As filed with the Securities and Exchange Commission on April 25, 201427, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 20132014

Commission file number001-15266

BANCO DE CHILE

(Exact name of Registrant as specified in its charter)

BANK OF CHILE

(Translation of Registrant’s name into English)

REPUBLIC OF CHILE

(Jurisdiction of incorporation or organization)

Banco de Chile

Paseo Ahumada 251

Santiago, Chile

(562) 2637-1111

(Address of principal executive offices)

Pedro Samhan E.Rolando Arias Sánchez

Banco de Chile

Paseo Ahumada 251

Santiago, Chile

Telephone:(562) 653-51502653-3535

Facsimile:(562) 653-51562653-2952

(Name, telephone,e-mail and/or facsimile number and address of company contact person)

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

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

None

(Title of Class)

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

None

(Title of Class)

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

Shares of common stock: 93,175,043,99194,655,367,544

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

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

Large accelerated filer    x                Accelerated filer  ¨                Non-accelerated filer¨

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

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

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

TABLE OF CONTENTS

i

i

ii

FORWARD-LOOKING STATEMENTS

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

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

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

iii

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

iii

THE MERGER

On January 1, 2008, Banco de Chile (the “Bank”) merged with Citibank Chile in a transaction in which Banco de Chile was the surviving corporate entity. As used in this annual report, unless the context otherwise requires, references to “Banco de Chile” relating to any date or period prior to January 1, 2008 (the effective date of the merger) are to Banco de Chile as it existed prior to the consummation of the merger, and such references relating to any date or period on or after January 1, 2008 are to Banco de Chile after the consummation of the merger.

PRESENTATION OF FINANCIAL INFORMATION

We prepare our audited consolidated financial statements in Chilean pesos and in accordance with International Financial Reporting Standards in effect from time to time as issued by the International Accounting Standards Board (“IFRS”). Unless otherwise specified, all financial information herein is in IFRS.

Until and including our consolidated financial statements included in our annual report on Form 20-F for the year ended December 31, 2008, we prepared our audited consolidated financial statements in accordance with generally accepted accounting principles in Chile as supplemented by the applicable rules of theSuperintendencia de Bancos e Instituciones Financieras de Chile (the “SBIF”) (“Chilean GAAP”), with reconciliations to generally accepted accounting principles in the United States (“U.S. GAAP”). As required by IFRS 1—First Time Adoption of International Financial Reporting Standards, our financial position as of December 31, 2008 and our results of operations for the year ended December 31, 2008 were restated in accordance with IFRS 1 for comparative purposes. Reconciliations and a description of the transition to IFRS, and the effects on our assets, liabilities, equity, net income and cash flows are presented in Note 5 to our audited consolidated financial statements included in our annual report on Form 20-F for the year ended December 31, 2009 filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2010. Unless otherwise indicated, the financial information included in this annual report with respect to 2009, 2010, 2011, 2012, 2013 and 20132014 has been derived from financial statements that have been prepared in accordance with IFRS. See Note 2(a) to our audited consolidated financial statements as of and for the year ended December 31, 20132014 appearing elsewhere in this annual report. IFRS differs in certain significant respects from Chilean GAAP. As a result, our financial information presented under IFRS is not directly comparable to any of our financial information presented under Chilean GAAP. Accordingly, readers should avoid such comparison.

Since adopting IFRS, we are no longer required to reconcile our financial statements to U.S. GAAP.

For comparison purposes and as a result of changes in certain accounting policies, some line items in our consolidated statement of income and balance sheet have been reclassified for the years ended December 31, 2011 and 2012. For more information, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—New Standards Adopted in 2013”2014”, as well as Notes 2(aj), 3 and 4 to our audited consolidated financial statements as of and for the year ended December 31, 20132014 appearing elsewhere in this annual report.

In this annual report, references to “$,” “U.S.$,” “U.S. dollars” and “dollars” are to United States dollars, references to “pesos” or “Ch$” are to Chilean pesos (see Note 2(u)2(t) to our audited consolidated financial statements as of and for the year ended December 31, 20132014 appearing elsewhere in this annual report), and references to “UF” are to “Unidades de Fomento.” The UF is an inflation indexed Chilean monetary unit of account with a value in Chilean pesos that is linked to and adjusted daily to reflect changes in the Consumer Price Index (“CPI”) of the Instituto Nacional de Estadísticas (the “Chilean National Statistics Institute”). As of December 31, 2013,2014 and April 17, 2015, one UF equaled Ch$23,309.56.24,627.10 and Ch$24,690.69, respectively.

