table of contents - Banco GNB Sudameris
Transcription
table of contents - Banco GNB Sudameris
BANCO GNB SUDAMERIS S.A. and SUBSIDIARIES Notes to the Consolidated Financial Statements June 30, 2014 and 2013 (Amounts in millions of Colombian pesos) (1) Reporting Entity Banco GNB Sudameris S. A. (“the Parent”) is a stock corporation incorporated by Public Deed 8067 of December 10, 1976, Notary 5, Bogota D.C. According to its Articles of Incorporation, the Parent's legal existence will expire on January 1, 2076, but this term may be reduced by dissolution or increased by extension. The business of the Parent is to perform all operations and enter into all contracts permitted for commercial banks, subject to the requirements and limitations of Colombian law. Financial Superintendency (the “Superintendency”) Resolution 3140 of September 24, 1993 renewed the Parent’s operating license. The latest amendments to Articles were an exemption from a requirement of the authorization of a shareholders´ general meeting for operations with related parties to guarantee, endorse or otherwise support operations of affiliates in Colombia or abroad (Deed 2605 of April 21, 2014, Notary 13, Bogota). Other significant changes to its Articles have been: Acting on Superintendency Circular 054/2008 and its recommendations in Communication 2008017272-0040000 and other matters within the competence of the shareholders, the Parent amended its Articles as required (Deed 3725 of April 22, 2009, Notary 72, Bogota) Banco Sudameris Colombia absorbed Banco Tequendama S.A., which was then dissolved but not liquidated (Deed 6432, June 29, 2005, Notary 29, Bogota). Change of name from Banco Sudameris Colombia S.A. to Banco GNB Sudameris S.A. authorized to use the name Banco GNB Sudameris S.A. without losing its nature as a stock corporation. (Deed 6520, Notary 29 Bogota, June 29, 2005). The Parent increased its capital from $40,000 to $50,000 divided into 125 million nominative shares of $400 (pesos) each, with a corresponding amendment to Article 5 (Deed 6011, Notary 29, Bogota, May 23, 2006) Articles 25(a), 29, 31 and 32 were amended to suppress the appointment of personal alternates for the principal Directors, as required by Article 44 of Law 964/2005 (Deed 4679, Notary 29 Bogota, April 2, 2007). The Parent´s authorized capital was increased to $75,000 million, divided into 187,500,000 shares of $400 par value each (Deed 1029 of March 5, 2013, Notary 13, Bogotá) The Parent’s Parent is Gilex Holding BV, Netherlands incorporation with registered offices at Herikerbergweg 238, Luna Arena (11001CM), Amsterdam Zuidoost, Netherlands. The Parent’s registered offices are in Bogota, and there are the following offices: Head Office, 19 branches, 26 agencies, 5 satellite agencies, 8 cash desks and 45 collection points, 4 “super-service points” for public services, 2 payment points, 2 enrolment points and 23 sales points for Payroll Instalment Loans. At June 31, 2014 there were 1,028 full-time employees and 76 temporary staff. Subsidiaries in Colombia There are 6 subsidiaries in Colombia, all with registered offices in Bogotá. (continúa) 2 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Affiliates: Servitrust GNB Sudameris S.A., Sociedad al Servicio de la Tecnología y Sistematización Bancaria Tecnibanca S.A. -Servibanca S.A. Servivalores GNB Sudameris S.A. Comisionista de Bolsa, Servitotal GNB Sudameris S.A., Banco GNB Colombia S.A. Subsidiary: Servivalores GNB Sudameris S.A. This company was incorporated by Deed 767 of March 14, 2003 as a securities broker on the Colombian stock exchange BVC, authorized by Superintendency Resolution 133 of March 11, 2003; it may also trade for its own account, manage securities for its customers, acts as intermediary in placements, and finances the acquisition of securities, amongst other things. Servitrust GNB Sudameris S.A. is a private stock corporation incorporated by Deed 3847 of July 9, 1992 Notary 18, Bogota. It is a general trust company in the financial services sector, and may undertake any business permitted by local regulations. Sociedad al Servicio de la Tecnología y Sistematización Bancaria Tecnibanca S.A. – Servibanca S.A. – is a Colombian stock corporation in the business of automation and modernization of banking and financial services and operations to provide, dispense, pay and clear cash etc. Superintendency Resolution 872 of May 25, 2006 required organizations engaged in low-value payment systems to adopt the Uniform Plan of Accounts (PUC) of Resolution 3600/1998. Servitotal GNB Sudameris S.A. is a stock corporation incorporated by Deed 7177 of December 26, 2012 engaged in technical and administrative services, IT service and services such as the definition, analysis, design, construction, configuration, certification, testing, implementation, support and maintenance of software and hardware for ICT. This subsidiary has not yet commenced operations. Banco GNB Colombia S.A. This is a bank, incorporated by Deed 7703 of December 31, 1976, Notary 76, Bogotá, licensed to undertake all business open to “credit establishments” and subject to related regulations and restrictions in Colombia-. Fiduciaria GNB S.A. This is a private trust company in the financial services sector incorporated by Deed 5564 of November 12, 1981, Notary 7, Bogotá, licensed to undertake all kinds of business open to trust companies, and subject to related regulations and restrictions in Colombia. The national subsidiaries operate with the following number of employees: Subsidiary Servitrust GNB Sudameris S.A. Servibanca S.A. Servivalores GNB Sudameris S.A. Banco GNB Colombia S.A. Fiduciaria GNB S.A. Payroll Temporary Services 31 60 13 494 54 3 3 0 66 4 Total 652 The Colombian affiliates thus have 652 employees and 76 temporary staff. 76 (Continued) 3 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Subsidiaries outside Colombia Colombian Superintendency Letter 2013002611-080 of July 8, 2013 authorized Banco GNB Sudameris S.A. (the Parent) to acquire the shares of HSBC Bank Peru S.A. and HSBC Bank Paraguay S.A. Peruvian Superintendency letter SBS 5378-2013 of September 6, 2013 and Banco Central de Paraguay Resolution 19 (Minute 74) of October 24, 2013 clarified by Note SBSG 01484/2013 of November 7, 2013, authorized the acquisitions of the shares of the HSBC banks in Peru and Paraguay, respectively. The Parent therefore, on October 4 and November 29, 2013 proceeded to acquire the Peruvian bank, now Banco GNB Peru, and the Paraguayan bank, now GNB Bank Paraguay S.A. with 670,551,999 and 3,016 shares and one Note respectively representing 99.99% and 99.96% of their respective outstanding shares. Acquisition of subsidiaries outside Colombia The following were the balances acquired in the above operations: Description New soles 04-oct-13 a Banco GNB Peru S.A. (1) Sol/US$ Acquired in US$ FX-rate equiv. 04-oct-13 a/b b Assets S/. 4,171,069,321 Liabilities S/. 3,772,852,346 Equity S/. 398,216,975 (1) (2) 2.779 Banco GNB Paraguay S.A. (2) Balance in guaranies Guaraní/US$ Acquired in US$ 31-oct-13 FX-rate equiv. c 31-oct-13 c/d d US$ 1,500,924,549 Gs. 3,292,161,804,444 US$ 1,357,629,488 Gs. 2,997,410,663,689 US$ 143,295,061 Gs. 294,751,140,755 US$ 744,496,111 4,422.000 US$ 677,840,494 US$ 66,655,618 Balances of Banco GNB Peru S.A. on October 4, 2013. Balances of Banco GNB Paraguay S.A. on November 30, 2013. Banco GNB Peru S.A. This is a Peruvian financial institution incorporated by a Public Deed 22 of November 30, 2006 Notary Zumilda A. Narvaja, registered as No. 11877589 in the Lima Business Register; it was authorized to operate as a “multiple bank” by Superintendency Resolution SBS 537-2006 of April 28, 2006. The Parent´s operations are basically financial intermediation as permitted to “multiple banks” regulated by the Superintendency under the Parenting Law (No. 26702), which is the statute regulating private banking and insurance activities. The Parent is licensed to take deposits from the public and invest them and its own capital in loans and securities, to grant guarantees by endorsement and sureties, engage in financial leasing operations, financial intermediation, banking services etc. The Parent began as HSBC Bank Peru S.A., as part of HSBC´s plan to expand in the region. After a global review of May 11, 2012, HSBC announced the sale of the subsidiaries in Colombia, Peru, Paraguay and Uruguay to GNB Sudameris S.A. On October 4, 2013 Banco GNB Sudameris acquired 99.99% of the HSBC Bank Peru S.A. shares (today Banco GNB Peru). With the authorization of Superintendency Resolution SBS 5386-2013, a General Meeting of April 16, 2013 changed the name from HSBC Bank Peru S.A. to Banco GNB Peru S.A. (Continued) 4 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements The registered offices of the Parent are at Calle Begonias 415 p. 22 Urbanización Jardín, San Isidro, Lima. At June 30, 2014 it had a Head Office, 18 Agencies in Lima and the provinces. On that date it had 789 employees (754 payroll, 1 temporary and 34 internships) Banco GNB Paraguay S.A. This is a Paraguayan stock corporation which started operations in 1920 as the first international bank in the country, a branch of Banco de Londres y Rio de la Plata. In 1985 it became the Paraguay Branch of Lloyds Bank, and subsequently the Paraguay Branch of Lloyds TSB Bank in 2000. The operation was acquired by HSBC in May, 2007 and became HSBC Bank Paraguay S.A. On November 29, 2013, after receiving regulatory approvals, Banco GNB Sudameris acquired 99.96% of the outstanding shares. The Paraguayan Central Bank issued Resolution 19 in Minute 74 of October 24, 2013, authorizing the change of name to Banco GNB Paraguay S.A., and the change was agreed at an Extraordinary Meeting of Shareholders on November 29, 2013 (Minute 12). The Paraguayan Banking Law (Law 861) and regulations (and the Civil Code as otherwise applicable) permit banks to take in local and foreign currency sight and term savings and checking account deposits, place notes and bonds in local and foreign currencies and issue negotiable term deposit certificates; they may discount, buy and sell term trade bills and grant loans, etc. – all as locally regulated. At June 30, 2014 the Parent has a Head Office and 6 agencies in Asunción and in the provinces. On that date there were 194 employees and 1 external employee on the payroll and 88 outsourced temporary staff. At June 30, 2014 and 2013 the assets, liabilities, equity and results of the Parent and subsidiaries, and the Parent´s interest in the latter, were as follows: June 30, 2014 Banco GNB Sudameris S.A. Assets Liabilities Equity 15,076,303 13,850,579 1,225,724 Parent interest In Subsidiaries Interest of Gilex Holding B.V.in Subsidiaries Servitrust GNB Sudameris S.A. Servibanca S.A. Servivalores GNB Sudameris S.A. Banco GNB Paraguay S.A. Banco GNB Peru S.A. 28,940 8,173 20,767 93,658 31,292 62,366 31,340 781 30,559 1,455,696 1,329,990 125,706 2,853,882 2,585,897 267,985 94.89% 88.50% 94.99% 99.96% 99.99% Net elimination Net total Consolidated (560,916) (71,017) (489,899) 18,978,903 17,735,695 1,243,208 3.02% June 30, 2013 Banco GNB Sudameris S.A. Assets Liabilities Equity Parent interest in subsidiaries Interest of Gilex Holding B.V. in Subsidiaries 12,709,266 11,704,035 1,005,231 Servitrust GNB Sudameris S.A. Servibanca S.A. Servivalores GNB Sudameris S.A. 41,879 20,414 21,465 98,435 40,413 58,022 31,818 1,128 30,690 94.9% 3.02% 88.5% 94.9% Net elimination (115,282) (5,145) 110,137 Net total Consolidated 12,766,116 11,760,845 1,005,271 The affiliate Servitotal GNB Sudameris S.A. does not consolidate because it is not subject to Superintendency supervision. It has not started activities yet. (Continued) 5 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Comparability The financial statements at June 30, 2014 correspond to the consolidation of Banco GNB Sudameris S.A. and subsidiaries in Colombia, plus two subsidiaries outside Colombia (the Parents in Peru and Paraguay). At June 30, 2013 there were no subsidiaries outside Colombia. (2) Summary of Accounting Policies a. Basic Accounting Policies The accounting policies and the preparation of the financial statements of the Parent and Subsidiaries are in accordance with accounting standards generally accepted in Colombia, as established by the Financial Superintendency. Figures for the Subsidiaries outside Colombia were homogenized so that they became equivalent to accounting practices generally accepted in Colombia and Colombian Superintendency’s instructions. The financial statements of the Parent follow the requirements of the Colombian Commercial Code and include the financial statements of subsidiaries in Colombia under Colombian Superintendency supervision and subsidiaries outside Colombia in which there is a direct or indirect interest of 50% or more of outstanding shares. Incomes, expenses, assets, liabilities and equity of the subsidiaries are included appropriately in the consolidated financial statements after eliminating intercompany items and homogenizing accounts by establishing equivalent classifications. Substantial variations in uniformity Consolidation requires that equivalent classifications be established so that all items satisfy accounting practices generally accepted in Colombia. The financial statements of subsidiaries outside Colombia are expressed in their local currencies: Country Peru Paraguay Currency New sol Guarani Following Colombian Superintendency Circular 100/1995 Chapter X, the financial statements are reexpressed as follows: The Balance Sheet is converted at the closing rate the statement of earnings at an average rate; and capital at the historic rate. The following rates or factors were used at June 30, 2014. June 30, 2014 Conversion of financial statements – subsidiaries outside Colombia Balance sheet Earnings statement Capital Peru * 2.796 2.796 2.789 Paraguay * 4,384.000 4,384.000 4,425.670 Peru ** 1,881.19 1,958.58 1,945.23 Paraguay ** 1,881.19 1,958.58 1,959.76 * Local currency/US$ factor ** US$/Col$ factor The Parent established equivalences for accounts and homogenized the accounting practices generally accepted by the subsidiaries outside Colombia to the Colombian Superintendency´s (Continued) 6 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements regulations, principally where items might affect the structure of the consolidated financial statements, such as the allowances, property and equipment and their depreciation. Allowances For the period January-June 2014 additional allowances were made for $4,464 in Banco GNB Peru S.A. and for $2,835 in Banco GNB Paraguay S.A. At June 30, 2013 there were no subsidiaries in Peru or Paraguay. The risk classification methods to the loan portfolios and the method for calculating allowances in subsidiaries outside Colombia, developed by the Parent and approved by the Colombian Superintendency were applied. b. Statement of Cash and Cash Equivalent Flows Cash flows are prepared using the indirect method. Money-market asset positions are considered to be cash equivalents for this purpose. c. Money market asset and liability positions Money Market operations include repos, simultaneous operations and interbank funds: Ordinary Interbank Funds These are funds placed or received by the Parent and Subsidiaries directly with another financial entity, with no agreement to transfer securities or loans. They are current business operations at no more than 30 calendar days, designed to use surplus liquidity or make up liquidity deficits, including overnight operations with banks outside Colombia using Parent and Subsidiaries funds. Interest yields on these operations are credited to earnings. Repos In a repo, the Parent and Subsidiaries acquire or transfer securities in exchange for cash, also committing itself to transfer to, or re-acquire from, the counterpart that same day or later (but not more than a year later), with securities of the same kind and characteristics, at a given price. The initial amount may be calculated at a discount from the market value of the securities; in the course of the operation the securities initially traded may be replaced by others, and restrictions may be set on the mobility of the securities involved. Yields are calculated exponentially over the life of the operation and are accrued in the earnings statement. Securities transferred in the operation are recorded in Debtor or Creditor Contingency accounts, depending on whether the operation is an asset or liability transaction. Commitments under Simultaneous Operations Here, the Parent or a Subsidiary acquires or transfers securities in exchange for cash with the simultaneous commitment to re-transfer or re-acquire them the same date or later at a defined price for securities of the same kind and characteristics. (Continued) 7 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements In these operations, no initial discount from the market price, and no substitution of the original securities, is allowed; nor may restrictions be placed on the mobility of the securities. Yields accrued by the acquirer and paid by the seller are recorded here as a cost of the operation over its term. The difference between present value (cash delivered) and future value (final transfer price) is a financial yield, calculated exponentially over the term of the operation, and is recorded in the earnings statement as and when accrued. The securities are recorded in Debtor or Creditor Contingent accounts depending on whether the operation produces an asset or a liability. Commitments under short positions Short positions arise when the Parent or Subsidiary transfers ownership of securities previously obtained through a commitment to transfer them in a repo or simultaneous operation. The account records the financial obligation originating in a short position by the party initially acting as the acquirer (asset simultaneous operation) in favor of the initial disposer in the simultaneous operation for the fair price of exchange of the security object of the transaction, recorded initially as in a Creditor Memorandum Account. When the amount of the short position differs from the fair price of exchange, this difference is recorded as a profit or a loss in the earnings statement. Daily, the obligation recorded in the liabilities section should be valued and recorded at market price or updated to the fair price of exchange, depending on the nature of the security and parameters set in current regulations for the valuation of financial investments classed as “trading” and the effect is reflected in the earnings statement. There is a credit for the value of the financial obligation and any increase in the fair price of exchange, and a debit for payment of the obligation and any fall in the fair price of exchange. d. Investments This account includes investments acquired by the Parent and Subsidiaries for the acquisition of direct or indirect control of a company in the financial sector or engaged in services, to maintain a secondary liquidity reserve, or to meet requirements of law or regulation, or solely to eliminate or reduce market risk affecting assets, liabilities or other items in the financial