsidiaries

 

The following table sets forth our significant subsidiaries as of December 31, 2015, including the ownership interest and, if different, percentage of voting power held by us. All of our significant subsidiaries are incorporated in Chile.

 

             
   

Percentage Owned 


   

2015 


   

Direct 


 

Indirect 


 

Total


    %   %   %
Subsidiary            
Santiago Corredora de Seguros Limitada   99.75   0.01   99.76
Santiago Corredores de Bolsa Limitada   50.59   0.41   51.00
Santander Agente de Valores Limitada   99.03   —     99.03
Santander S.A. Sociedad Securitizadora   99.64   —     99.64

 

 

 

 

 

Exhibit 12.1

 

CHIEF EXECUTIVE OFFICER SECTION 302 CERTIFICATION

 

I, Claudio Melandri, certify that:

 

1.I have reviewed this annual report on Form 20-F of Banco Santander-Chile;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under, our supervision 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;

 

c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Date: May 1, 2016

 

         /s/ Claudio Melandri
  Name: Claudio Melandri
  Title: Chief Executive Officer

 

 

 

 

Exhibit 12.2

 

CHIEF FINANCIAL OFFICER SECTION 302 CERTIFICATION

 

I, Emiliano Muratore, certify that:

 

1.I have reviewed this annual report on Form 20-F of Banco Santander-Chile;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under, our supervision 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;

 

c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Date: May 1, 2016

 

         /s/ Emiliano Muratore
  Name: Emiliano Muratore
  Title: Chief Financial Officer

 

 

 

Exhibit 12.3

 

FINANCIAL CONTROLLER SECTION 302 CERTIFICATION

 

I, Guillermo Sabater, certify that:

 

1.I have reviewed this annual report on Form 20-F of Banco Santander-Chile;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under, our supervision 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;

 

c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Date: May 1, 2016

 

         /s/ Guillermo Sabater
  Name: Guillermo Sabater
  Title: Financial Controller

 

 

 

Exhibit 13.1

 

Section 906 Certification

 

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2015 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

Claudio Melandri, the Chief Executive Officer, Emiliano Muratore, the Chief Financial Officer, and Guillermo Sabater, the Financial Controller, of Banco Santander-Chile, each certifies that, to the best of his knowledge:

 

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

 

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Banco Santander-Chile.

 

Date: May 1, 2016

 

         /s/ Claudio Melandri
  Name: Claudio Melandri
  Title: Chief Executive Officer
   
   
         /s/ Emiliano Muratore
  Name: Emiliano Muratore
  Title: Chief Financial Officer
   
   
         /s/ Guillermo Sabater
  Name: Guillermo Sabater
  Title: Financial Controller

 

 

 

 

 

Exhibit 15.1

 

 

   

 

 

 

 

 

May 2, 2016

 

Securities and Exchange Commission 

100 F. Street, N.E. 

Washington, D.C. 20549-7561

 

Dear Sirs/Madams:

 

We have read the statements made pursuant to Item 16F - CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT of Form 20-F of Banco Santander Chile’s Annual Report on Form 20-F dated May 1, 2016 and, with the exception of the third paragraph therein upon which we have no basis to comment, we agree with the statements therein.

 

Yours truly,

 

/s/ Deloitte Auditores y Consultores Limitada.

 

Deloitte Auditores y Consultores Limitada. 

Santiago, Chile

 

 

 

 

 

 

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