This annual report contains translations of certain Chilean peso amounts into U.S. dollars at specified rates solely for your convenience. These translations should not be construed as representations that the Chilean peso amounts actually represent such U.S. dollar amounts, were converted from U.S. dollars at the rate indicated in our audited consolidated financial statements as of and for the year ended December 31, 20132014 or could be converted into U.S. dollars at the rate indicated. Until November 30, 2011, Banco de Chile applied the observed exchange rate reported by theBanco Central de Chile (the “Central Bank”) in order to translate its financial statements from Chilean pesos to U.S. dollars. However, beginning December 1, 2011, Banco de Chile adopted the exchange rate of accounting representation, or spot exchange rate, for such matters. This is also described in “Item 3. Key Information—Selected Financial Data—Exchange Rates.” Thus, unless otherwise indicated, the U.S. dollar amounts have been translated from Chilean pesos based on the exchange rate of accounting representation as of December 31, 20132014 as determined by our Treasury and Money Market Operations segment, on a daily basis, based on the average of the daily closing bid and offer rates reported by Bloomberg for the Santiago Stock Exchange. The exchange rate of accounting representation on April 15, 201417, 2015 was Ch$549.66612.79 = U.S. $1.00. As of the same date, the observed exchange rate was Ch$549.04612.30 = U.S.$1.00.

iv

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

Unless otherwise specified, all references in this annual report to total loans are to loans to customers before deducting allowances for loan losses, and they do not include loans to banks or contingent loans. In addition, all market share data and financial indicators for the Chilean banking system as compared to Banco de Chile’s financial information presented in this annual report are based on information published periodically by the SBIF which is published under Chilean GAAP and prepared on a consolidated basis.

iv

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

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

Certain figures included in this annual report and in our audited consolidated financial statements as of and for the year ended December 31, 20132014 have been rounded for ease of presentation. Percentage figures included in this annual report have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this annual report may vary slightly from those obtained by performing the same calculations using the figures in our audited consolidated financial statements as of and for the year ended December 31, 2013.2014. Certain other amounts that appear in this annual report may similarly not sum due to rounding.

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

MACRO-ECONOMIC AND MARKET DATA

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

v

PART I

Not Applicable.

Not Applicable.

SELECTED FINANCIAL DATA

The following tables present historical financial information about us as of the dates and for each of the periods indicated. The following tables should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements as of and for the year ended December 31, 20132014 appearing elsewhere in this annual report. The financial information for the years ended December 31, 2009, 2010, 2011, 2012, 2013 and 20132014 is presented under IFRS.

Our audited consolidated financial statements have been prepared in accordance with IFRS for the years ended December 31, 2009, 2010, 2011, 2012, 2013 and 2013.2014.