statements. The valuation of investment basically exists to calculate, book and disclose a value or fair price of exchange at which a security can be traded on a given date, depending on its particular characteristics and on prevailing market conditions. Up to March 3, 2013 investments were valued on the basis of information supplied by Infoval, a system that reports rates or prices for the valuation of portfolios on the Colombian securities exchange BVC As of March 4, 2013, Chapter XVI of Title I of the Superintendency´s Legal Circular came into effect in relation to the provision of prices and the valuation of investments, and the Parent was required to contract an official Price Supplier to value each segment of the market for a minimum of one year. The Supplier is required to supply information on the valuation of investments in each segment (Continued) 8 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements (prices, rates curves, margins etc.) following the parameters of Chapter I of the Superintendency Circular. The Parent contracted INFOVALMER S.A to supply the official prices of all its investments Investment are classified, evaluated and recorded as required by Chapter I of Superintendency Circular 100/1995, of which the following is a summary: Classification Term Trading – debt securities Short term Characteristics Valuation Recording Acquired to make profits from short-term price fluctuations. Uses prices determined by the Price Supplier. The difference between book and market value is charged or credited to the value of the investment with a credit or charge to earnings. On days when no price for the security can be found or estimated, the valuation is made exponentially based on the internal rate of return. Valuations are made daily. Investments are valued at market price on the day of acquisition and therefore changes in the values of securities since acquisition date are recorded as of the purchase date. Trading equity investments – At sight Unit fund investments, for yield Unit fund investments are valued by the price of the unit calculated by the fund manager for the previous day. The difference between current market value and the previous day´s price is credited or debited to the investment and debited or credited to earnings Held maturity to Until maturity Securities that the Parent and Subsidiaries wishes to hold to maturity or redemption and have the legal, contractual and financial capacity to do so. Exponentially based on the IRR calculated at the time of purchase. Present value is calculated as an increase to the value of the investment and the difference with the previous value is recording in the earnings statement. Valuations are made daily. The securities may not be the object of liquidity operations, repos or simultaneous operations, or temporary transfers, unless they are mandatory investments or obligations underwritten in the primary market and the counterpart is Banco de la República, the National Treasury or Superintendency – supervised institutions. This procedure is followed daily. Likewise, they may be delivered in guarantee at a Counterpart Risk Clearing House to support completion of operations accepted by it for clearing and settlement. Debt securities available for sale 1 year up to November 2013 and 6 months as of the effective date of Superintendenc y Circular 35 of December 02, 2013 The Parent has the intention and legal, financial, operational and contractual capacity to hold these investments at least 6 months; they can be reclassified into one of the above categories. Upon expiry of that term, they may be reclassified to another category on the next following business day. If not reclassified on that date, it is understood that the Parent continues to have a serious intention to classify them as still Investments in debt securities will be valued on the basis of prices, supplied by the Price Supplier. On days when a fair price cannot be found or estimated, these securities are valued exponentially based on their IRR. Valuations are made daily. Changes to the value of low/minimum turnover or unquoted securities are recorded as follows: - The difference between present value on valuation date and the existing book value is recorded as an increase to the value of the investment, which is credited to earnings. - The difference between market value and present value is recorded as an (Continued) 9 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Classification Term Characteristics Valuation available for sale and therefore to continue to hold them for a period equal to that indicated for that type of investment. Recording unrealized accumulated gain or loss in the equity section. - This procedure is followed daily Investments classified in this category may be used as a guarantee with a central risk clearing house, upon the latter´s acceptance of them for clearing and settlement. These investments may also be sued for liquidity operations, repos, simultaneous operations or temporary securities transfers. Equity investments available for sale None Investments made by the Parent or Subsidiaries as a co-owner of the issuer. High, low or minimum turnover or unquoted securities, held by the Parent as parent or controlling interest. These investments do not need to be held for 6 months prior to sale. These securities are valued depending on whether or not they are quoted on an exchange: - Securities on the National Register for Securities and Issuers (RNVE): Valued at the price published by Price Suppliers authorized by the Superintendency. - Unlisted securities: Unlisted equities are valued by the official Price Supplier designated for the segment. If the Price Supplier has no method to value these investments, the Parent must increase or reduce the acquisition cost by the percentage it holds, in respect to subsequent variations in the investment´s equity value based on certified financial statements at December 31 and June 30 each year (or more recent if available). At each monthly closing the book equity of each international affiliate is re-expressed in US dollars and the result is compared with the value of the investment. The result is recorded as a peso valuation gain or loss. Low/minimum turnover or unquoted - The difference between latest updated market value and current book value is recorded as follows: If the new market value is higher, the difference is used to reduce any allowance or downward adjustment made until it is exhausted, and any excess is then recorded as a revaluation surplus. If the new market value is lower, any surplus is reduced until exhausted, and any excess is a downward adjustment. - When dividends or profits are distributed in kind, including those corresponding to the capitalization of the equity revaluation account, they are recorded as income for the portion recorded as a revaluation surplus, charged to the investment and the surplus is reversed. - If dividends or profits are distributed in cash, the amount recorded as a valuation surplus is treated as income, reducing the surplus, and the amount of dividends that exceeds this is recorded as a reduction in the value of the investment. For the recording of investments made through purchases of international affiliates, the agreed equity value is used and re-expressed in US dollars. This value is then compared to the price paid. The difference is recorded as goodwill, to be amortized over 20 years as of the date of completion of the business. (Continued) 10 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Investment Transfer Rights This corresponds to restricted investments which represent the collateral for investment repurchases. The Parent retains economic rights and benefits and continues to assume the risks related to these securities, even after ownership has legally been passed in the repo. The securities are valued daily and recorded in the balance sheet and earnings statement using methods and procedures applicable to trading investments, investments held to maturity, and investments available for sale. Allowances or Losses due to Credit Risk Classification Securities of Unrated Issues or Issuers Category Risk Characteristics Allowances A Normal Meets agreed terms for the security, with appropriate capacity to pay capital and interest None B Acceptable Issues with factors of uncertainty which might affect the capacity to continue to service debt; financial statements and other available information show weaknesses which might affect financial situation. Net value may not exceed 80% of face value net of amortizations up to valuation date C Appreciable High or medium probability of default in capital or interest payments when due; financial statements and other available information show deficiencies in the financial situation that compromise recovery of the investment, Net value may not exceed 60% of face value net of amortizations up to valuation date D. Significant Issues with default against agreed terms, financial statements and other available information have marked deficiencies in respect of the financial situation, and recovery of the investment is highly unlikely. Net value may not exceed 40% of face value net of amortizations up to valuation date E Unrecoverable The financial statements and other available information suggest that the investment is unrecoverable. Full allowance required Externally-rated securities or issuers Securities that carry one or more ratings made by a rating agency recognized by the Superintendency and debt securities issued by issuers rated by them, may not be booked for amounts that exceed the following percentages of par value net of amortizations so far made up to valuation date. Long-term rating BB+, BB, BBB+, B, BCCC DD, EE Max value 90% 70% 50% 0% Short term rating 3 4 5 and 6 5 and 6 Max value 90% 50% 0% 0% The issuer´s rating is used for the estimates of allowances against term deposits Allowances against investments classified as to be held to maturity for which a fair price can be estimated in accordance with the conditions for debt securities for trading or available for sale, correspond to the difference between book value and that price. (Continued) 11 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements e. Loans This account records loans in various modes funded by own funds, public deposits and other external and internal sources of finance. Loans are recorded at disbursement value; but factoring operations are recorded at the present value of flows to be bought on a given date applying the appropriate discount rate. The Parent has adopted a credit risk management system (SARC) to implement clear and precise policies and procedures to define criteria and modes for the Parent to evaluate, assume, classify, control and cover credit risk; not only from the point of view of allowance coverage but also through the administration of the process of granting loans and their ongoing follow-up. There are three (3) modes of loan: Commercial Loans These are loans made to individuals or corporate entities for organized economic activities, other than Micro-loans. Consumer loans These are loans given regardless of amount to individuals to finance the acquisition of consumer goods or pay for services for non-commercial or non-business purposes other than micro-loans. Home mortgages These are loans made to individuals, and are used to acquire new or used housing, or the construction of personal housing. They are being denominated in UVR or pesos; they are guaranteed by a first mortgage on the housing unit financed. The term of amortization is between 5 and 30 years; they may be prepaid in full or in part, with no penalty; and in the event of partial prepayment, the debtor may choose whether to reduce the instalments or shorten the term of the loan. They carry ordinary interest on outstanding balances in UVR or pesos, depending on the denomination of the loan. Interest is charged in arrears and may not be capitalized. The loan may be for a maximum of 70% of the value of the property. The value must be either the purchase price or that of a professional valuation made within the last six (6) months. Loans for social interest housing may be for up to 80% of the value of the property. Property financed in this way must be insured against fire and earthquake. Frequency of Evaluation The Parent evaluates all loans of all kinds. Loan performance is updated monthly for part-payments, cancellations, write-offs and ageing of arrears. For this, The Parent has adopted analytical methods and techniques to measure the credit risk inherent in a loan and possible future changes in conditions of debt servicing. These methods and techniques are based on information held of patterns of behavior of the portfolio and loans, the particular characteristics of debtors and loans and guarantees supporting them; the debtor´s credit record with other lenders and financial information about the debtor or alternative information to (Continued) 12 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements establish his financial situation appropriately; and sector and macroeconomic variables affecting their normal development. The Parent evaluates and reclassifies loans when: Payment is in arrears after a restructuring. This requires immediate reclassification. At least at a six-monthly evaluation (May and November) if reclassification is required. Criteria for the evaluation of credit risk The Parent permanently evaluates the risks inherent in its credit assets when it grants loans and through the life of the loan, including restructurings. The Parent has designed a Credit Risk Management System (SARC) composed of policies and processes of credit risk management, reference models for estimates or quantifications of expected losses, systems of allowances to cover credit risks and internal control systems. The granting of credit is based on knowledge of the borrower, his capacity to pay and the characteristics of the contract to be made, including amongst other things the financial conditions of the loan, sources of repayment and macroeconomic conditions to which he might be exposed-. For the loan approvals process, each portfolio had rules that contain variables to discriminate between borrowers who match the Parent´s risk profile. Segmentation and discrimination in the loan portfolios and the potential borrowers in them are the basis for classification. The methods and procedures used in the process enable the credit exposure of each portfolio to be monitored and controlled as well as the aggregate portfolio, avoiding an excessive concentration of credit per debtor, economic sector, risk factor, etc. The Parent is engaged in continuous monitoring and classification of loan operations in accordance with the process for granting them, based amongst other things on the information on the historical performance of the portfolios and loans; the particular characteristics of debtor and their loans and guarantees; the credit record of the debtor in other entities and his financial information, in order to establish his financial situation and sector and macroeconomic variables that might affect the course of the business. The Parent follows Laws 358/1997, 550/1999, 617/2000 and 1116/2006 when evaluating the capacity to pay of regional government agencies. Credit risk evaluation Commercial and consumer loans are classified by risk category with the following minimum objective conditions. Category AA A BB B CC Default New Loans New loans classed AA when approved New loans classed A when approved New loans classed BB when approved New loans classed B when approved New loans classed CC when approved - Existing Commercial Loans Existing loans up to 29 days past due Existing loans 30-59 days past due Existing loans 60-89 days past due Existing loans 90-119 days past due Existing loans 120-149 days past due Existing loans more than 150 days past due Existing Consumer loans Loans classified AA using MRCO rating Loans classified A using MRCO rating Loans classified BB using MRCO rating Loans classified B using MRCO rating Loans classified CC using MRCO rating Loans more than 90 days in arrears (Continued) 13 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements The Parent applies the following equivalents for purposes of compatibility of risk classifications in indebtedness reports and recording in the financial statements: Commercial loans Aggregate of categories reported Category reported AA A BB B CC C D E Group Category A B B C C C D E Consumer Loans Aggregate of categories reported Category reported AA Arrears 0-30 days Arrears over 30 days BB B CC C D E Group Category A A B B C C C D E Where the Superintendency model requires a customer to be classed as “in default”, the following equivalences will be used: Category E = Customers in default whose LGD is taken as 100%. Category D = Other customers in default. For the equivalences used in consumer loans, it is understood that the arrears referred to in the table above is the maximum recorded for the debtor in aligned products. Home mortgage loans Home mortgages are classified by ageing as follows: Category ABCDE- Normal Acceptable Acceptable Significant Unrecoverable Home mortgage Current and up to 2 months past due 2-5 months past due 5-12 months past due 12-18 months past due Over 18 months past due (Continued) 14 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Restructured loans A "restructured loan" is one for which a legal agreement exists with the intention or effect to modify the terms of the credit, to enable the debtor to pay. Before restructuring it must be established that there is a reasonable probability of recovery under the new conditions. Debt relief granted by law – such as that of Law 546/1999 for home mortgages – is not considered to be a restructuring. Rules for reclassification of restructured loans Loans may be placed in their lower risk category after restructuring only if the restructuring agreement shows an improvement in the debtor´s capacity to pay or a smaller possibility of default. If the restructuring agreement provides a grace period for capital repayments, that classification can only be preserved where the grace period is no longer than one year after signature. In restructurings under Law 550/1999, Law 617/2000 and Law 1116/2006 and special restructurings, the following considerations apply: Law 550/99 Restructurings For Law 550/99 operations, as of the date on which negotiations begin, the Parent ceased to accrue interest and maintained the classification then given to the debtor. When Law 1116/2006 came into force to regulate business insolvency, the Parent considers that the borrower has become insolvent. Fiscal Restructuring (Law 617/2000) Restructurings derived from the signature of Fiscal and Financial Restructuring Programs in the terms of Law 617/2000 and which are current at June 30, 2014 are subject to the following Bank policies: Sovereign guarantees cover loans made to regional government by financial institutions supervised by the Financial Superintendency, subject to certain requirements, one of which is that the regional government entity must sign a fiscal adjustment agreement