		For the Year Ended December 31,
		2010				2011				2012				2013				2014				2014
		(in millions of Ch$, except share and per share data)																				(in thousands of U.S.$)
IFRS:
CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA
Cash and due from banks		Ch$	772,329			Ch$	881,146			Ch$	684,925			Ch$	873,308			Ch$	915,133			U.S.$	1,509,896
Transactions in the course of collection			429,756				373,639				310,077				300,026				356,185				587,677
Financial assetsheld-for-trading			279,765				269,861				159,682				326,921				293,458				484,182
Cash collateral on securities borrowed and reverse repurchase agreements			82,787				47,981				35,100				82,422				27,661				45,638
Derivative instruments			488,354				381,055				326,083				374,687				832,267				1,373,174
Loans and advances to banks			349,588				648,425				1,343,322				1,062,056				1,155,365				1,906,260
Loans to customers, net			14,029,968				17,023,756				18,383,958				20,441,472				21,400,775				35,309,566
Financial assetsavailable-for-sale			1,157,105				1,471,120				1,272,316				1,681,883				1,608,796				2,654,385
Investments in other companies			11,072				13,196				11,674				14,407				23,043				38,019
Intangible assets			88,463				81,026				75,610				72,223				66,859				110,312
Property and equipment			204,352				207,888				205,189				197,578				205,403				338,899
Investment properties			17,459				17,079				16,698				16,317				15,936				26,293
Current tax assets			3,363				—				—				—				—				—
Deferred tax assets, net			57,678				60,025				55,801				56,421				94,240				155,488
Other assets			304,425				279,804				317,765				373,987				586,555				967,769
Total assets		Ch$	18,276,464			Ch$	21,756,001			Ch$	23,198,200			Ch$	25,873,708			Ch$	27,581,676			U.S.$	45,507,558
Current accounts and other demand deposits			4,446,181				4,895,426				5,470,971				5,984,332				6,934,373				11,441,161
Transactions in the course of payment			208,750				155,424				72,684				51,898				53,049				87,527
Cash collateral on securities lent and repurchase agreements			81,755				223,202				226,396				256,766				249,482				411,625
Saving accounts and time deposits			7,697,968				9,282,324				9,612,950				10,402,725				9,721,246				16,039,278
Derivative instruments			528,445				429,913				380,322				426,110				827,123				1,364,687
Borrowings from financial institutions			1,281,372				1,690,939				1,108,681				989,465				1,098,716				1,812,793
Debt issued			1,764,165				2,388,341				3,273,933				4,366,960				5,057,956				8,345,223
Other financial obligations			179,160				184,785				162,123				210,926				186,573				307,831
Currents tax liabilities			—				3,095				23,189				7,131				19,030				31,398
Deferred tax liabilities, net			—				—				—				—				—				—
Provisions			114,685				131,344	��			141,839				154,650				185,643				306,296
Employee benefits			55,433				60,634				64,545				67,944				81,515				134,493
Other liabilities			224,225				269,905				305,105				275,762				255,995				422,369
Total liabilities		Ch$	16,582,139			Ch$	19,715,332			Ch$	20,842,738			Ch$	23,194,669			Ch$	24,670,701			U.S.$	40,704,681
Total equity			1,694,325				2,040,669				2,355,462				2,679,039				2,910,975				4,802,877
Total liabilities and equity		Ch$	18,276,464			Ch$	21,756,001			Ch$	23,198,200			Ch$	25,873,708			Ch$	27,581,676			U.S.$	45,507,558

(See footnotes below)

		As of December 31,
		2009				2010				2011				2012				2013				2013
		(in millions of Ch$, except share and per share data)																				(in thousands of U.S.$)(1)
IFRS:
CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA
Cash and due from banks		Ch$	727,553			Ch$	772,329			Ch$	881,146			Ch$	684,925			Ch$	873,308			U.S.$	1,661,166
Transactions in the course of collection			526,051				429,756				373,639				310,077				300,026				570,695
Financial assets held-for-trading			351,590				279,765				269,861				159,682				326,921				621,854
Cash collateral on securities borrowed and reverse repurchase agreements			79,401				82,787				47,981				35,100				82,422				156,779
Derivative instruments			565,986				488,354				381,055				326,083				374,687				712,712
Loans and advances to banks			448,981				349,588				648,425				1,343,322				1,062,056				2,020,193
Loans to customers, net			12,879,155				14,029,968				17,023,756				18,383,958				20,441,472				38,882,812
Financial assets available-for-sale			1,267,774				1,157,105				1,471,120				1,272,316				1,681,883				3,199,199
Investments in other companies			10,494				11,072				13,196				11,674				14,407				27,404
Intangible assets			88,182				88,463				81,026				75,610				72,223				137,379
Property and equipment			205,847				204,352				207,888				205,189				197,578				375,824
Investment properties			17,840				17,459				17,079				16,698				16,317				31,037
Current tax assets			—				3,363				—				—				—				—
Deferred tax assets, net			49,733				57,678				60,025				55,801				56,421				107,321
Other assets			282,872				304,425				279,804				317,765				373,987				711,381
Total assets		Ch$	17,501,459			Ch$	18,276,464			Ch$	21,756,001			Ch$	23,198,200			Ch$	25,873,708			U.S.$	49,215,756
Current accounts and other demand deposits			3,718,076				4,446,181				4,895,426				5,470,971				5,984,332				11,383,116
Transactions in the course of payment			325,056				208,750				155,424				72,684				51,898				98,718
Cash collateral on securities lent and repurchase agreements			308,028				81,755				223,202				226,396				256,766				488,408
Saving accounts and time deposits			7,427,481				7,697,968				9,282,324				9,612,950				10,402,725				19,787,577
Derivative instruments			538,240				528,445				429,913				380,322				426,110				810,527
Borrowings from financial institutions			1,368,226				1,281,372				1,690,939				1,108,681				989,465				1,882,114
Debt issued			1,587,998				1,764,165				2,388,341				3,273,933				4,366,960				8,306,627
Other financial obligations			176,150				179,160				184,785				162,123				210,926				401,214
Currents tax liabilities			39,018				—				3,095				23,189				7,131				13,564
Deferred tax liabilities, net			—				—				—				—				—				—
Provisions			88,607				114,685				131,344				141,839				154,650				294,168
Employee benefits			43,202				55,433				60,634				64,545				67,944				129,240
Other liabilities			280,392				224,225				269,905				305,105				275,762				524,539
Total liabilities		Ch$	15,900,474			Ch$	16,582,139			Ch$	19,715,332			Ch$	20,842,738			Ch$	23,194,669			U.S.$	44,119,812
Total equity			1,600,985				1,694,325				2,040,669				2,355,462				2,679,039				5,095,944
Total liabilities and equity		Ch$	17,501,459			Ch$	18,276,464			Ch$	21,756,001			Ch$	23,198,200			Ch$	25,873,708			U.S.$	49,215,756