by June 30, 2001. The guarantee covers 40% of loans outstanding at December 31, 1999 and 100% of new loans made for fiscal restructuring. The features of this type of restructuring allow reversal of reserves against debt which is part of the operation for the portion with Government guarantees. The portion not so covered retains the classification at June 30, 2001. Loans Written Off A loan may be written off if management considers that it is unrecoverable or that recovery would be a remote or uncertain event, after exhausting actions to collect and with the favorable opinion of legal counsel and debt collection agencies; all of this, with prior Board approval. A write-off does not relieve the Parent of the duty to continue to press for collection and to make allowance against all capital, interest and other items. (Continued) 15 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Loan allowances The Parent covers credit risk with a system of allowances charged to earnings, calculated on unpaid balances, ageing and risk categories for Home Mortgage and Microloans and as a function of expected loss produced by the reference models for commercial and consumer loans, or on outstanding balances as a function of arrears and the risk categories applicable to home mortgage. Individual Allowances using the Reference Models As required by the Superintendency the Parent has established a general scheme of individual allowances for commercial and consumer reference models calculated as the sum of the two individual components – “pro-cyclical” and “counter-cyclical”. The individual pro-cyclical component is the portion of the individual allowance that reflects the debtor´s credit risk today. The individual counter-cyclical component is the portion that reflects possible changes in debt risk should there be greater deterioration in this type of loan. It is charged today in order to reduce the impact on earnings of a future situation of this kind. The counter-cyclical portion may not be less than zero nor more than the expected loss in Matrix B and the sum of the two components may not be greater than the value of exposure. The Parent calculates the two components - capital and receivables - separately for loans and leasing operations. In order to determine the method to be used when calculating these components, the Parent makes a monthly evaluation of the real quarterly variation in individual allowances in Categories B, C, D and E with a quarterly accumulation of allowances net of recoveries on loans and leasing operations as a percentage of accumulated quarterly interest on them. There is a quarterly accumulation of allowances net of recoveries for loans and leasing operations as a percentage of the quarterly accumulated adjusted gross financial margin and the annual growth rate of gross loans. Depending on the result of these indicators the Parent applies the accumulative phase method or the de-accumulative phase method. At June 30, 2014 and 2013 the individual allowances were calculated using the accumulative phase as required by Superintendency instructions. General Allowance The General Allowance is a minimum of 1% of Micro and Home Mortgage loans. Additional Allowance, Consumer loans Superintendency Circular 026 of June 22, 2012 gives instructions on an additional individual allowance on consumer loans equal to 0.5% of the capital amount of the consumer loan multiplied by the value of the LGD on the loan. The Parent continued to apply this allowance and it appears as a charge in the financial statements at June 30, 2014. (Continued) 16 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Commercial and Consumer Loan Models The Parent has adopted the Superintendency`s Reference Model to calculate allowances against these loans. Expected losses (allowances) are calculated as: EXPECTED LOSS = [probability of default] x [Exposure at the time of default] x [Loss given default] The segmentation and discrimination of loan portfolios and possible borrowers is the basis for estimating expected losses in the reference models. Segmentation is effected as follows for commercial borrowers: Size Major Medium Small Classification by asset levels Assets (minimum salaries) 15,000 5,000-15,000 Under 5,000 Approx. US $000 equivalent Over 3,750 1,250-3,750 1,250 The model contains a category for “Individual personal” loans, which include all loans given to individuals as commercial borrowings. For the consumer loan model (MRCO), the discrimination of portfolios is based on segments differentiated by products and the lenders that provide them, in order to preserve particular market niches and products. Segmentation of consumer loans is effected with the following criteria from the MRCO Model: General – Automobile: Loans made by finance companies other than consumer finance companies to purchase vehicles. General – Other: Loans made by finance companies other than consumer finance companies to purchase items other than vehicles. Credit card purchases are not included. Credit card: Revolving credit for the purchase of consumer goods through plastic cards. The reference models for commercial and consumer loans define the components of expected loss with the following parameters. a. Probability of default This is the probability that debtors will go into default within the next 12 months. The probability of default is defined the matrices shown below, which are compiled by the Superintendency: (Continued) 17 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Commercial Loans Major companies Medium companies Small companies Individuals Classification Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B AA 1.53% 2.19% 1.51% 4.19% 4.18% 7.52% 5.27% 8.22% A 2.24% 3.54% 2.40% 6.32% 5.30% 8.64% 6.39% 9.41% BB 9.55% 14.13% 11.65% 18.49% 18.56% 20.26% 18.72% 22.36% B 12.24% 15.22% 14.64% 21.45% 22.73% 24.15% 22.00% 25.81% CC 19.77% 23.35% 23.09% 26.70% 32.50% 33.57% 32.21% 37.01% Default 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Consumer loans Matrix A Matrix B Classification Automobiles Other Credit Card Automobiles Other Credit Card AA 0.97% 2.10% 1.58% 2.75% 3.88% 3.36% A 3.12% 3.88% 5.35% 4.91% 5.67% 7.13% BB 7.48% 12.68% 9.53% 16.53% 21.72% 18.57% 23.21% B 15.76% 14.16% 14.17% 24.80% 23.20% CC 31.01% 22.57% 17.06% 44.84% 36.40% 30.89% Default 100.0% 100.0% 100.0% 100.00% 100.00% 100.00% Each commercial and consumer loan customer segment thus has the possibility of migrating from a category and falling into default in the next 12 months, depending on the general cycle of credit risk. b. Loss given default (LGD) This is defined as the economic loss to the Parent if any event of default takes place. The loss given default for borrowers in the “default” category will undergo a slow increase as a function of the days elapsed since classification into that category. The LGD by type of guarantee is the following: Commercial loans Type of security Other guarantees Subordinated loans Loss on default 55% Days default 270 New loss on default 70% 540 New loss on default 100% 100% Days default 75% 270 90% 540 0 – 12% - - - - Commercial and residential property 40% 540 70% 1080 100% Property leasing assets 35% 540 70% 1080 100% Non-property leasing assets 45% 360 80% 720 100% Other collateral 50% 360 80% 720 100% Collection rights 45% 360 80% 720 100% No guarantee 55% 210 80% 420 100% Admissible financial collateral (Continued) 18 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Consumer loans Type of security Loss on default Days default New loss on default Days default New loss on default 60% 210 70% 420 100% Other guarantees 0 – 12% - - - - Commercial and residential property 40% 360 70% 720 100% Asserts on property leasing 35% 360 70% 720 100% Leasing assets other than property 45% 270 70% 540 100% Other collateral 50% 270 70% 540 100% Collection rights 45% 360 80% 720 100% No guarantee 75% 30 85% 90 100% Admissible financial collateral c. Asset value exposure In the Commercial Reference Model and Consumer Reference Model, the asset value exposed is the outstanding balance of capital, interest, and receivables for interest and other items. Home mortgage The Parent maintains allowances against outstanding balances no lower than the percentages shown below. Home mortgage A – Normal 1 Capital allowance as % of unsecured portion 1 B- Acceptable 3.2 100 100 C- Appreciable 10 100 100 D-Significant 20 100 100 E-Unrecoverable 30 100 100 Category Capital allowance as % of secured portion Interest & Other Items 1 For home mortgage loans, if the account has been in Category E for two (2) consecutive years, the percentage allowance on the secured portion is raised to 60%. If the account is still E after another year (1), the allowance is raised to 100% of the secured portion. Effect of collateral on individual provisions For the purposes of setting up individual allowances against home mortgage loans, collateral only covers the capital amount of the loan. Therefore, the allowance is made for these percentages in respect of the difference between balances pending amortization and 100% of the value of the collateral. For the guaranteed portion, 100% of balance of the debt secured. Rules of alignment The Parent aligns debtor classifications as follows: (Continued) 19 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Permanent classification Before making provisions and applying equivalent classifications the Parent makes individual internal alignments each month, and for each debtor taking all credit operations to the highest risk category applicable, unless it can show the Superintendency that there is good reason not to do so. Regulations require that the Parent must consolidate its financial statements, and all loans or the same mode to any given debtor must carry the same classification. Quarterly classification On a quarterly basis, the Parent conducts a process of external alignment with loans elsewhere in the financial sector based on information supplied by the credit bureaus and following relevant regulations, Loans of any given kind to any debtor are transferred to a higher risk level accordingly unless the Superintendency can be shown that there is good reason not to do so. Half-yearly classification Under Section 2.2.3.2. of Chapter II of the Accounting Circular, the Parent makes a classification in May and November to record the results of evaluation and any reclassifications required. Policy on loan collateral The Parent follows the Superintendency Circular 043/2011 in relation to collateral for operations and criteria to estimate their value and effectiveness. Collateral for loans must meet the following criteria: a) Policy for admission and management of collateral. The collateral support of an operation is a necessary element in the calculation of LGD, and therefore, to determine the level of allowances. “Admissible” collateral is that which is formalized, and Has a value established on the basis of technical and objective criteria. Is sufficient to cover the amount of the loan. Offers legally effective support for payment of the obligation guaranteed, and are reasonably possible to realize. Collateral which, in accordance with Part 2, Book 1, Title II Decree 2555/2010, is classified as "non-admissible" may not be accepted as valid collateral. The evaluation of the support offered and the possibility of realization of each security taken, should take account of at least the following considerations: nature, value, and liquidity. Further, the potential costs of realization should be estimated, along with legal requirements to enforce them, in each case. Particular instructions on certain kinds of admissible collateral: (Continued) 20 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements If the collateral consists of a mortgage or pledge, or, although not being a real guarantee, falls on one or more defined assets - as is the case of the irrevocable trusts in guarantee or escrows - these will only be considered as admissible as a function of the factors mentioned above, and realization value should be used to establish their value. If a loan is collateralized with a pledge of revenues, as in the case of loans granted to regional government, there should be a check that those revenues are not being affected by diversion to specific destinations or by other prior or concurrent pledges, in accordance with Legal Circular Title II, Chapter I, Section 1.1.1 (j). For the purposes of evaluating credit risk, additional sources of payment may be considered as suitable collateral, if they unconditionally and sufficiently cover the loan upon the simple demand of the creditor. They will have the same treatment as sovereign guarantees, which have certified budget availability approved by the competent authority. Likewise, guarantees given by Fondo Nacional de Garantías S.A. and Fondo Agropecuario de Garantías meeting the requirements of this section are considered to be suitable. Standby letters of credit are considered to be admissible when they meet the following conditions: When they are in group irrevocable and payable against presentation. If the long-term debt of the issuing bank is investment-grade as rated by a Superintendency-authorized rating agency, or by an internationally-recognized rating agency, as the case may be. b) Valuation of collateral In order to establish the value of collateral at the time of granting a loan, and subsequent updating, the following instructions are to be followed: 1. For collateral formed by real property destined for housing, the value at the time of grant comes will correspond to that obtained a professional valuation, which will be not more than one year old, unless it is decided to make a new professional regular road rash. Valuation of the property, at the end of this period there should be an annual update of value, applying the following mechanisms: Real property in Bogota. The value should be adjusted by the annual indicator for the urban and oral property valuation index (IVIUR), adopted by the City of Bogota, for the tax period and the assigned residential stratum. For property in Armenia, Barranquilla, Bucaramanga, Cali, Cartagena, Cúcuta, Florencia, Ibagué, Manizales, Medellín, Montería, Neiva, Pasto, Pereira, Popayán, Quibdó, Riohacha, Santa Marta, Sincelejo, Tunja, Valledupar and Villavicencio. Apply the Property Valuation Index (IVP) published by the statistical bureau DANE in each case. Property in places other than those mentioned above should apply the property valuation indicator IVP, national total. 2. In the case of guarantees on non-residential real property, value at the time of grant will correspond to that obtained by a professional valuation not more than three years old. At the end of this period, and at least every three years, a new professional valuation should be taken to keep the value of the property up to date. (Continued) 21 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements 3. In the case of guarantees formed over machinery and equipment, the value will be defined by the following criteria: Machinery and equipment which is new, or less than one year old. The Parent will use the purchase value recorded in the invoice or in the books of the debtor at the time of granting the loan. The value will be valid for three years. After this period, and at least every three years, a fresh professional valuation should be taken to keep the value of the guarantees up to date. Machinery and equipment, more than one year old. The Parent will use the value obtained by a technical professional regulation at the time of granting the loan. This value will be valid for three years. At the end of this period and at least every three years, a fresh professional valuation should be made to keep the value up to date. 4. In the case of guarantees on vehicles, the value should be determined thus: Vehicles classified in the Fasecolda Value Guide. At the moment of grant of the loan and in subsequent monthly updates, the value of the vehicle will correspond to that published in the Guide. Vehicles not classified in the Fasecolda Value Guide. The Parent may use information from commercial valuation is published by the Ministry of Transport, or private apply the procedure described above for machinery and equipment. 5. In the case of collateral in the form of securities, the value will be determined in accordance with the terms of Chapter I of Circular 100/1995, or using the value supplied by a Superintendency-approved Price Supplier. 6. In the case of collateral formed by other assets, their value at the time of grant will correspond to value obtained by a professional valuation and its update, and this should be taken depending on the characteristics of the asset. For goods which delivered in guarantee, and which in accordance with the terms of the preceding sections require a new professional valuation to update their value, the Parent, with the authorization of the Superintendency, will be free not to conduct the valuation provided that one of the following suppositions is satisfied: The term of the loan is supported by the guarantee is not more than three years, and the value of the same is at least twice the total of the unpaid balance of the loans secured. The term to run to the completion repayments is one year or less. The cost of the valuation is more than 10% of the value of the balance of the loans guaranteed. The loan guaranteed has been subject to an allowance of 100%. If the Parent uses this option, it must in each case justify the reasons for its decision, taking account of the criteria for the evaluation of risk. The justification must be kept available to the Superintendency. (Continued) 22 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements At all events, supervised institutions should evaluate the admissibility of their collateral and immediately update its valuation when the obligations whose performance they support obtain a classification of “D”, except in cases where the updating of the value of the guarantee has been made within the year prior to the time that the obligation acquires this classification. For the purposes of this Chapter on collateral policy, it will be understood that a "professional valuation" is one which at least satisfies the criteria and content of Articles 1 and 2 of Decree 420/2000, as amended. c) Administration of collateral. In order to comply with the above collateral policy, there are policy and procedure manuals, and technological tools and physical resources for the appropriate management, custody and disclosure of the collateral which supports loans granted. Equivalent Loan Classifications and Calculations of Allowances and Losses from Credit Risk in Peru and Paraguay Following Superintendency regulations on the presentation of consolidated financial statements and allowances, the Parent established equivalent risk classifications and made allowances for loans in the Peruvian and Paraguayan subsidiaries in the terms of Annexes 1-5 of the Superintendency Accounting Circular Chapter II and relevant regulatory principles established by the authorities of the countries where the subsidiaries operate. Credit Risk Evaluation Criteria in Peru and Paraguay The Subsidiaries outside Colombia allocate classifications at the time of making loans, following local regulations and internal policies defined by the Parent and the Subsidiary. Classification of Credit Risk in Peru and Paraguay The Colombian-method calculation of allowances for Subsidiaries outside Colombia requires a credit risk assessment for each borrowing client in Peru and Paraguay; and this in turn requires that credit categories equivalent to the Colombian categories must be established. An analysis was therefore made of client segmentation in each mode of loan, together with the identification of the leading characteristics of loan risk categories for each Subsidiary. A comparison was then made with the Colombian classifications to establish equivalences. (Continued) 23 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Banco GNB Peru S.A. Commercial Loans: Corporate, and Large and Medium Enterprises Risk category AA RISK CATEGORY COLOMBIA Category Description name Normal Loans with less Normal than 29 days past due Risk category 0 1 BB Acceptable 60-89 days past due 2 B Appreciable 90-119 days past due 2 2 CC Appreciable 120-149 days past due 3 Significant (D) or unrecoverable (E) IN 3 150+ days past due 4 RISK CATEGORY PERU Category Description name Prompt payment, highly competitive. Normal 29 days past due Good financial situation and With profitability. Occasional minor delays problems in payment not more than 60 days. 60 days past due. Weak financial situation, little capacity Deficient to generate profits. 61-89 days past due. Weak financial situation, little capacity Deficient to generate profits. 90-119 days past due. Weak financial situation, little capacity Deficient to generate profits. 120 days past due Critical financial situation, very high Doubtful indebtedness, Insufficient cash flow 121-149 days past due Critical financial situation, very high Doubtful indebtedness, Insufficient cash flow 150-365 days past due Insolvent, Difficulties in meeting eventual restructuring arrangements. Loss Cash flow does not cover costs. Over 366 days past due Commercial loans: Small businesses and personal banking borrowers Risk category AA RISK CATEGORY COLOMBIA Category Description name Normal Loans Normal days past due Risk category 29 RISK CATEGORY PERU Category Description name 0 Normal 1 Potential problems BB Acceptable 60-89 days past due 2 Deficient B Appreciable CC Appreciable 90-119 days past due 120-149 days past due 3 3 3 4 Doubtful Doubtful Doubtful Loss IN Significant (D) or unrecoverable (E) 150+ days past due 4 Loss Performing well, 0-8 days past due 9-29 days past due Good financial situation and profitability. Occasional minor delays in payment not more than 60 days. 30-59 days past due. 61-89 days past due 90-119 days past due. 120 days past due 121-149 days past due 150 or more days past due (Continued) 24 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Consumer loans RISK CATEGORY COLOMBIA Risk category Category name AA Normal Description BB Acceptable CC Appreciable IN Significant (D) or unrecoverable (E) MRCO AA classification MRCO BB MRCO CC classification Risk category 0 1 classification 90+ days past due 2 3 3 4 RISK CATEGORY PERU Category Description name Performing well, 0-8 days Normal past due Potential 9-30 days past due problems Deficient 31-60 days past due Doubtful Doubtful Loss 61-90 days past due 91-120 days past due 121 or more days past due Home mortgage loans Risk category RISK CATEGORY COLOMBIA Category Description name A Normal Up to date – up to 2 months past due B Acceptable 2-5 months past due C Appreciable 5-12 months past due D Significant 12-18 months past due E Unrecoverable Over 18 months past due Risk category 0 1 2 3 3 3 4 4 RISK CATEGORY PERU Category Description name Up to date or up to 30 Normal days past due Potential 31-60 days past due problems Deficient 61-120 days past due Doubtful 121-150 days past due Doubtful 151-360 days past due Doubtful 361-540 days past due Loss 366-540 days past due Loss 0ver 541 days past due Paraguay Commercial Loans Risk category AA A RISK CATEGORY COLOMBIA Category Description name Normal Loans 29 days Normal past due Acceptable 30-59 days past due BB Acceptable 60-89 days past due B Appreciable 90-119 days past due CC Appreciable 120-149 days past due IN Significant (D) or unrecoverable (E) 150+ days past due 1A RISK CATEGORY PERU Category Description name Category 1 Up to date Category 1 1-29 days past due Category 1 30 days past due 1B 1B 2 2 3 3 3 4 5 6 Category 1 Category 1 Category 2 Category 2 Category 3 Category 3 Category 3 Category 4 Category 5 Category 6 Risk category 1 1A 31-60 days past due 60 days past due 61-89 days past due. 90 days past due 91-119 days past due. 120-149 days past due 150 days past due 151-180 days past due 181-270 days past due 271+ days past due (Continued) 25 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Consumer loans Risk category RISK CATEGORY COLOMBIA Category Description name RISK CATEGORY PERU Category Description name Category 1 Up to date Category 1 1-30 days past due Category 1 31-60 days past due AA Normal MRCO classification AA BB Acceptable MRCO classification BB Risk category 1 1A 1B CC Appreciable MRCO classification CC 2 Category 2 61-90 days past due. MRCO classification IN 3 4 5 6 Category 3 Category 4 Category 5 Category 6 91-150 days past due 151-180 days past due 181-270 days past due 271+ days past due Significant (D) or unrecoverable (E) IN Allowances The Parent calculates individual allowances for the loans of Subsidiaries outside Colombia, applying the Colombian scheme of commercial and consumer reference models. The allowances against home mortgage loans are calculated on unpaid balances as a function of ageing and risk category. The calculation of allowances for these Subsidiaries is based on the following criteria: Individual Allowances for Peru and Paraguay using the Colombian Reference Models The calculation of individual allowances for the Peruvian and Paraguayan subsidiaries was effected as required by the Colombian Superintendency, as the sum of the two individual components – pro-cyclical and counter-cyclical – for principal, interest and other items. The individual pro-cyclical component is the portion of the individual loan provision that reflects the debtor´s credit risk today. The individual counter-cyclical component is the portion that reflects possible changes in debt risk should there be greater deterioration in this type of loan. It is charged today in order to reduce the impact on earnings of a future situation of this kind. At June 30, 2014 the individual provisions of the Parent and subsidiaries outside Colombia were calculated using the accumulative phase as required by Superintendency instructions. General Allowance for Home Mortgage Loans in Subsidiaries outside Colombia The Peruvian Subsidiary calculates the minimum General Allowance of 1%; the Paraguayan Subsidiary has no home mortgage loans in its portfolio at June 30, 2014 Additional Allowance, Consumer Loans, Subsidiaries outside Colombia In the terms of Colombian Superintendency Circular 026 of June 22, 2012, additional individual allowances are made against consumer loans in the Subsidiaries in Peru and Paraguay, equal to 0.5% of the capital amount of the month´s consumer loans multiplied by the value of the LGD on the loan. (Continued) 26 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Commercial and Consumer Loan Models for the Subsidiaries in Peru and Paraguay The Parent has adopted the Colombian Superintendency`s Reference Model to calculate allowances against the loans of the Subsidiaries in Peru and Paraguay. Expected losses (provisions) are calculated as: EXPECTED LOSS = [probability of default] x [Exposure at the time of default] x [Loss given default] Commercial Loans For the Subsidiaries in Peru and Paraguay, the segmentation and discrimination of borrowers is the basis for estimating expected losses in the reference models. Segmentation is effected by asset levels as follows: Classification by asset levels Size Assets ( Minimum salaries) Major Medium Small Over 15,000 (*) 5,000 – 15,000 Under 5,000 Approx. US$000 equivalent Over 3,750 1,250 – 3,750 Under 1,250 The model contains a category for “Individual personal” loans, which include all loans given to individuals as commercial borrowings. (*) “Minimum salaries” refers to the Colombian minimum. Consumer Loans The differentiation of consumer loan segments in the Subsidiaries in Peru and Paraguay depends on the product. Segmentation of consumer loans is effected with the following criteria from the MRCO Model: General – Automobile. Loans made by finance companies other than consumer finance companies to purchase vehicles. General- Other. Loans made by finance companies other than consumer finance companies to purchase items other than vehicles. Credit card purchases are not included Credit card. Revolving credit for the purchase of consumer goods through plastic cards. The reference models for commercial and consumer loans define the components of expected loss with the following parameters: a. Probability of default This is the probability that debtors will go into default within the next 12 months. (Continued) 27 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements The probability of default for Peru and Paraguay incorporates an individual country risk in each case, to reflect the economic context and its interaction with local credit operations The “country risk” indicator provides a measurement of credit risk applicable to the Probability of Default Matrices of Annexes 3 and 5 of Chapter II of the Colombian Superintendency´s Accounting and Financial Circular. The charts below show the probability of default for Peru and Paraguay, in each class of loan: Banco GNB Peru S.A. Commercial Loans Major companies Medium companies Small companies Individuals Classification Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B AA 1.53% 2.19% 1.51% 4.19% 4.18% 7.52% 5.27% 8.22% A 2.24% 3.54% 2.40% 6.32% 5.30% 8.64% 6.39% 9.41% BB 9.55% 14.13% 11.65% 18.49% 18.56% 20.26% 18.72% 22.36% B 12.24% 15.22% 14.64% 21.45% 22.73% 24.15% 22.00% 25.81% CC 19.77% 23.35% 23.09% 26.70% 32.50% 33.57% 32.21% 37.01% Default 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Consumer loans Credit Cards Other Automobile Classification Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B AA 1.58% 3.36% 0.97% 2.75% 2.10% 3.88% A 5.35% 7.13% 3.12% 4.91% 3.88% 5.67% BB 9.53% 18.57% 7.48% 16.53% 12.68% 21.72% B 14.17% 23.21% 15.76% 24.80% 14.16% 23.20% CC 17.06% 30.89% 31.01% 44.84% 22.57% 36.40% Default 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Banco GNB Paraguay S.A. Commercial Major Companies Medium Companies Small Companies Individual Persons Classification Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B AA 1.73% 2.47% 1.70% 4.73% 4.72% 8.48% 5.94% 9.27% A 2.53% 3.99% 2.71% 7.13% 5.98% 9.75% 7.21% 10.61% 25.22% BB 10.77% 15.94% 13.14% 20.86% 20.94% 22.85% 21.12% B 13.81% 17.17% 16.51% 24.20% 25.64% 27.24% 24.82% 29.11% 41.75% 100.00% CC 22.30% 26.34% 26.05% 30.12% 36.66% 37.87% 36.33% Default 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% (Continued) 28 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Consumer Credit Cards Other Automobile Classification Matrix A Matrix B Matrix A Matrix B Matrix A Matrix B AA 1.78% 3.79% 1.09% 3.10% 2.37% 4.38% A 6.03% 8.04% 3.52% 5.54% 4.38% 6.40% BB 10.75% 20.95% 8.44% 18.65% 14.30% 24.50% B 15.98% 26.18% 17.78% 27.97% 15.97% 26.17% CC 19.24% 34.84% 34.98% 50.58% 25.46% 41.06% Default 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% b. Loss given default (LGD) This is defined as the economic loss to the Parent and Subsidiaries if any event of default takes place. The loss given default for borrowers in the “default” category will undergo a slow increase as a function of the days elapsed since classification into that category. The LGD by type of guarantee appears in Annexes 3 and 5 of the Colombian Superintendency Circular Accounting and Finance Circular Chapter II, applied to the Subsidiaries in Peru and Paraguay. The following is the LGD by type of collateral for each mode of loan is the following for Peru and Paraguay: Commercial loans Type of security Unsecured Subordinated loans Admissible financial collateral Commercial and residential property Property leasing assets Non-property leasing assets Other collateral Collection rights No collateral Loss on default 55% 75% 0 – 12% 40% 35% 45% 50% 45% 55% Days default 270 270 540 540 360 360 360 210 New loss on default 70% 90% 70% 70% 80% 80% 80% 80% Days default 540 540 1080 1080 720 720 720 420 New loss on default 100% 100% 100% 100% 100% 100% 100% 100% New loss on default 70% 70% 70% 70% 70% 80% 85% Days default 420 720 720 540 540 720 90 New Loss on default 100% 100% 100% 100% 100% 100% 100% Consumer loans Type of security Unsecured Admissible financial collateral Commercial and residential property Asserts on property leasing Leasing assets other than property Other collateral Collection rights No collateral Loss on default 60% 0-12% 40% 35% 45% 50% 45% 75% Days default 210 360 360 270 270 360 30 Home mortgage loans Allowances for Peru apply Annex 1 Chapter II of the Superintendency Circular which requires then following allowances in addition to the General Allowance of 1% of capital outstanding: (Continued) 29 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Classification Risk Category % allowance on secured A B C D E Normal Acceptable Appreciable Significant Unrecoverable 1.0% 3.2% 10.0% 20.0% 30.0% % allowance on unsecured capital 1% 100% 100% 100% 100% Interest and other items 1% 100% 100% 100% 100% Banco GNB Paraguay S.A. has no home mortgage loans in its portfolio at June 30, 2014 Recording of income from financial yields Income from financial yields and other items is recorded on an accrual basis Suspension of interest accrual The Parent ceases to accrue interest, monetary correction, exchange adjustment or income for other items when a loan meets the following conditions. Mode Commercial Consumer Home mortgage Past due more than 3 months 2 months 2 months Therefore, they do not affect the earnings statement until effectively collected. Until that occurs, the records are kept in Contingent Accounts. In cases where as a result of restructuring agreements or any other mode of agreement, there is provision for the capitalization of interest recorded in Memorandum Accounts, or as balances of loans written off including capital, interest and other items, they are recorded as deferred income, and amortization is credited to earnings in proportion to amounts effectively collected. Where there is suspension of accrual yields, monetary correction, exchange adjustment and income for other items, a provision is made for all accruals not yet collected, and corresponding to these items. f. Acceptances, spot operations and derivatives Bankers’ Acceptances These are commercial transactions using a bill of exchange as an acceptance in which the Parent and Subsidiaries outside Colombia undertake to pay a third party (the beneficiary), within a given term, one of its customers (the requester) bills corresponding to the purchase or sale of goods for a defined value. Bankers´ acceptances have a maximum term of one year and are only issued as part of import and export transactions, or for the purchase and sale of movable goods within Colombia. At the time of accepting a bill, the amount is entered as an asset and a liability as "Current Bank Acceptances". If not presented for payment at maturity, it is reclassified as "Non-Current". If unpaid at (Continued) 30 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements maturity by the purchaser of the goods, it is reclassified to a loan account "Bank Acceptances Covered". After maturity, acceptances are subject to cash reserve requirements for demand liabilities for payment within 30 days. Spot Operations and Derivatives Spot operations entail clearing and settlement within three working days of being closed. The Parent and Subsidiaries record derivatives, which are contracts whose essence is that the fair price of exchange depends on one or more underlying assets, and performance or settlement occurs subsequently. There may be several purposes for such operations. The offer of products required by customers, to hedge financial risk, amongst other things The structuring of Bank portfolios to make use of arbitrage between curves, assets and markets to obtain high profitability with low levels of equity commitment. Types of financial derivative The Parent and Subsidiaries work with the following derivatives: Forwards (peso-dollar, peso-other currencies) A forward is a tailor-made derivative in which the two parties agree to purchase/sell a specific quantity of an underlying asset at some future date. The basic conditions are established – mainly, price, date and mode of delivery of the underlying. At due date, the operation is liquidated by the delivery of the underlying asset or through settlement of differences, depending on the underlying asset and the mode of delivery agreed. This latter condition may be changed during the term of the agreement through mutual agreement of the parties. Derivatives traded in the OTC market can be cleared and settled in the Central Counterpart Risk Chamber, (CRCC) which becomes the counterpart in these operations Futures in CRCC A future is a standard contract in relation to maturity date, size or face amount, the characteristics of the underlying assets, the place and form of delivery (cash or kind). Futures are traded in the Central Risk Counterpart Chamber CRCC and involve an agreement between two parties who undertake to purchase and sell an underlying asset at a future date (maturity date) at a price set at the time the contract is made. IBR Swaps A swap is a contract between two parties establishing an obligation to exchange a series of flows for a defined time on set dates. In an interest rate swap the flows exchanged are calculated on a face value in a single currency at different rates of interest. Generally, in this type of contract one party receipt flows of fixed-rate (Continued) 31 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements interest and the other receives floating rate flows, although the mechanism can also involve two different floating rates. Recording and valuation of derivatives Derivatives are classified according to their marketability: Hedging risks of other positions Speculation, seeking profit Arbitrage The recording of derivatives depends on the purpose of the business. At June 30, 2014 and 2013 the Parent´s derivatives operations were recorded as “speculative”. Regardless of purpose, derivatives with a positive fair price of exchange (that is, favorable to the Parent and Subsidiaries) are recorded as assets, are recorded as assets, separating the right from the obligation except for options, where both are booked in a single account. Derivatives with a negative fair price of exchange (that is, unfavorable to the Parent and Subsidiaries) are recorded as a liability, with the same separation of