(See footnotes below)

Exchange Rates

As a general matter, prior to 1989, Chilean law permitted the purchase and sale of foreign currency only in those cases explicitly authorized by the Central Bank. TheLey Orgánica Constitucional del Banco Central de Chile 18,840 (the “Central Bank Act”) liberalized the rules governing the purchase and sale of foreign currency. The Central Bank Act empowers the Central Bank to determine that certain purchases and sales of foreign currency specified by law must be carried out in theMercado Cambiario Formal (the “Formal Exchange Market”). The Formal Exchange Market is composed of banks and other entities so authorized by the Central Bank. The observed exchange rate for any given day equals the average exchange rate of the transactions conducted in the Formal Exchange Market on the immediately preceding banking day, as certified by the Central Bank. Even though the Central Bank is authorized to carry out its transactions at the rates it sets, it generally uses the spot rate for its transactions. Authorized transactions by other banks are generally carried out at the spot rate.

Purchases and sales of foreign exchange are not required to be conducted in the Formal Exchange Market and therefore may be carried out in theMercado Cambiario Informal (the “Informal Exchange Market”). There are no price limits imposed on transactions executedcarried out in the Informal Exchange Market. On December 30, 2013 (the last trading date of the year),March 31, 2015, the average exchange rate in the Informal Exchange Market was Ch$526.20626.9 per U.S.$1.00, or 0.5%0.005% higher than the observed exchange rate of Ch$523.76626.87 per U.S.$1.00 reported by the Central Bank on the same date.date in 2014.

The following table sets forth the annual low, high, average andperiod-end observed exchange rate for U.S. dollars for each year beginning in 2009, and the last six complete months,referenced period, as reported by the Central Bank:

Likewise,We may lose revenue if we are unable to determine and predict the effects that this situation could have on the GDP growth of Chile’s main commercial partners and the entire world. Also, these factors could translaterenew our global connectivity agreement with Citigroup Inc.

On December 27, 2007, we entered into a slowdownglobal connectivity agreement with Citigroup Inc. (as amended, the “Global Connectivity Agreement”). The Global Connectivity Agreement enables us and our clients to become part of Citigroup’s global network and provides a framework for us, Citigroup and our respective affiliates to direct certain types of business to our companies. The Global Connectivity Agreement sets forth the terms of our relationship with respect to investment banking services and other services such as international personal banking, cash management and treasury operations, among others. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.”

The Global Connectivity Agreement expires on January 1, 2016. We cannot predict if this agreement will be renewed, or if it is renewed, what the renewal terms would be. Although we would continue to provide the services governed by the Global Connectivity Agreement even if it is not renewed, any loss of the exclusivity or referral provisions in the local economyGlobal Connectivity Agreement could result in significantly less revenues from the services listed above and any profits we would generate from these services. Our preliminary estimates suggest that could affect the decision making processespotentially lost revenues (net of individuals and companies regarding consumption and investment. All of these factors could adversely affect the demand for credits in the Chilean Banking industry. We cannot assure you that these developments will not occur or that they will not affect our results of operations or financial condition.