items. Favorable and unfavorable balances of different operations are not netted, even if they are of the same type. “Speculative” Derivatives are recorded in the balance sheet from the date the business is closed, at the fair price of exchange. If on the initial date the value of the contracts is zero – that is, there are no physical payments or deliveries made between the parties – there is no effect on profit and loss. For subsequent valuations, the variations in the fair price of exchange are recorded in profit and loss. On settlement date derivatives balances are cancelled out for the amounts appearing in the balance sheet, and any difference is charged or credited to earnings. If the accumulated balance of the derivative is positive, it is recorded as income; and if negative, it is recorded as an expense. This procedure is followed independently and individually for each instrument and for each settlement. g. Foreclosed Assets, Leasing Assets Restored; Assets not used in the business Foreclosed Assets This account records assets received by the Parent and Subsidiaries in lieu of payment of unpaid loan balances in its favor. Assets received in payment in the form of real property are received for a professionally determined market value and movable assets, shares and other capital interests, at market. The following circumstances are taken into account when recording foreclosed assets. - The initial entry is made for the value awarded by a court or agreed with the debtor. - If the asset received in payment is not in a condition to be sold, its value is increased by the value of the expenses required to make it so. - If there is a difference between the value of the asset and the balance of the debt in the debtor´s favor, the difference is recorded as an account payable; but if its value is insufficient to repay the balance of the loan, an allowance is made for the difference in the group of accounts where the obligation is recorded. (Continued) 32 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Restored Leasing Assets This account records the value of financial leasing assets restored to the Parent and Subsidiaries outside Colombia due to breach of contract by the lessee or failure to exercise the purchase option. These assets are not subject to depreciation. These assets are to be sold within two years unless the Directors of the Parent or Subsidiaries have extended that term. Assets not used in the business These are assets owned by the Parent and Subsidiaries outside Colombia which they have ceased to use in the course of business. They continue to be depreciated until sold and form part of the assets of the Parent and Subsidiaries outside Colombia for the purposes of Chapter VII section 1.2 of the Superintendency Legal Circular. The two-year time limit for selling assets also applies to these items. h. Allowance Against Foreclosed and Restored Assets Foreclosed assets Real Property An allowance of 30% of acquisition cost (that is, value received) is made in monthly instalments during the year following acquisition. This increased by a further 30% during the second year, to make a total allowance of 60%. When the regulatory limit of two years is reached and the property is not sold and no extension of time has been granted, allowance is made to cover 80% of acquisition cost. If there is an extension, the remaining 20% is provided of the term of the extension. If acquisition cost is lower than the amount of the debt on the balance sheet, the difference is charged immediately to profit and loss. If the market value of the property is lower than book value, allowance is made for the difference. Movable assets An allowance is made for 35% of acquisition cost of the asset during the first year after receiving the asset, in monthly instalments, to be increased by 35% more until reaching 70% in the second year. Once the regulatory deadline for sale has passed, the allowance will be increased to 100%; if an extension is granted, the remaining 30% will be provided during the extension period. If the acquisition cost of the asset is lower than the amount of the debt shown in the balance sheet, the difference must immediately be charged to earnings. If the market value is lower than book value, an allowance is made for the difference. Without prejudice to the rules for allowances mentioned above, foreclosed assets in the form of securities should be valued as directed in Chapter I of the Superintendency Accounting and Financial (Continued) 33 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Circular, taking account of their classification as trading investments available for sale or held to maturity Restored Leasing Assets This account records the value of assets restored from financial leasing operations as a result of breach of contract by the lessee, or failure to exercise the purchase option. These assets are not depreciated. The calculation of individual allowances follows Chapter III of the Superintendency Accounting Circular. Time limits for the holding of these assets are the same as for foreclosed assets, falling under Section 6 of Article 110 of the Financial System Statute Rules on Time Allowed for Sale Foreclosed assets must be sold within two years of acquisition, but they may be reclassified as fixed assets if they are required for the normal course of business, within the maximum parameter for investments in fixed assets, and provided that they are not subject to the regime that requires prior authorization (otherwise, advance authorization must be obtained). If the transfer of title is formalized by registration, the acquisition date is that of registration and therefore the books should show the payment in lieu as of that date. Other assets may be recorded as of the date of material delivery. For financial leasing assets restored, the time limit for sale is counted from material delivery date The Superintendency may be requested to grant for an extension of time for disposal. The request must be presented prior to the expiry of the initial two years. The request to the Superintendency must show that due diligence has been exercised in attempting to effect a disposal but that disposal has not been possible. The Superintendency may grant an extension for up to two years from the expiry of the initial term, during which efforts to dispose of these non-productive assets must be continued. i. Property and Equipment This account records tangible assets acquired, constructed or in the process of importation or construction and permanently used in the course of the Parent's business whose useful life exceeds one year. Values include direct and indirect costs and expenses incurred up to the time that the asset is in a usable condition. Additions, improvements and non-routine repairs which significantly prolong the useful life of the assets are capitalized. Payments for routine maintenance and repairs are charged to expense in the period in which they are incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. The annual rates used are: Buildings Equipment, furniture and fittings Computer equipment 5% 10% 20% (Continued) 34 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Vehicles j. 20% Branches and Agencies This account records the operations between the Head Office, the Branch and the Agencies and between offices in Colombia and the Agencies and vice versa; and pending items are automatically reconciled daily. k. Prepaid Expenses and Deferred Charges Prepaid expenses are payments made in the normal course of business, the benefits of which are recovered over more than one period and are recoverable assuming continuous delivery of services. - Insurance, over the life of the policy; Rent, over the period services are provided Equipment maintenance, three years; Loan premium pending amortization, over the life of the SNB; Prepaid expenses under loan agreements, up to 1 year; Other prepaid expenses, over the period services are received or costs or expenses accrue. Deferred charges are costs and expenses which benefit future periods and cannot be recovered. Amortization is calculated from the date which they contribute to the generation of income. Amortizations are made as follows: - Wealth tax, over 4 years Deferred tax (debit), while the timing differences exist Remodeling charges are amortized over a maximum of two years. Software is amortized over a maximum of three years; Improvements to rented property are amortized over the shorter of the remaining life of the lease not including extensions, and the probable useful life of the improvements; Contributions and affiliations, over the period prepaid Commissions and fees paid for bond placements, over ten and five years respectively, term of the bonds’ redemption. The HSBC Regional Integration Project, over 3 years Advertising, over the period estimated for the benefit expected Other items, over the estimated recovery period or the period for obtaining the expected benefits. Goodwill acquired Subsidiaries in Colombia The Parent has intangible assets in goodwill for the purchase of Suma Valores S.A. (now Servivalores GNB Sudameris S.A. Comisionista de Bolsa) and Nacional de Valores S,A, Comisionista de Bolsa (now merged with Servivalores GNB Sudameris S.A. Comisionista de Bolsa) under Article 260 and 261 of the Commercial Code (amended by Articles 26 and 27 of Law 222/1995). Goodwill is amortized monthly on a straight line basis over 10 years for Servivalores GNB Sudameris S.A. and over 6 years for Nacional de Valores S.A. (Continued) 35 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Subsidiaries outside Colombia The Parent has recorded goodwill of US$67,158,973 (sixty-seven millions one hundred fifty eight thousands nine hundred and seventy three dollars), from the purchase of HSBC Bank Peru S.A. (now Banco GNB Peru S.A.) as a result of the acquisition price of US$210,454,035 (two hundred and ten millions four hundred fifty-four thousand and thirty-five dollars), compared to the equity book value of HSBC Bank Peru S.A. on October 4, 2013 which was US$143,295,061 (one hundred fortythree millions two hundred ninety-five thousand and sixty-one dollars). Likewise the Parent recorded goodwill for US$1,434,262 (a million, four hundred thirty-four thousand and two dollars) from the acquisition of HSBC Bank Paraguay S.A. (now Banco GNB Paraguay S.A.) produced by the acquisition price of US$68,089,880 (sixty-eight millions, eighty-nine thousand eight hundred eighty dollars) compared to the book equity value of the bank at November 30, 2013 of US$66,655,618 (sixty-six millions six hundred fifty-five thousands six hundred eighteen dollars). The Parent also recorded goodwill of $ 16,729 (sixteen thousand seven hundred twenty nine pesos) from the purchase of HSBC Colombia S.A (Now Banco GNB Colombia S.A.) from the acquisition price of $203,476 (two hundred and three thousands, four hundred seventy-six pesos) compared to the book equity value of 99.945835% of the Bank and of 4.6807% of the trust company Fiduciaria HSBC S.A. at February 21, 2014 totaling $186,746 (one hundred eighty-six thousand seven hundred forty-six pesos). l. Reappraisals This account records the revaluation of investments available for sale in capital securities and property and equipment, particularly real property. The valuation gains on investments available for sale in capital securities are based on the variations in the equity of the issuer. In Colombia, real property is revalued on the basis of independent professional valuations, differences being established in relation to adjusted net cost. Works of art are recorded on the basis of independent professional market valuations. If there is a loss on valuation, the Parent exercises prudence in making individual allowances for each property. m. Long-term debt This is the face value of the subordinated bonds placed by the Parent on the international capital market. Holders become creditors of the Parent. n. Income received in advance (Continued) 36 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements This account records deferred income and income received in advance in the course of business, which is amortized over the period in which they are accrued or services are rendered. o. Pensions The Parent applied the provisions of Decree 4565 of December 7, 2010 which repealed Article 2 of Decree 2984/2009, and stated that the percentage of amortization reached up to December 2009 and what remained to be provided for should be amortized from the financial statements at December 31, 2010 through to 2029 on a straight line basis, but amortization could in any case be completed before that date. At December 31, 2013 the Parent had made provisions for 87.32% of the total, leaving 12.68% to be amortized in future periods. Pension payments are charged to the provision. p. Accruals and Provisions The Parent and Subsidiaries record provisions to cover estimated liabilities, where: - A right has been acquired, and therefore an obligation has also been acquired - Payment may be demanded or is probable and, - The provision is justifiable, quantifiable and verifiable. This account also records estimates for taxes, contributions and affiliations. q. Foreign Currency Conversion Operations in currencies other than dollars are converted into dollars and then expressed in Colombian pesos using the method established for the financial system in the Uniform Plan of Accounts (PUC) at the rate for the closing date. At June 30, 2014 the rate was $1,881.19 (pesos) and at June 30, 2013 the rate was $1,929 (pesos) per US dollar. These rates are certified by the Superintendency, and exchange differences are credited or charged to earnings. The exchange “own position” is the difference between all sight and term foreign currency assets and liabilities, including currency purchase derivatives outside the exchange market, and contingent accounts r. Recording of Financial Yields Financial and other yields are recognized when accrued. Suspension of interest accrual The Parent ceases to accrue interest, monetary correction, exchange adjustment or income for other items when a loan meets the following conditions. (Continued) 37 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Mode Commercial Consumer Home mortgage Past due more than 3 months 2 months 2 months Therefore, these items do not affect the earnings statement until effectively collected. Meanwhile, the records are kept in Contingent Accounts. In cases where as a result of restructuring agreements or any other mode of agreement, there is provision for the capitalization of interest recorded in Memorandum Accounts, or as balances of loans written off including capital, interest and other items, they are recorded as deferred income, and amortization is credited to earnings in proportion to amounts effectively collected. s. Contingent Accounts These accounts record operations in which the Parent and Subsidiaries acquire rights or assumes obligations conditioned by possible future events of varying degrees of probability. Likewise, financial yields are recorded in this account when loans are placed on non-performing status. t. Memorandum Accounts These accounts record third-party operations whose nature does not affect the financial situation of the Parent and Subsidiaries. They also include tax memorandum accounts which record the figures used in preparing tax returns and memorandum accounts used for internal control or management information. (3) Principal Differences between Special Regulations and Accounting Practices Generally Accepted in Colombia The special regulations of the Superintendency in some cases depart from accounting practices generally accepted Colombia. Examples are: Equity investments available for sale A loss on valuation(where the market value is lower than book value) for low/minimum turnover or unquoted equity investments available for sale is recorded in the assets and in the equity section as a reduction in their value; the generally-accepted practices require that an allowance be recorded and charged to expenses. If the investments are high/medium-turnover the updating of the value directly affects book value in the assets and the accumulated unrealized gain or loss in the equity section. Property and Equipment Generally-accepted practice requires that the net value of property plant and equipment whose inflationadjusted value exceeds 20 minimum monthly salaries (SMLM) at the close should be adjusted to present or market value, recording revaluations or reserves as necessary. The special regulations contain no such requirement. (Continued) 38 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Share Premium Special regulations require that share premium be credited to Legal Reserve. Generally accepted practices assign it to a separate account in the equity section. Financial Statements Decree 2649/1993 made the Statement of Changes in the Financial Situation part of the Basic Financial Statements; however, the Financial Superintendency does not require it. (4) Cash and due from banks The following is the detail of cash in local currency and foreign currency expressed in local currency at June 30, 2014 and 2013: Jun.2014 Local currency: Cash Banco de la República Banks and other financial institutions Remittances in transit Clearing Allowance against cash Foreign currency expressed in local currency: Cash Banco de la República Banks and other financial institutions Clearing Remittances in transit Allowance against cash Jun.2013 $ 249,802 $ 1,346,189 $ 9,467 $ 8,125 $ 30 $ (6) $ 1,613,607 $ 181,585 $ 646,697 $ 1,210 $ 20 $ 13 $ (2) $ 829,723 $ 25,352 $ 633,871 $ 159,648 $ 1,626 $ 339 $ (5) $ 3,654 $ 30 $ 514,639 $ 0 $ 43 $ 0 $ 820,831 $ 518,366 $ 2,434,438 $1.348.089 Local currency cash and deposits at Banco de la República and Central Banks in local currency are part of the mandatory cash reserve held against customer deposits in each country. At June 30, 2014 and 2013 there are outstanding pending reconciliation over 30 days for $6 and $2 respectively, fully (100%) provisioned in the Trust Business and CASH Unit Fund managed by Subsidiary Servitrust GNB Sudameris, in the name of the Trust Company. At June 30, 2014 and 2013, the allowance of $5 and $0 in foreign currency is an outstanding reconciliation item with Banco GNB Paraguay S.A. There are no restrictions on these balances other than the mandatory cash reserve. (5) Money market and similar asset positions The balance of money market and similar asset position at June 30, 2014 and 2013 is $2,059,316 and $1,304,619. (Continued) 39 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements At June 30, 2014 the balance was held as to $2,022,733 by Banco GNB Sudameris S.A., the Parent, as to $11,040 by Servivalores GNB Sudameris S.A., and $25,543 by Banco GNB Paraguay S.A. At June 30, 2013 the balance was held as to $1,295,508 by Banco GNB Sudameris S.A., the Parent, and $9,111 by Servivalores GNB Sudameris S.A. (6) Investments At June 30, 2014 and 2013, the investments are the following: Jun. 2014 Trading, debt securities TES Multilateral bonds Bonds: Banco de la República Term deposits – TDs Bonds of issuers not supervised by the Superintendency Trading, equity investments Unit funds Bolsa de Valores de Colombia Held to maturity TES (1) TRD TDs Multilateral bonds Agricultural bonds – TDA Classes “A” and “B” FINAGRO Jun. 2013 $ $ $ $ $ $ 391,432 8,147 12,239 507 1,116 413,441 $ 2,322,378 $ 14,512 $ 0 $ 0 $ 0 $ 2,336,890 $ $ $ 31,447 0 31,447 $ $ $ 46,865 751 47,616 $ 1,400,605 $ 18,887 $ 58,957 $ 14,992 $ 442,530 $ 1,935,971 $ $ $ $ $ $ 273,809 27,198 58,950 14,824 346,255 721,036 $ 1,220,661 $ 601,826 $ $ $ $ $ $ $ $ $ $ $ $ 2,294 341 141 367 37 80 474 669 215,606 8 1,139 8 $ $ $ $ $ $ $ $ $ $ $ $ 2,793 326 141 367 37 80 474 239 0 0 0 0 $ $ $ 826 133 222,123 $ $ $ 0 0 0 $ 940,041 $ 215,221 $ 1,155,312 $ $ $ 24,279 622,249 646,528 $ $ 4,248 Available for sale, debt securities TES Available for sale – equity investments Bolsa Valores de Colombia Unidades Fondo de Garantías – FOGACOL Deceval S.A. Cámara de Riesgo Central de Contraparte ACH Colombia S. A. Cámara de Compensación de Divisas Servitotal GNB Sudameris S.A. Cifin S.A. Banco GNB Colombia Servitrus GNB Fiduciaria GNB Servibanca Companies outside Colombia Bancard S.A. Camara de Compensación Electrónica S.A. CCE Transfer rights Trading investments – debt securities Available for sale, debt securities Investments in guarantee of derivatives, debt securities TES 9,112 (Continued) 40 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Investments available for sale in guarantee of derivatives 0 $ 4,988,067 0 $ 4,362,617 There are no restrictions on these investments (7) Loan portfolio At June 30, 2014 and 2013, the Parent evaluated all loans, interest and other related items as required by Superintendency Circular 100/1995 and made the minimum regulatory allowances. The result of the classifications was as follows: June 30, 2014 ($) Commercial Secured A – Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Subtotal Capital 1,103,705 20,970 8,196 3,081 2,809 1,138,761 Commercial Unsecured A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Subtotal 2,089,427 25,757 12,207 1,076 5,185 2,133,653 Consumer Secured A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Subtotal 12,414 693 839 1,074 2,809 17,829 Allowance Interest & other 391 14 45 102 53 605 12,805 707 885 1,176 2,862 18,434 0 0 0 0 0 0 26,618 1,086 1,517 597 5,185 35,003 405 339 96 154 48 1,042 27,023 1,426 1,612 751 5,233 36,044 8 1 0 2 1 11 241 4 2 27 7 281 Other Items 8 1 0 0 0 9 1,124,327 21,297 8,266 3,183 2,862 1,159,934 1,532,433 33,062 8,575 7,501 1,029 1,582,600 19,860 10,911 490 1 132 7 119 35 10 38 20,610 10,993 2,120,198 26,248 12,346 1,230 5,233 2,165,255 Interest 20,614 326 70 102 53 21,164 Total Secured Capital Total 11,099 34 11 48 7 11,198 384 1 0 1 0 385 5 1 0 1 1 7 11,487 36 11 50 7 11,591 27,768 188 92 195 28 28,270 234 3 2 25 7 270 2,666,985 13,840 19,739 59,477 4,654 2,764,694 16,491 294 262 1,823 147 19,017 1,282 29 34 635 86 2,065 2,684,758 14,162 20,035 61,934 4,886 2,785,775 0 0 0 0 0 0 70,718 983 3,020 38,474 4,654 117,849 Home mortgage A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Sub total 2,303 35 3 0 10 2,351 6 0 0 0 0 6 2 0 0 0 1 3 2,312 35 4 0 10 2,360 10,754 288 132 0 227 11,400 23 1 0 0 3 27 Subtotal Colombia 6,050,655 61,183 13,077 6,124,915 1,622,270 170,979 Subtotal Peru 1,936,789 17,344 1,178 1,955,311 0 92,786 1,342 94,128 953,824 13,940 0 967,764 0 35,725 834 36,559 92,466 14,256 9,047,991 1,622,270 299,490 Consumer Unsecured A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Subtotal Sub Total Paraguay GRAN TOTAL 8,941,268 445 71,163 53 1,036 236 3,257 2,450 40,923 233 4,886 3,416 121,266 0 0 0 0 1 2 23 1 1 0 4 29 5,076 176,054 7,251 306,741 (Continued) 41 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Balances for risk and qualification June 2014 ($) RISK Law Law Law Law Law Subtotal Law 550/1990 Law 617/2000 Subtotal Law 617 Rest Rest Rest Rest Rest Total Restructurings TOTAL Class A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable A - Normal A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable CAPITAL INTEREST 20,175 140 2,588 307 16,589 31 535 15 5,027 2 44,915 9,943 9,943 30,167 20,126 11,402 1,700 2,862 66,257 121,115 495 124 124 95 253 79 37 54 518 1,138 OTHER 1 0 0 0 0 1 0 0 7 2 7 8 0 24 25 TOTAL DEBT SECURED 20,316 881 2,895 56 16,621 5,227 550 470 5,030 0 45,411 10,067 10,067 30,269 20,381 11,488 1,745 2,917 66,800 122,278 6,634 9,943 9,943 73 5,119 2 5 721 5,918 22,495 ALLOW CAPITAL 241 203 2,013 374 5,027 ALLOWV INTERES 140 307 31 15 2 7,859 156 156 793 961 1,782 1,032 2,862 7,430 15,445 495 0 0 3 44 34 36 54 171 667 ALLOW TOTAL OTHER ALLOW 0 381 0 511 0 2,044 0 389 0 5,030 0 0 0 0 1 4 8 0 14 14 8,355 157 157 797 1,006 1,819 1,077 2,917 7,616 16,127 INDEBTEDNS June 2014 Total Restructurings and laws CLASSIFICATION COMMERCIAL RISK LAW CITY DESCRIPTION BARRANQUILLA C- FOOD, BEVERAGES, TOBACCO, CONCENTRATES F- MFR OIL PRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS. RUBBER V- OTHER ACTIVITIES Total BARRANQUILLA BOGOTA A- FARMING, HUNTING, FISHING D- TEXTILES, LEATHER, SHOES I- MFR MACHINERY, MOTORS, VEHICLE ACCESORIES ETC. K- CIVIL CONSTRUCTION WORK M- COMMERCE P- TELECOMMUNICATIONS SERVICES U- ASSOCIATIONS, LEISURE, CULTURE & SPORTS. Total BOGOTA CALI C- FOOD, BEVERAGES, TOBACCO, CONCENTRATES F- MFR OIL PRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS. RUBBER G- MFR PHARMACEUTICALS, CHEMICALS FOR MEDICINE. M- COMMERCE Total CALI F- MFR OIL PRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS. CARTAGENA RUBBER K- CIVIL CONSTRUCTION WORK Total CARTAGENA MANIZALES R- PUBLIC ADMINISTRATION Total MANIZALES MEDELLIN C- FOOD, BEVERAGES, TOBACCO, CONCENTRATES H- MFR MINERAL AND METAL PRODUCTS I- MFR MACHINERY, MOTORS, VEHICLE ACCESORIES ETC. Total MEDELLIN TOTAL LAW LAW 617 CALI Total CALI R- PUBLIC ADMINISTRATION TOTAL LAW 617 RESTRUCTURED BARRANQUILLA F- MFR OIL PRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS. RUBBER J- ELECTRICITY, GAS & WATER PRODUCTION/DISTRIBUTION M- COMMERCE No of Ops 1 CAPITAL ($) 1 1 925 1 3 4 2 1 3 1 1 1 13 1 0 926 1,091 6,915 56 2,937 9 2,963 881 14,852 189 1 0 1 1 4 1,003 56 1,248 1 858 2 3 1 1 3 1 1 5 500 1,358 19,250 19,250 1,000 6,027 154 7,181 29 44,815 14 14 9,943 9,943 14 9,943 1 2,917 1 1 475 218 (Continued) 42 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Total BARRANQUILLA BOGOTA A- FARMING, HUNTING, FISHING D- TEXTILES, LEATHER, SHOES F- MFR OIL PRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS. RUBBER M- COMMERCE S- HEALTH AND SOCIAL SECURITY T- EDUCATION Total BOGOTA BUCARAMANGA I- MFR MACHINERY, MOTORS, VEHICLE ACCESORIES ETC. Total BUCARAMANGA CALI J- ELECTRICITY, GAS & WATER PRODUCTION/DISTRIBUTION L- NEW AND USED CAR DEALING, SPARES AMD MAINTENANCE Total CALI MEDELLIN O- FREIGHT AND PASSENGER TRANSPORT AND SIMILAR Total MEDELLIN TUNJA L- NEW AND USED CAR DEALING, SPARES AMD MAINTENANCE Total TUNJA TOTAL RESTRUCTURED TOTAL COMMERCIAL CONSUMER Law BARRANQUILLA W- EMPLOYEES AND RENTIERS Total BARRANQUILLA BOGOTA W- EMPLOYEES AND RENTIERS Total BOGOTA TOTAL LAW RESTRUCTURE D ARMENIA W- EMPLOYEES AND RENTIERS Total ARMENIA BARRANQUILLA W- EMPLOYEES AND RENTIERS Total BARRANQUILLA BOGOTA H- MFR MEINRAL AND METAL PRODUCTS M- COMMERCE O- FREIGHT AND PASSENGER TRANSPORT & SIMILAR R- PUBLIC ADMINISTRATION V- OTHER ACTIVITIES W- EMPLOYEES AND RENTIERS Total BOGOTA BUCARAMANGA W- EMPLOYEES AND RENTIERS Total BUCARAMANGA CALI A- FARMING, HUNTING, FISHING W- EMPLOYEES AND RENTIERS Total CALI CARTAGENA S- HEALTH AND SOCIAL SECURITY W- EMPLOYEES AND RENTIERS Total CARTAGENA CUCUTA W- EMPLOYEES AND RENTIERS Total CUCUTA IBAGUE W- EMPLOYEES AND RENTIERS Total IBAGUE MANIZALES A- FARMING, HUNTING, FISHING W- EMPLOYEES AND RENTIERS Total MANIZALES MEDELLIN D- TEXTILES, LEATHER, SHOES V- OTHER ACTIVITIES W- EMPLOYEES AND RENTIERS Total MEDELLIN MONTERIA W- EMPLOYEES AND RENTIERS Total MONTERIA NEIVA W- EMPLOYEES AND RENTIERS 3 1 1 3,610 38 1,918 1 875 3 1 1 8 1 1 1 1 2 1 1 2 2 1,353 3,750 880 8,813 3,182 3,182 2,809 4,467 7,276 26 26 1,673 1,673 17 24,580 60 79,338 1 1 2 2 32 32 67 67 3 99 23 464 23 246 246 1 1 3 1 4 1,329 1,339 136 136 1 271 272 1 177 178 15 15 32 32 1 70 71 1 1 283 285 62 62 2 464 3,602 3,602 15 15 15 3 18 21,534 21,601 1,780 1,780 27 3,444 3,471 5 2,503 2,507 361 361 656 656 4 747 751 9 7 3,403 3,419 941 941 51 (Continued) 43 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Total NEIVA PASTO Total PASTO PEREIRA Total PEREIRA POPAYAN 2 7 7 71 71 40 51 105 105 830 830 465 Total POPAYAN 40 465 TUNJA W- EMPLOYEES AND RENTIERS Total TUNJA VILLAVICENCIO W- EMPLOYEES AND RENTIERS Total VILLAVICENCIO 24 24 13 13 401 401 271 271 2,816 41,678 TOTAL CONSUMER 2,819 41,777 GRAND TOTAL 2,879 121,115 W- EMPLOYEES AND RENTIERS W- EMPLOYEES AND RENTIERS W- EMPLOYEES AND RENTIERS TOTAL RESTRUCTURED June 30, 2013 ($) Commercial Secured A – Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Commercial Unsecured A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Consumer Secured A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Consumer Unsecured A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable Home mortgage A - Normal B - Acceptable C - Appreciable D - Significant E - Unrecoverable 869,157 23,990 7,462 1,117 4,036 905,763 ======= 9,642 601 170 82 345 10,840 ======= 3 1 0 0 40 44 ==== 878,802 24,591 7,632 1,200 4,421 916,647 ======== 1,168,973 44,228 9,412 1,979 3,061 1,227,653 ======== 9,830 901 866 513 4,036 16,145 ======= Allowance Interest & Total other 207 10,036 30 931 156 1,021 82 595 386 4,422 861 17,005 ===== ======= 1,893,303 5,730 8,841 1,071 6,252 1,915,197 ======= 17,291 49 15 80 88 17,523 ======= 7,049 7 7 31 36 7,129 ==== 1,917,644 5,786 8,863 1,182 6,376 1,939,849 ======== 0 0 0 0 0 0 ======== 24,835 472 1,202 986 6,252 33,747 ======= 391 25,226 3 475 9 1,211 110 1,096 124 6,376 636 34,383 ===== ======= 13,571 82 82 138 91 13,965 ======= 259 2 1 4 5 271 ======= 8 1 1 6 3 20 ==== 13,838 85 85 149 99 14,256 ======== 35,932 216 308 459 243 37,158 ======== 288 8 13 77 91 476 ======= 6 294 0 8 2 14 11 87 8 99 26 503 ===== ======= 2,526,241 13,619 15,119 55,298 5,330 2,615,605 ======= 16,471 258 204 1,666 184 18,784 ======= 1,440 25 23 490 96 2,075 ==== 2,544,152 13,902 15,346 57,454 5,610 2,636,464 ======== 0 0 0 0 0 0 ======== 67,372 1,259 2,751 35,145 5,330 111,857 ======= 440 67,812 45 1,304 161 2,912 2,121 37,265 280 5,610 3,046 114,903 ===== ======= 2,002 70 7 0 7 2,087 ======= 6 0 0 0 0 6 ======= 2 0 0 0 0 3 ==== 2,010 71 8 1 7 2,095 ======== 11,371 397 244 65 83 12,161 ======== 20 2 1 0 2 25 ======= 1 21 0 3 0 1 0 0 0 2 1 27 ===== ======= Capital Interest Other Items Total Secured Capital (Continued) 44 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements 5,452,617 ========= 869,157 Grand total 47,424 ======= 9,642 9,270 ====== 3 5,509,311 ========= 878,802 1,276,971 ======= 1,168,973 162,250 ======= 9,830 4,570 166,820 ====== ======= 207 10,036 Balances for risk and qualification June 2013 ($) RISK Law Law Law Law Law Subtotal Law 550 Law 617 Subtotal Law 617 Rest Rest Rest Rest Rest Subtotal Restructurings TOTAL Class. A B C D E A A B C D E CAPITAL 20,863 244 8,097 1,026 6,644 36,874 12,152 12,152 31,390 8,805 16,967 10,006 2,967 INTEREST OTHER 140 0 0 0 155 0 78 1 306 40 680 41 0 0 0 0 156 9 84 3 101 7 190 20 54 0 70,135 119,161 585 1,265 June 2013 TOTAL DEBT SECURED 21,004 1,613 244 152 8,252 5,061 1,105 157 6,990 0 37,595 6,984 12,152 11,849 12,152 11,849 31,555 540 8,892 1,116 17,075 55 10,216 28 3,021 721 39 81 70,759 120,506 2,458 21,291 ALLOW CAPITAL 246 29 995 837 6,644 8,750 456 456 950 1,171 2,896 6,048 2,967 ALLOWV INTERES 140 0 155 78 306 680 0 0 6 10 43 165 54 14,033 23,240 278 958 ALLOW OTHER 0 0 0 1 40 41 0 0 0 1 3 19 0 TOTAL ALLOW 386 29 1,150 916 6,990 9,471 456 456 957 1,182 2,943 6,232 3,021 23 64 14,334 24,262 INDEBTEDNS JUNE 2013 Total Ordinary and Special Restructurings CLASSIFICATION RISK CITY DESCRIPTION BARRANQUILLA C- FOOD, BEVERAGES, TOBACCO AND CONCENTRATES F- OIL BYPROUCTS CHEMICALS, FERTILIZERS, PLASTICS AND RUBBER V- OTHER ACTIVITIES Total BARRANQUILLA BOGOTA A- AGRICULTURE, HUNTNG AND FISHING C- FOOD BEVERAGES TOBACCO AND CONCENTRATES D- TEXTILES LEATHER AND SHOES I- MACHINERY, NOTORS, ACCESSORIES FOR VEHICLES ETC. M- COMMERCE O- FREIGHT AND PASSENGER TRANSPORT P- TELECOMMUNICATIONS SERVICES U- CULTURE, LEISURE AND SPORTS. Total BOGOTA BUCARAMANGA C- FOOD, BEVERAGES, TOBACCO AND CONCENTRATES M- COMMERCE Total BUCARAMANGA CALI C- IFOOD, BEVERAGES, TOBACCO AND CONCENTRATES F- OIL BY PRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS, RUBBER G- PHARMACEUTICALS AND CHEMICALS M- COMMERCE Total CALI CARTAGENA R- PUBLIC ADMINISTRATION Total CARTAGENA MANIZALES D- TEXTILES., LEATHER AND SHOES R- PUBLIC ADMINISTRATION Total MANIZALES MEDELLIN C- FOOD, BEVERAGES, TOBACCO, CONCENTRATES D- TEXTILES., LEATHER AND SHOES H- MINERAL AND METAL PRODUCTS MFR. I- MACHINERY, MOTORS, VEHICLES ACCESSORIES MFR ETC. K- CONSTRUCTION & CIVIL WORKS Total MEDELLIN Total Law CALI R- PUBLIC ADMINISTRATION No Op CAPITAL 1 4 8 2 1,548 22 11 9 1 1 1 1 1 1 1 1,574 1,633 225 96 152 9 10 2,963 1,613 16 2 1 6,700 120 1,200 3 1 1 1 1 1,320 189 0 1,003 56 4 1 1,248 19,250 1 1 5 19,250 15 19,250 6 1 1 1 1 5 19,250 92 7 6,128 154 400 9 6,782 44 14 36,874 12,512 (Continued) 45 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Total CALI 14 12,512 1 1,107 2 2 1,107 8,737 2 1 1 1 946 571 390 13 2 2 1 3 1 1 1 1 10,656 56 7 63 2,809 2,809 41 41 13 14,676 71 28 63,702 639 28 325 639 5,030 325 1 4 1 8 1758 5,030 18 32 4 80 29,253 1772 150 29,388 2,044 150 282 2,044 3,918 282 1 265 3,918 13 3,697 266 11 3,710 285 11 44 285 1,020 44 92 1,020 981 92 1 1 1 367 981 6 1 10 4,197 370 65 4,214 1,103 65 11 1,103 236 11 103 236 1,352 103 1 49 1,352 12 593 50 22 605 470 22 17 470 464 17 464 Total Law 617 BARRANQUILLA J- ELECTRICITY, GAS AND WATER PRODUCTION/DISTRIBUTION Total BARRANQUILLA BOGOTA D- TEXTILES., LEATHER AND SHOES F- OIL BYPRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS AND RUBBER H- MINERAL AND METAL PRODUCTS MFR. M- COMMERCE Q- FINANCIAL INTERMEDIATION Total BOGOTA BUCARAMANGA M- COMMERCE Q- FINANCIAL INTERMEDIATION Total BUCARAMANGA CALI J- ELECTRICITY, GAS AND WATER PRODUCTION/DISTRIBUTION Total CALI MEDELLIN C- FOOD, BEVERAGES, TOBACCO, CONCENTRATES Total MEDELLIN Total Rest TOTAL COMMERCIAL ARMENIA W- EMPLOYEES AND RENTIERS Total ARMENIA BARRANQUILLA W- EMPLOYEES AND RENTIERS Total BARRANQUILLA BOGOTA H- MINERAL AND METAL PRODUCTS MFR. O- FREIGHT AND PASSENGER TRANSPORT R- PUBLIC ADMINISTRATION V- OTHER ACTIVITIES W- EMPLOYEES AND RENTIERS Total BOGOTA BUCARAMANGA W- EMPLOYEES AND RENTIERS Total BUCARAMANGA CALI W- EMPLOYEES AND RENTIERS Total CALI CARTAGENA S- SOCIAL SECURITY, SOCIAL SERVICES, HEALTH W- EMPLOYEES AND RENTIERS Total CARTAGENA CUCUTA W- EMPLOYEES AND RENTIERS Total CUCUTA IBAGUE W- EMPLOYEES AND RENTIERS Total IBAGUE MANIZALES W- EMPLOYEES AND RENTIERS Total MANIZALES MEDELLIN K CONSTRUCTION AND CIVIL WORKS M- COMMERCE V- OTHER ACTIVITIES W- EMPLOYEES AND RENTIERS Total MEDELLIN MONTERIA W- EMPLOYEES AND RENTIERS Total MONTERIA PASTO W- EMPLOYEES AND RENTIERS Total PASTO PEREIRA W- EMPLOYEES AND RENTIERS Total PEREIRA POPAYAN V- OTHER ACTIVITIES W- EMPLOYEES AND RENTIERS Total POPAYAN TUNJA W- EMPLOYEES AND RENTIERS Total TUNJA VILLAVICENCIO W- EMPLOYEES AND RENTIERS Total VILLAVICENCIO (Continued) 46 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Total Rest. 3608 55,459 Total Consumer 3608 55,459 Grand Total 3679 119,161 Gross loans by geographical zone at June 30, 2014 and 2013, by cities are as follows: Country Colombia Zone Armenia Bucaramanga Barranquilla Bogotá Buenaventura Cartagena Cali Cúcuta Ibagué Medellín Manizales Montería Neiva Pasto Pereira Popayán Santa Marta Tunja Villavicencio Jun. 2014 Jun. 2013 $ 32,784 $ 196,830 $ 389,870 $ 3,328,208 $ 4,408 $ 222,441 $ 529,665 $ 28,389 $ 74,783 $ 624,912 $ 145,605 $ 42,348 $ 6,454 $ 27,134 $ 96,605 $ 68,792 $ 60,349 $ 59,911 $ 27,066 $ 29,354 $ 366,676 $ 3,196,908 $ 201,134 $ 1,116 $ 450,287 $ 178,424 $ 21,070 $ 47,694 $ 132,457 $ 478,690 $ 34,766 $ 3,338 $ 22,611 $ 105,568 $ 49,346 $ 54,834 $ 55,160 $ 23,187 $ 5,966,552 $ 5,452,617 $ 5.313 $ 0 78.791 $ 0 Total loans Banco GNB Sudameris S. A., Parent $ 6,050,655 $ 5,452,617 Total loans Banco GNB Peru S. A. $ 1,936,789 $ 0 $ 953,824 $ 0 $ 8,941,268 $ 5,452,617 Peru Paraguay Total loans Banco GNB Paraguay S. A. Grand Total Gross loans by economic sector at June 30, 2014 and 2013 are the following: SECTOR A- AGRICULTURE, HUNTING AND FISHING B- EXTRACTIVE INDUSTRY C- FOOD, BEVERAGES, TOBACCO, CONCENTRATES D- TEXTILES, LEATHER AND SHOES Jun-14 Amount ($) % 173,160 2.23% Jun-13 Amount ($) % 99,186 1.8% 7,693 0.39% 24,290 0.5% 96,427 1.56% 71,434 1.3% 100,857 1.78% 114,237 2.1% E- TIMBER, CARDBOARD, PAPER, PACKAGING, PRINTING F- OIL BY PRODUCTS, FERTILIZERS, CHEMICALS, PLASTICS AND RUBBER G- PHARMACEUTICALS AND MEDICINES 41,904 0.77% 46,204 0.9% 110,197 2.02% 142,430 2.6% 36,549 0.91% 51,194 0.9% H- MINERAL AND METAL PRODUCTS 119,092 2.47% 142,432 2.6% 46,148 0.71% 35,253 0.7% J- ELECTRICITY, GAS AND WATER PRODUCTION & DISTRIBUTION 179,413 2.74% 150,380 2.8% K- CONSTRUCTION AND CIVIL WORKS 447,156 6.13% 328,034 6.0% I- MACHINERY, MOTORS, VEHICLE ACCESSORIES ETC (Continued) 47 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements L- NEW AND USED CAR TRADE, SPARES AND MAINTENANCE 37,641 0.59% 45,194 0.8% 298,084 5.17% 313,021 5.7% 26,873 0.54% 26,06 0.5% 221,093 3.12% 166,051 3.1% 4,511 0.15% 8,191 0.2% 175,193 2.08% 115,199 2.1% 67,789 1.39% 83,640 1.5% S- SOCIAL SECURITY AND HEALTH 172,050 4.53% 173,673 3.2% T- EDUCATION 188,424 2.79% 150,247 2.8% 38,628 0.58% 29,840 0.6% 572,221 8.98% 48.39 2,889,551 % $ 6,050,655 100% 430,972 7.9% 2,705,311 49.6% $5,452,617 100% M- COMMERCE N- HOTELS AND RESTAURANTS O- FREIGHT AND PASSENGER TRANSPORT ETC P- TELECOMMUNICATIONS SERVICES Q- FINANCIAL INTERMEDIATION R- PUBLIC ADMINISTRATION U- LEISURE, CULTURE AND SPORTS V- OTHER ACTIVITIES W- EMPLOYEES AND RENTIERS TOTAL The following is the detail of loans by monetary unit: Jun. 2014 Commercial Consumer Home mortgage Local Currency $ 915,604 $ 11,198 $ 2,351 Foreign Currency $ 223,156 $ 0 $ 0 Total $ 929,153 $ Commercial $ 1,721,699 Consumer $ Total Jun.2013 $ $ $ Total 1,138,761 11,198 2,351 Local Currency $ 741,191 $ 13,965 $ 2,087 Foreign Currency $ 164,572 $ 0 $ 0 $ $ $ Total 905,763 13,965 2,087 223,156 $ 1,152,309 $ 757,243 $ 164,572 $ 921,815 $ 411,953 $ 2,133,652 $ 1,551,802 $ 363,395 $ 2,764,694 $ 0 $ 2,764,694 $ 2,615,605 $ 0 $ $ 4,486,393 $ 411,953 $ 4,898,346 $ 4,167,407 $ 363,395 $ 1,915,19 7 2,615,60 5 4,530,80 3 Total Banco GNB Sudameris S.A.Parent $ 5,415,546 $ 635,110 $ 6,050,655 $ 4,924,650 $ 527,967 $ 5,452,61 7 Total Banco GNB Peru S.A. $ 1,315,504 $ 621,285 $ 1,936,789 $ 0 $ 0 $ 0 Total Banco GNB Paraguay S.A. $ 553,673 $ 400,151 $ 953,824 $ 0 $ 0 $ 0 Grand Total $ 7,284,723 $ 1,656,546 $ 8,941,268 $ 4,924,650 $ 527,967 $ 5,452,61 7 Unsecured At June 30, 2014 and 2013 loan purchases were as follows: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. LINES Credivalores - Crediservicios S.A.S. Originar Soluciones S.A.S. Activos y Finanzas S.A. Lagobo Distribuciones S.A. L.G.B. S.A. Sumas y Soluciones S.A.S. Estrategias en Valores S.A. ESTRAVAL Comercializadora e Inversiones Textileros S.A.S. - COINVERTEX Coordinadora de Servicios Financieros Ltda. “COOSERFIN” Cooperativa de Trabajo Asociado de Servicios y Representaciones Integrales “Coopserin” Innova Gestión de Negocios S.A.S. Gestiones Financieras S.A. Cooperativa Multiactiva de Militares Técnicos en Retiro y Personal Civil Coopdemil Ltda. Jun. 14 $ 0 $ 14,994 $ 13,045 $ 2,737 $ 2,914 $ 4,650 $ 220 $ 383 $ 151 $ 243 $ 355 $ 152 $ $ $ $ $ $ $ $ $ $ $ $ Jun. 13 67,160 36,772 18,302 9,445 14,508 8,747 3,035 1,138 686 1,121 632 579 (Continued) 48 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements 13. 14. 15. 16. 17. 18. 19. Cooperativa Integral Bonanza Sociedad Cooperativa de Servicios PIMAR Casa Nacional del Profesor S.A. CANAPRO El Cedro Cooperativa Multiactiva Solucion Kapital S.A. Procol de Colombia S.A. Bayport Fimsa S.A.S Total $ 116 $ 91 $ 0 $ 0 $ 0 $ 0 $ 0 $ 40,050 $ 179 $ 144 $ 1,884 $ 4,133 $ 1,926 $ 280 $ 117 $ 170,788 These purchases are made with recourse to the seller, usually at a Premium (except some purchases with Coopserin, which are made at a discount), amortized over the term of the Notes. The Parent administers the portfolio. If a loan matures, or as agreed with each seller, if a loan falls into arrears the Agreements Operations Coordinator processes a replacement with a new loan on similar conditions: 1. CREDIVALORES-CREDISERVICIOS S.A.S. Loan purchases with recourse under notes against payroll-deduction operations at DTF (quarterly in advance) + 8 points. Operations with CREDIVALORES must comply with the following requirements: - Repayment in a minimum of 12 and a maximum of 72 instalments Loans must be classed “A” Overdue accounts must be replaced by loans of the same amount or more. 2. ORIGINAR SOLUCIONES S.A.S. Loan purchases with recourse under notes against payroll-deduction operations of the Navy, Casur, Air force Army, Social Security, retirement fund, teachers etc. at DTF (quarterly in advance) + 10 points. Operations must comply with the following requirements: - Repayment in a minimum of 12 and a maximum of 60 instalments Loans must be classed “A” Overdue accounts must be replaced by loans of the same amount or more. This company is part of the same group as COOPERATIVA MULTIACTIVA DE SERVICIOS CON EXPERIENCIA EN CRÉDITO – COOEXPOCREDIT. 3. ACTIVOS Y FINANZAS S. A. Personal loans under payroll-deducted instalments for entities such as the tax authority DIAN and the Colombian army, classed “A” Normal at a rate of DTF+ 11 points, quarterly in advance. Operations purchased from Activos y Finanzas must have the following conditions Minimum repayment term remaining, 12 instalments. If a loan falls into arrears it must be replaced by another or other loan(s) for the same value or higher. Reselling of loans more than 90 days overdue. If excess limit is approved, it is managed as a separate line. (Continued) 49 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements 4. LAGOBO DISTRIBUCIONES S.A. L.G.B. S.A. The company generates payroll instalment loans for the police, army, pension fund, ISS etc. at DTF (quarterly in advance) + 9 pts. Operations must satisfy the following conditions: - Minimum 12 instalments. Loans must be classed “A” Payment to the Parent is made by “SOCIEDAD COOPERATIVA DE MILITARES RETIRADOS SOCOMIR” Members of the Justice System cooperative JURISCOOP Average operation size $1.0 If operations fall into arrears they must be replaced by others for the same of a higher value. 5. SUMAS Y SOLUCIONES S.A.S. Assignment of loans under notes against payroll-deduction operations of the Ministry of Defense, the army, the Navy, the Air Force, FOPEP, INPEC, CREMIL, etc. at DTF (quarterly in advance) + 10 points. Operations with SUMAS Y SOLUCIONES must meet the following requirements: - Minimum repayment term: 12 instalments. Loans must be classed “A” Overdue accounts must be replaced by loans of the same amount or more. 6. ESTRATEGIAS EN VALORES S.A. ESTRAVAL A purchase of loans classed “A” Normal at DTF+ 11 points Operations received from Estraval must satisfy the following characteristics: - Minimum repayment term 12 monthly instalments. Minimum capital balance $1.0, maximum $100.0. Approved: 2 grace periods If an operation falls into arrears, it must be replaced by instruments for another or other operation(s) for the same value or higher. 7. COMERCIALIZADORA E INVERSIONES TEXTILEROS S.A.S. - COINVERTEX Offers the assignment of COOPITEX and COOPFUR cooperative loans from commercial operations, formed by payroll instalment repayment at DTF (quarterly in advance) + 10 points Operations must meet the following specifications: - Minimum 12 instalments Loans purchased must be classified “A”. If an operation is past-due it must be replace d by another debt for the same or a higher amount. (Continued) 50 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements 8. COORDINADORA DE SERVICIOS FINANCIEROS LTDA. “COOSERFIN” The company generates payroll instalment loans for the army, navy, air force, FOPEP, National Police, Cagen, Caja de Retiro, ISS, Casur etc. at DTF (quarterly in advance) + 10 pts Operations for COOSERFIN must meet the following conditions: Minimum 12 instalments. Loans must be classed ”A” If operations fall into arrears they must be replaced by others for the same of a higher value. Loans overdue more than 90 days are resold 9. COOPERATIVA DE TRABAJO INTEGRALES “COOPSERIN” ASOCIADO DE SERVICIOS Y REPRESENTACIONES Personal loans made by COOPSERIN and received by the Parent, on the payroll-deduction instalment system for the Ministry of Defense, Navy, army, Air Force and Police. The operations are generated from oral health services provided by the Oral Express Clinic at DTF (quarterly in advance) + 11 points. Loans have the following features: Minimum repayment period, 12 months Loans must be rated “A” Accounts in arrears must be replaced by other loans of the same or higher value Resale of accounts in arrears for more than 90 days. 10. INNOVA GESTIÓN DE NEGOCIOS S.A.S. This company offers the assignment of loans of Cooperativa UNISERCOOP who generate commercial loans for payroll instalment operations of ISS, Ministry of Defense, National Police and others; in the Departments of Antioquia, Atlántico, Cundinamarca, Huila, Magdalena, Risaralda, Tolima and Valle. The rate is DTF quarterly in advance + 11 pts. Operations must comply with the following requirements: - Repayment in a minimum of 12 instalments Loans must be classed “A” Overdue accounts must be replaced by loans of the same amount or more 11. GESTIONES FINANCIERAS S.A. This company offers the assignment of loans of Cooperativa de Conductores del Ministerio de Defensa COOPECONMIN and Asistencia Familiar Cooperativa ASFAMICOOP, which generate commercial operations from payroll instalment loans of the Police, Defense Ministry, INPEC, Office of the Governor of Valle, Cagen, Fopep, amongst others, and Cooperativa Habitat, Coopimar, Coosercoop, Sumas y Soluciones, at a purchase rate of DTF (quarterly in advance) + 11 pts. Operations must comply with the following requirements: - Repayment in a minimum of 12 instalments Loans must be classed “A” (Continued) 51 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Overdue accounts must be replaced by loans of the same amount or more. 12. COOPERATIVA MULTIACTIVA DE MILITARES TÉCNICOS EN RETIRO Y PERSONAL CIVIL COOPDEMIL LTDA. The company generates payroll loans for the army, Navy, Air Force, Fopep, National Police, Cagen, Retirement Fund, ISS, Casur etc. at DTF (quarterly in advance) + 10 pts. Operations for COODEMIL LTDA must satisfy the following conditions: - Minimum 12 instalments. If operations fall into arrears, the companies must replace them for other instruments for the same or higher amounts. Loans overdue more than 90 days are resold. Average amount per operation $2.0, classed “A”. 13. COOPERATIVA INTEGRAL BONANZA Loan purchases with recourse against notes for payroll—deduction operations of Fopep, Previsora, Caprecom, Social Security, Police, Ministry of Defense, Ferrocarriles and Departmental Education Funds at DTF (quarterly in advance). + 10 points. Operations with COOBONANZA must meet the following requirements: - Repayment minimum 12 months, maximum 60 months Loans must be classed “A” Capital balances of between $1.0 and $50.0 If operations fall into arrears they must be replaced by others for the same of a higher value 14. SOCIEDAD COOPERATIVA DE SERVICIOS PIMAR Loans purchased with recourse, against payroll-deduction operations of Fopep, Previsora, Caprecom, Social Security, Police, Ministry of Defense, Ferrocarriles and Departmental Education Funds at DTF (quarterly in advance) + 10 points. Operations must meet the following conditions: - Minimum repayment term 12 months, maximum 60 months Loans must be classed “A” Capital balances between $1.0 and $50.0 If operations fall into arrears they must be replaced by others for the same of a higher value Sale of loans to Burnside Investment S.A. In order to recover some funds from past-due, fully provided accounts, the Parent regularly sells them – especially consumer accounts – which at June 30, 2014 and 2013 totaled $7,567 and $10,872,902,514, respectively. The Subsidiaries do not engage in this type of operation (Continued) 52 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Loans written off The following is the detail of loans written off at June 30, 2014 and 2013: Jun.2014 Commercial Consumer Home mortgage Total Capital Interest $ 96 $ 7 $ 7,861 $ 292 $ 0 $ 0 $ 7,957 $ 299 Other Items $ 0 $ 164 $ 0 $ 164 Jun.2013 Total $ 104 $ 8,317 $ 0 $ 8,420 Capital Interest $ 0 $ 0 $ 12,672 $ 444 $ 0 $ 0 $ 12,672 $ 444 Other items $ 0 $ 247 $ 0 $ 247 Total $ 0 $ 13,363 $ 0 $ 13,363 Allowances The movement of allowances against loan principal by mode of credit is the following: Balance at June 30, 2013 Plus: Allowances expensed Less :Written off Allowances recovered Condoned and reclassified Balance at June 30, 2014 Home mortgage Commercial Consumer $ 49,892 $ 112,333 $ $ $ $ $ $ $ $ $ $ $ 47,364 (8,317) (27,379) 41,209 165,210 $ $ $ Jun.2013 21 0 21 15,163 (104) (10,402) 67,600 122,149 $ $ $ $ $ Total 25 $ 162,250 4 0 (35) 12,137 12,131 $ $ $ $ $ 62,531 (8,421) (37,816) 120,946 299,490 General allowance Opening balance Plus: Home mortgage allowances Closing balance Jun. 2014 $ 24 $ 0 $ 24 (8) Bankers´ Acceptances and Derivatives At June 30, 2014 and 2013, the detail of bankers´ acceptances, spot operations and derivatives is the following: Bankers´ acceptances in term: Spot operations Currency purchase rights (peso dollar) Currency sale rights (peso-dollar) Currency purchase obligations (peso-dollar) Currency sale obligations Forwards Currency purchase rights (peso/dollar) Currency sale rights (peso/dollar) Currency purchase obligations (peso/dollar) Currency sale obligations (peso/dollar) Swaps – speculative Interest rate swap rights Interest rate swap obligations Jun.2014 $ 8,859 $ 941 $ 10,066 $ (939) $ (10,064) $ 4 Jun.2013 $ 8,527 $ 4,591 $ 480 $ (5,073) $ 0 $ (2) $ $ $ $ $ 15 114,119 0 (57,049) 57,085 $ 53,164 $ 1,450 $ (50,718) $ (1,442) $ 2,454 $ $ $ $ 1,070 (1,036) 34 5,666 $ $ $ $ 613 (607) 6 2,727 (Continued) 53 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements At June 30, 2014 and 2013, there were no legal or financial restrictions or charges on derivatives. Currency forwards with customers are made subject to a study by the credit areas of the Parent and Subsidiaries and a high proportion of them are covered with a financial sector counterpart. (9) Accounts Receivable At June 30, 2014 and 2013 the detail of Interest - other receivables is the following: Interest Interbank and overnight operations Loans Other: Commissions Dividends and other capital surpluses Advances to contractors and suppliers Staff advances Cash shortages Insurance claims Payments for account of clients Receivables from ISS - Colpensiones (1) Sundry (1) Jun. 2014 Jun.2013 $ $10 $ 95,440 $ 95,450 $ 3 $ 47,424 $ 47,427 $ 0 $ 14,435 $ 171 $ 227 $ 2 $ 20 $ 0 $ 6,025 $ 14,638 $ 35,518 $ 774 $ 103 $ 825 $ 81 $ 4 $ 42 $ 3,597 $ 4,573 $ 4,462 $ 14,461 Corresponds to the payment of discounts made by ISS-Colpensiones in June 2014 to Banco GNB Sudameris borrowers through payroll instalment operations. The following is the movement of the allowance against Accounts Receivable: Jun.2014 Opening balance Plus: allowance expensed: Individual pro-cyclical Individual counter-cyclical Less: Recovery of allowances Written off, reclassified and condoned Closing balance $ $ Jun.2013 5,190 2,395 $ $ $ 327 $ (3,432) $ 659 $ 5,139 4,976 2,261 $ 259 $ (1,510) $ (1,403) $ 4,583 (10) Foreclosed assets The detail of foreclosed assets at June 30, 2014 and 2013 is the following: Real property Movable assets Adjusted cost Less allowance Jun.2014 14,931 3,631 18,562 (11,045) 7,517 Jun.2013 13,260 5,232 18,492 (9,492) 9,000 Leasing assets restored The detail of leasing assets restored at June 30, 2014 and 2013 is the following: Machinery and equipment Less: Allowance Jun.2014 $ 399 $ (72) Jun.2013 $0 $0 $ 327 $0 (Continued) 54 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Assets not used in the business The value of assets not used in the business at June 30, 2014 and 2013 is $15 and $0, respectively. The detail of foreclosed and restored assets and assets not used in the business is as follows: June 30, 2014 Under 1 year Real property Movable assets Assets not used in the business Assets restored June 30, 2013 1-3 years 3-5 years 9,559 11 0 0 212 153 0 0 1-3 years 3-5 years Over 5 years 0 169 169 3,556 5,052 8,608 0 737 0 0 Under 1 year Real Property Movable assets 9,148 0 9,148 557 11 568 Over 5 years 5,160 2,730 15 177 Total 14,931 3,631 15 177 Total Allowance (8,096) (2,949) 0 (72) Allowance 13,261 5,232 18,493 4,460 5,032 9,492 At June 30, 2014 and 2013, foreclosed assets represented 0.10% and 0.001% of the assets of the Parent and Subsidiaries. Given this very small proportion, the effect on results is insignificant. The management of the Parent and Subsidiaries has made arrangements to sell these assets within the times provided for in regulations. The movement of the allowance against foreclosed assets is the following: Opening balance Plus: Allowances expenses Less: Recoveries Reclassifications Closing balance $ Jun. 2014 10,489 Jun.2013 $ 8,790 $ 2,099 $ 1,206 $ $ $ 0 (1,471) 11,117 $ 0 $ (504) $ 9,492 (11) Property and equipment The net cost of Property and Equipment in use at June 30, 2014 and 2013 is: Jun.2014 Land Buildings Equipment, furniture and fittings Computer equipment Vehicles Assets in operational leasing contracts Accumulated depreciation $ $ $ $ $ $ $ $ 13,737 85,985 41,306 123,795 2,274 0 (136,037) 131,061 Jun.2013 $ $ $ $ $ $ $ $ 10,284 93,719 29,543 111,748 631 (117,604) 128,321 At June 30, 2014 and 2013, there are insurance policies to cover theft, fire, earthquake, riot, civil commotion, explosion, volcanic eruption, power failure, loss or damage to premises and vehicles. Real property values are supported by valuations made in the last three years. (Continued) 55 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Depreciation expensed at June 30, 2014 and 2013 was $11,077 and $8,621, respectively. There are no mortgages or other charges on ownership of these assets and they have not been delivered on pledge. (12) Other Assets At June 30, 2014 and 2013, there are permanent contributions to social clubs for $380. The movement of prepaid expenses and deferred charges during the periods ended on June 30, 2014 and 2013 is the following: Jun.2013 Prepaid expenses Insurance Rent Equipment maintenance Loan premiums pending amortization Loan portfolio agreement expenses Other Credits Jun.2014 $ $ $ $ $ $ $ 237 33 130 8,563 890 819 10,672 $ $ $ $ $ $ $ 413 65 0 0 0 8,519 8,997 $ 0 $ 0 $ 30 $ 5,932 $ 93 $ 0 $ 6,055 $ 650 $ 98 $ 100 $ 2,631 $ 797 $ 9,338 $ 13,614 $ $ $ $ $ $ $ $ $ $ $ $ Total prepaid expenses and deferred charges $ 15,297 1,196 321 1,779 636 19,713 13,985 69 0 0 383 53,379 64,051 $ 12,949 $ 0 $ 0 $ 4,810 $ 9,579 $ 0 $ 4,606 $ 0 $ 89 $ 40,397 $ 0 $ 72,430 $ 0 $ 367 $ 275 $ 0 $ 0 $ 994 $ 0 $ 10 $ 0 $ 0 $ 106 $ 1,752 $ 28,246 $ 829 $ 46 $ 6,589 $ 10,215 $ 18,719 $ 18,591 $ 59 $ 89 $ 40,397 $ 277 $ 124,057 $ 137,671 Deferred charges Wealth tax (1) Deferred income tax, debit Remodeling of premises Software Improvements to rented premises Commission on bond placements HSBC regional integration project Contributions and affiliations Advertising Excess of cost over book Other (1) Charges Under Law 1370/2009 and Decree 4825/2010, the Parent applied the rate of 6% to its net worth at January 1, 2011. The total tax accrued was $38,036, which was debited to deferred charges. In 2014 $3,872 was charged to equity surplus and $277 to earnings. Amortization is being effected over 48 months during 2011-2014 Intangibles - Goodwill Goodwill Servivalores GNB Sudameris S.A. Accumulated amortization Goodwill Servivalores GNB Sudameris S.A. Goodwill - Nacional de Valores S.A. Accumulated amortization, Goodwill Nacional de Valores S.A. Goodwill Banco GNB Peru S.A. Goodwill Banco GNB Paraguay S.A. Goodwill Banco GNB Colombia S.A. Jun.2014 Jun.2013 1,886 $ 1,886 $ (1,163) $ 2,014 $ (1,321) $ 123,180 $ 2,630 $ 16,168 $ 143,394 $ (974) $ 2,014 $ (974) $ 0 $ 0 $ 0 $ 1,952 $ (Continued) 56 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements GOODWILL Amortizations at June 30, 2014 SERVIVALORES GNB SUDAMERIS S.A. Date Amount 29/04/2008 Amortized in 2013 Months for amortization Months 120 74 $ 1,886 Pending amortization Amount Months $ 1,163 Amount 46 $ 723 NACIONAL DE VALORES S.A. Amount Date 28/06/2010 Pending amortization Months $ 1,654 72 48 $ 1,103 24 $ 551 $ 360 61 37 $ 218 24 $ 142 15/06/2011 Total Amortized in 2014 Months for amortization Amount Months Amount $ 2,014 BANCO GNB PERU S.A. Date Pending amortization US$ Amount US$ Months 04/10/2013 US$ 71,994,957 30/12/2013 US$ (1,587,587) 28/03/2014 US$ (3,248,396) Total US$ 67,158,974 234 Pending amortization $ million Amount Months US$ 65,479,999 Amount 234 $ 123,180 TRM 30 Jun -2014 $1,881.19 BANCO GNB PARAGUAY S.A. Date Pending amortization US$ Amount US$ Months 31/03/2014 US$ 1,434,262 Total US$ 1,434,262 234 Pending amortization $ million Amount Months US$ 1,398,139 Amount 234 $ 2,630 TRM 30 Jun-2014 $1,881.19 BANCO GNB COLOMBIA S.A. Date Amount US$ AMORTIZACION Pending amortization $ million Months 21/02/2014 US$ 39,447 14/06/2014 US$ (22,724) Total US$ 16,729 240 238 Amount $ 16,167 TRM 30-JUN-2014 $ 1,881.19 (Continued) 57 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements GOODWILL Amortizations at June 30, 2013 SERVIVALORES GNB SUDAMERIS S.A. Date Amount Months amortization Amortized 2013 Months 29/04/2008 $1,886 120 Pending amortization Amount 62 $ 974 Months 58 Amount $ 912 NACIONAL DE VALORES S.A. Date Amount Amortization in Months Amortized 2013 Months Pending amortization Amount Months Amount 28/06/2010 $ 1,654 72 36 $ 827 36 $ 827 15/06/2011 $ 360 61 25 $ 147 36 $ 213 Total $ 2,014 $ 974 $1,040 Goodwill Servivalores GNB Sudameris S.A. For the purchase of Sumavalores S.A. Comisionista de Bolsa (now Servivalores GNB Sudameris S.A.), in April 2008, there was goodwill for $1,886 amortized over 120 months. The balance pending amortization is $770. Goodwill Nacional de Valores For the purchase of Nacional de Valores S.A. Comisionista de Bolsa, in June 2010 (now merged with Servivalores GNB Sudameris S.A.), there is goodwill of $1,654, and from the purchase of 51,440 shares from Sara Clemencia Mantilla on June 15, 2011 the amount was increased by $360 to $2,014; The goodwill is being amortized in 72 instalments. The balance pending amortization is $780. The merger by absorption of Nacional de Valores S.A. into Servivalores GNB Sudameris S.A. was authorized by the Superintendency in Resolution 1871 of September 22, 2010 and formalized in Deed 3299 of October 1, 2010. The detail of Other Assets at June 30, 2014 and 2013 is the following: Goodwill Staff loans Deposits Deferred payment letters of credit Works of art and culture Trust rights Overages in advances and withholdings Sundry (1) Jun.2014 $ 143,394 $ 22,517 $ 7,929 $ 383 $ 1,251 $ 9,344 $ 2,333 $ 98,608 $ 285,759 Jun.2013 1,951 19,778 619 0 1,251 9,176 12,822 25,877 71,474 (Continued) 58 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements (13) Deposits and demand accounts At June 30, 2014 and 2013 the detail of Deposits and Demand Accounts is the following: Term Deposits Under 6 months 6-12 months 12-18 months Over 18 months Other Banks and Correspondents Special deposits Demand accounts for banking services Jun.2014 Jun.2013 $ 3,510,273 $ 1,322,902 $ 681,414 $ 927,482 $ 6,442,076 $ 684,573 $ 1,256,741 $ 1,030,099 $ 792,394 $ 3,763,807 $ $ $ $ $ $ $ $ 12,715 90,568 47,433 150,716 0 633 24,656 25,289 At June 30, 2014 and 2013, the mandatory cash reserve held was calculated as follows on local currency deposits: Account Current accounts Special deposits Demand accounts for banking services Bank transaction tax Checks drawn and pending collection Collections Other sundry payables Cancelled accounts Savings accounts TDs at less than 18 months TDs at 18 months and more % reserve requirement 11.0% 11.0% 11.0% 11.0% 11.0% 11.0% 11.0% 11.0% 11.0% 4.5% 0.0% (14) Money market and similar liability positions At June 30, 2014 and 2013, the detail of money market and similar liability positions is the following: Jun.2014 Interbank funds purchased Transfer commitments – closed repos Transfer commitments – simultaneous operations Commitments on simultaneous operations short positions $ 34,802 $ 1,105,489 $ 23,099 $ 26,702 $ 1,190,092 Jun.2013 $ $ $ $ $ 22,000 580,461 32,104 0 634,565 (15) Bankers´ Acceptances and Derivatives The following is the detail at June 30, 2014 and 2013: (Continued) 59 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Jun.2014 8,543 $ Jun.2013 269 $ (19,751) $ 0 $ 21,053 $ 0 $ 1,303 $ $ $ $ $ (4,715) (43,419) 4,737 45,648 2,251 $ $ $ 52,674 939 53,611 $ $ $ 0 0 0 $ $ $ (781) 802 63,479 $ $ $ (977) 991 2,534 $ Bankers´ acceptances in term Speculative forwards Peso dollar purchase rights Peso dollar sale rights Peso dollar purchase obligations Peso dollar sale obligations Speculative futures Speculative swaps Interest rate rights Interest rate obligations According to Chapter XVIII of Superintendency Circular 100, derivatives that produce a fair price of exchange unfavorable to the Parent and Subsidiaries should be recorded as a liability, separating the right and the obligation. If the fair price is favorable to the Parent and Subsidiaries, the two items should be recorded separately as an asset. (16) Bank Borrowings and other Financial Obligations Bank borrowings and other financial obligations include long-and short-.term maturities. The details are the following at June 30, 2014 and 2013: June 30, 2014 Short term Medium term < 1 year Banco de Comercio Exterior, Bancoldex S.A. FINAGRO Findeter Lenders outside Colombia Colombian Treasury 5,104 632 0 23,446 0 29,182 1-3 years 27,848 941 2,288 37,581 0 68,658 June 30, 2013 Short term Medium term < 1 year 1 - 2 years Banco de Comercio Exterior, Bancoldex S.A. FINAGRO Findeter Lenders outside Colombia Colombian Treasury 5,846 112 0 45,365 0 51,323 25,179 3,298 2,494 0 0 30,971 Long term Over 3 years 108,394 0 620,131 0 1,701 730,226 Long term over 3 years 98,208 0 571,781 0 2,025 672,014 Total 141,347 1,573 622,419 61,027 1,701 828,067 Total 129,232 3,410 574,275 45,365 2,025 754,308 These domestic loans to the Colombian companies are covered by notes and the foreign debt is in the form of credit lines. The interest cost expensed at June 30, 2014 and 2013 is: (Continued) 60 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Banco de Comercio Exterior, Bancoldex S.A. Finagro Findeter Lenders outside Colombia $ $ $ $ $ Jun.2014 Jun.2013 3,374 45 20,105 312 23,836 $ 2,481 $ 99 $ 20,943 $ 2,549 $ 26,072 (17) Accounts Payable – Other At June 30, 2014 and 2013, the detail of Accounts Payable- Other is the following: Turnover tax Sales tax Bank transaction tax Wealth tax Suppliers Payroll withholdings and contributions Checks drawn and pending presentation Collections effected (1) Ascredibanco Payments under mass agreements Payables, redemption of Bonos de Paz Payment agreement with ISS Investments Banco GNB Peru S.A. (2) Investments Banco GNB Paraguay S.A. (2) Sundry (1) (2) Jun.2014 $ 1 $ 1,875 $ 1,796 $ 5,430 $ 12,512 $ 6,817 $ 1,212 $ 16,551 $ 5,389 $ 9,133 $ 3,249 $ 45 $ 75,248 $ 0 $ 8,693 $ 147,951 Jun.2013 $ 2 $ 664 $ 2,016 $ 13,854 $ 8,226 $ 5,870 $ 1,808 $ 30,378 $ 5,042 $ 5,484 $ 3,289 $ 45 $ 2,069 $ 0 $ 0 $ 78,747 Collections include official tax receipts, import taxes, property tax, wealth tax and others. Corresponds to account payable for the investment in Banco GNB Peru S.A. and Banco GNB Paraguay S.A., under the purchase agreement of May 11, 2013 signed with Latina American Holdings (UK) Ltda. and others. (18) Long term debt Subordinated bonds At June 30, 2014 the Parent had subordinated bonds outstanding for US$250,000,000, equivalent to $470,298. The detail is as follows: The details are: Amount Authorized by the Board Issue Date Offer Amount Term (months) Maturity Effective rate Interest paid Book value at June 30, 2014 US$ 350,000,000 30-Jul-12 US$ 250,000,000 120 30-Jul-22 7.5% p.a. Half-yearly in arrears $470,298 The bonds have a ten-year (10) maturity. Ordinary bonds At June 30, 2014 the Parent had ordinary bonds outstanding for US$300,000,000 equivalent to $564,357. (Continued) 61 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements Amount Authorized by the Board Issue Date US$500,000,000 02-May-13 Offer Amount Term (months) Maturity Effective rate Interest paid Book value at June 30, 2014 US$ 300,000,000 60 02-May-18 3.875% p.a. Half-yearly in arrears $564,357 The bonds have a five-year (5) maturity. (19) Pensions The calculation is made using the method of past fractioned income under article 112 of the Tax Code, and the rules of Decree 2783 of December 20, 2001 with reference to tax considerations, and the terms of Resolution 1555/2010 (the Colombian Mortality Table – Rentiers - RV08). The Parent presented its actuarial calculation for 2013 for $17,757 to the Superintendency, which approved it in Letter 2013102996-0003-000, of December 17, 2013. The actuarial calculation for pensions at June 30, 2014 was $16,623.5, against which the Parent has made a provision of $15,604.6. The following is the movement of the pensions account at June 30, 2014. Note Actuarial calculation June 2014 Balance at December 31, 2013 Actuarial adjustment 2013 Payments made in 2014 Amortizations in 2014 Balance at June 30, 2014 Actuarial calculation $ 17,756.58 $ (140.45) $ (992.59) $ 0 $ 16, 623 Pensions pending amortization $ (2,251.53) $ 240.00 $ 0 $ 992.59 $ (1,018.94) Balance $ 15,505.04 $ 99.55 $ (992.59) $ 992.59 $ 15,604.60 (20) Other Liabilities The detail of Other Liabilities is as follows Deferred income (capitalized interest) Advance on capital increase Deferred payment letters of credit Deferred income tax Cancelled accounts Consortia and temporary unions Third party management accounts Other Jun. 2014 $ 1,049 $ 0 $ 383 $ 1,574 $ 961 $ 70 $ 0 $ 24,949 $ 28,986 Jun. 2013 $ 942 $ 135,030 $ 0 $ 1,223 $ 347 $ 72 $ 0 $ 2,131 $ 139,745 (Continued) 62 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements (21) Accrued Liabilities and Provisions At June 30, 2014 and 2013, the detail of Accrued Liabilities and Provisions is the following: Employment liabilities Taxes Other: Contributions Fines, litigation and claims Provisions for public services Pension bond contingencies Provision for accrued unpaid expenses Minority interest Jun. 2014 $ 5,575 $ 27,428 Jun. 2013 $ 5,044 $ 22,752 $ 8,485 $ 7,463 $ 337 $ 468 $ 19,630 $ 69,386 $ 260 $ 2,823 $ 406 $ 2 $ 8,531 $ 39,818 $ 9,818 $ 79,204 $ 9,310 $ 49,128 (22) Capital At June 30, 2014 and 2013, the authorized capital of the Parent is as follows: Jun. 2014 75,000 66,015 165,037,234 22,462,766 Authorized Subscribed and paid No. of paid shares at $400 (pesos) par value each No. of shares pending subscription Jun. 2013 75,000 60,459 151,147,182 36,352,818 (23) Legal (Mandatory) Reserve All financial institutions must allocate 10% of annual net profits to this reserve until it reaches 50% of subscribed capital. It may be reduced to less than that level (50%) when profits exceeding undistributed profits need to be absorbed. The following is the detail of the Reserve at June 30, 2014 and 2013. Appropriation of net profit Share premium Jun- 2014 $ 495,633 $ 469,433 $ 965,066 Jun- 2013 $ 404,366 $ 338,715 $ 743,081 (24) Contingent Accounts At June 30, 2013 and 2014, the detail of Contingent Accounts is the following: Creditor Securities received for money market operations Bank guarantees Letters of credit Loans approved, pending disbursement Credits opened Third party counterpart limits for derivatives Other Debtor: Securities delivered for money-.market operations Interest on loans Jun- 2014 Jun- 2013 $ 1,989,751 $ 742,864 $ 53,114 $ 149,880 $ 241,411 $ 1,752 $ 24,877 $ 3,203,649 $ 1,022,161 $ 9,424 $ 32,104 $ 7,888 $ 128,676 $ 0 $ 36,936 $ 1,237,189 $ 1,155,312 $ 10,600 $ 1,165,911 $ $ $ 646,528 9,277 655,805 (Continued) 63 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements (25) Memorandum Accounts At June 30, 2014 and 2013, the detail of Memorandum Accounts is the following: Debtor: Assets and securities delivered in custody Assets and securities delivered in guarantee Remittances and other outward collections Assets written off Property and equipment fully depreciated Direct credit lines Asset inflation adjustment Fiscal value of assets Receivables on trading investments in debt securities New agricultural loans Sovereign guarantee Accepted by credit establishments Investments held to maturity Trading investments in debt securities Investments in debt securities available for sale Other (1) Creditor: Assets and securities received in custody Assets and securities received in guarantee of future loans Assets and securities received as admissible collateral Assets and securities received as non-admissible collateral Inward collections Equity inflation adjustment Capitalization of equity revaluation Yields on trading investments in debt securities Fiscal value of equity Classification of loans by category and type of collateral Control of co-debtors Control of valuations Reference: agreements Other Jun.2014 Jun. 2013 $ 5,178,316 $ 10,396 $ 4 $ 660,540 $ 83,876 $ 265,782 $ 14,272 $ 11,661,067 $ 227,786 $ 9,488 $ 0 $ 0 $ 1,935,971 $ 1,155,079 $ 1,434,760 $ 11,355,702 $ 33,993,034 $ 4,541,624 $ 25,532 $ 51 $ 196,101 $ 77,729 $ 87 $ 15,776 $ 8,387,755 $ 247,250 $ 11,363 $ 301,008 $ 420,029 $ 0 $ 2,364,080 $ 1,224,084 $ 8,597,706 $ 26,410,175 $ 128,091 $ 692,221 $ 5,518,611 $ 2,781,276 $ 64,102 $ 20,433 $ 16,278 $ 99,962 $ 943,264 $ 9,036,779 $ 1,664,001 $ 3,278,698 $ 12,074,136 $ 4,221,336 $ 40,539,188 $ 196,477 $ 592,442 $ 1,331,271 $ 1,396,578 $ 945 $ 25,708 $ 15,998 $ 150,653 $ 625,203 $ 5,503,754 $ 1,590,057 $ 3,056,770 $ 11,952,713 $ 3,556,069 $ 29,994,638 211,131 $ 11,593 $ 224,466 $ 657,713 $ 430,161 $ $ 1,535,064 $ $ $ $ $ $ Trust Memorandum Accounts Unit funds Property trusts Management trusts Other trusts Memorandum Accounts Fiduciaria Servivalores GNB Sudameris S.A. 228,413 11,993 292,451 653,185 448,422 1,634,464 (26) Income Tax and Equity Tax (CREE) Colombian tax regulations do not allow the consolidation of income tax filings and therefore the losses of one subsidiary may not be offset against the profits of another. Under Law 1607/2013 the tax rate fell from 33% to 25% and an “Equity Tax” (“CREE”) was introduced at a rate of 8%; but for the years 2013, 2014 and 2015 the rate will be 9%. For the purposes of tax liability, since 1999, the calculation of income tax liabilities takes account of a “notional” or “presumed” minimum yield on capital recorded at the end of the previous year, of 3%, from (Continued) 64 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements which exempted income pay be deducted. Inflation-adjusted tax losses reported for 2003- 2006 may be charged off over the next eight years, at up to 25% in any one year. Losses reported for 2007 onwards may also be fiscally adjusted and offset against subsequent profits without limitation of time or amount. (27) Transactions with Related Parties “Related parties” are those related to major shareholders, directors and companies in which the Parent and Subsidiaries hold more than 10% of the shares or there are economic, administrative or financial interests; and companies in which shareholders or directors have an interest of more than 10%. At the close of June 30, 2014, shareholder loans were as follows: ID Name Op. # Currency US$ balance TRM (Pesos) $ million equivalent Due Rate 830137184 Glenoaks Investments S.A. 436 US$ 10,000,000 1,881.19 $ 18,812 15/07/2015 Libor + 5.90 830137184 Glenoaks Investments S.A. 438 62,000,000 1,881.19 116,634 21/07/2015 Libor + 5.90 Total US$ 72,000,000 Collateral SBLC of GNB Sudameris Bank S.A. Panamá for US$36,000,000 $135,446 Operations with Directors and Legal Representatives Directors´ fees were paid for $ 34 and $32 at June 30, 2014 and 2013, respectively. At June 30, 2014 and 2013, the Directors for the purposes of the disclosures in this Note were the individuals registered with the Superintendency as such prior to those dates. (28) Other operating income and expenses – exchange Other Operating Income from exchange at June 30, 2014 and 2013 is as follows: Operating income from exchange difference Operating expense from exchange difference Jun. 2014 $ 1,343,012 $ 1,338,130 Jun. 2013 $ 97,067 $ 94,880 The variation in income and expenses due to exchange differences is the result of quite strong fluctuations in currency-dollar rates and a high currency-trading volume. The Subsidiaries outside Colombia reported the following balances of operating income and expenses from exchange operations: Operating income from exchange difference Operating expense from exchange difference Banco GNB Peru S.A. $ 1,199,811 $ 1,196,402 $ 3,409 Banco GNB Paraguay S.A. $ 113,124 $ 111,106 $ 2,018 Total $ 1,312,935 $ 1,307,508 $ 5,427 (Continued) 65 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements (29) Other Operating Income and Expenses The following is the detail at June 30, 2014 and 2013 Jun- 2014 $ 19 $ 133 $ 810 $ 6,645 $ 7,008 $ 14,615 Operating risk recoveries Cables, postage and telephones Checkbook sales Income difference under insurance agreements Other Jun- 2013 $ 2 $ 131 $ 828 $ 6,341 $ 7,672 $ 14,974 The following is the detail of Other Operating Expenses at June 30, 2014 and 2013 Bank transaction tax Turnover tax, property tax, registration tax, stamp tax, vehicle tax, surcharges, etc. Rent Contributions and affiliations Insurance Maintenance and repairs Office remodeling Sundry: Cleaning and security Temporary services Advertising Public relations Public services Travel Transport Stationery Donations Data processing Judicial expenses Inquiries Cash transport Sundry Jun. 2014 5,990 7,933 15,171 8,080 15,823 10,661 719 Jun.2013 $ 4,576 $ 5,153 $ 7,798 $ 3,813 $ 12,595 $ 7,540 $ 1,759 $ 4,419 $ 9,506 $ 3,716 $ 18 $ 8,525 $ 366 $ 6,491 $ 1,855 $ 140 $ 1,294 $ 165 $ 364 $ 93 $ 17,318 $ 118,647 $ 3,384 $ 7,848 $ 992 $ 17 $ 5,736 $ 197 $ 5,673 $ 1,421 $ 51 $ 1,346 $ 139 $ 360 $ 91 $ 998 $ 71,487 $ $ $ $ $ $ $ (30) Non-operating income and expenses The following is the detail of non-operating income at June 30, 2014 and 2013: Profit on sale of property and equipment Profit on sale of foreclosed assets Rent Recoveries Loans written off Receivables written off Other provisions Assets written off Other recoveries Return premium Fogafìn Other Non-operating expenses Operating risk losses Fines and litigation Minority interest Sundry, local currency Jun.2014 $ 11 $ 120 $ 357 $ $ 1,843 $ 535 $ 110 $ 87 $ 668 $ 4,351 $ 5,262 $ 13,344 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 344 2,455 957 2,274 6,030 Jun.2013 2 2 512 2,274 878 28 114 550 4,073 728 9,161 760 264 526 79 1,629 (Continued) 66 BANCO GNB SUDAMERIS S.A. Notes to the Financial Statements (31) Statutory Controls During 2014 the Parent and Subsidiaries complied with requirements for cash reserves, own positions, capital adequacy, mandatory investments; they paid FOGAFIN deposit insurance premiums and levies imposed by supervisory authorities; and national and municipal taxes payable on operations, in accordance with legal requirements for each entity. (32) Reclassifications At June 30, 2014 and 2013 some accounts have been reclassified for presentation purposes. (33) Significant developments Acquisition process of HSBC Colombia, Peru, Paraguay and Uruguay. Banco GNB Sudameris S.A. signed a share purchase agreement on May 11, 2012 with HSBC Latin American Holdings (UK) Ltd. and others to acquire all the shares of HSBC Bank Peru S.A., HSBC Bank Paraguay S.A., HSBC Bank Uruguay S.A. and HSBC Colombia S.A (including the Subsidiary HSBC Fiduciaria). The Parent has created a Senior Management team to develop and execute the integration process. The Superintendency authorized the Parent to acquire 100% of the HSBC Banks in Peru, Paraguay and Uruguay and the Parent obtained authorizations to formalize the acquisitions in Peru and Paraguay; the application is before the Uruguayan authorities; and authorization to purchase HSBC Colombia S.A., was requested from the Colombian Superintendency. This was granted on December 23, 2014 in Resolution 2334/2014. The acquisition of HSBC Bank Uruguay was terminated by common agreement of the parties to the Purchase Agreement of May 11, 2012. (34) Post-closing events On February 21, 2014 the Parent acquired 99.9% of HSBC COLOMBIA S.A. and 4.6807% of HSBC FIDUCIARIA S.A. which thereupon changed their names to Banco GNB Colombia S.A. and Fiduciaria GNB S.A. (the Parent holds 94.9471% of the Fiduciaria), and Banco GNB Sudameris S.A. became the Parent or controlling interest in both. (35) Convergence with International Financial Reporting Standards - IFRS According to Decree 2784/2012 the Parent and Subsidiaries in Colombia are part of Group 1 for financial reporting and the transition to IFRS starts on January 1, 2014. The first set of IFRS-compliant accounts will be that for 2015. (Continued)