As of December 31, 2013 we had a total exposuredirect costs associated with services provided to PIIGS economies of Ch$18,751 million (U.S.$35.7 million), which represents 0.07% of our total assets as of the same date. This exposure was concentrated in only two economies, Italy and Spain, and it wascustomers) directly related to contingent credits, suchthese services could be as standby letter of credits in favor of usmuch as well as third parties. As of the same date, we had no additional exposure to PIIGS countries, in any type of instrument, such as financial assets available-for-sale, assets held for trading, derivatives, commercial loans, credit lines, confirming export letters of credits, etc.U.S.$12.5 million per year.

Risks Relating to our ADSs

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

As of April 15, 2014,17, 2015, LQ Inversiones Financieras S.A. (“LQIF”), a holding company beneficially owned by Quiñenco S.A. and Citigroup Chile S.A., holds directly and indirectly approximately 51.22%51.2% of the voting rights of our shares. These principal shareholders are in a position to elect a majority of the members of our board of directors, direct our management and control all matters decided by a shareholder vote, including the approval of fundamental corporate transactions.

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

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

While our ADSs have been listed on the New York Stock Exchange (the “NYSE”) since the first quarter of 2002, there can be no assurance that an active trading market for our ADSs will be sustained. During 2013,2014, a daily average volume of 16,12167,287 of our American Depositary Receipts (“ADRs”) were traded on the NYSE, according to data provided by Bloomberg. Although our shares are traded on the Santiago Stock Exchange, the Valparaiso Stock Exchange and the Chilean Electronic Stock Exchange, the Chilean market for our shares in Chile is small and somewhat illiquid. As of April 15, 201417, 2015 approximately 24.80%25.1% of our outstanding shares were held by shareholders other than our principal shareholders, including LQIF,SM-Chile, SAOS and Ergas Group.

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

You may be unable to exercise preemptive rights.

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

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

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

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

In particular, since August 2007, there has been significant volatility in worldwide financial markets due to consequences from the announcement, by several U.S. banks and financial institutions, of significantwrite-downs related to their exposure tomortgage-backed securities and other financial instruments. This situation, also known as the subprime crisis, translated into several and significant governmentbail-outs for important banks worldwide, bankruptcy for some others and an active M&A market in the financial industry intended to maintain the confidence of investors and customers, as well as avoiding bank runs. Although the Chilean economy was not directly exposed to the U.S. housing credit market and —historically— and—historically—we have not directly held any assets related to such financial instruments, the subprime crisis impacted the Chilean economy by the end of 2008, including banking activity. Currently, the U.S. economy seems to be overcoming the effects of the subprime crisis, as evidenced by recoveringmid-term growth rates and improving employment and consumption indicators, while the Federal Reserve is tapering the expansionaryquantitative easing monetary policy it has used for the past several years. However, we cannot assure you that these past developments will not repeatoccur again in the future or that any future developments in international markets couldwill not affect us, including our results of operations and, consequently, the market price of our ADSs and shares.

Financial deterioration in certain European countries was another indirect effect of the subprime crisis that occurred in the United States. Although ourOur exposure to European sovereign debt is not significant,significant; however, we cannot assure you that volatility in global financial markets due to the uncertainty regarding the Eurozone fiscal condition of certain European countries will not continue and affect the Chilean economy and consequently ourthe financial condition and results of operations.operations of the entire Chilean banking system, including us. Accordingly, the price of our ADS could be adversely affected by a new financial turmoil in the Eurozone, political issues, armed conflicts, a slower than expected recovery, or a deterioration in healthier economies, such as Germany, that could translate into increasing volatility and uncertainty all over the world.

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

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

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

We are required to withhold 35% from any dividends we pay to you.

ADS holders are entitled to receive dividends on the underlying shares to the same extent as the holders of shares. Dividends received by ADS holders will be paid net of foreign currency exchange fees and expenses of the depositary and will be subject to Chilean withholding tax of 35% of the dividend, which we will withhold and pay to the Chilean tax authorities. Any dividend distributions made in property (other than common stock) will be subject to the same Chilean tax rules as cash dividends. For more information, see “Item 10. Additional Information—Taxation—Chilean Tax Considerations.”

Risks Relating to Chile

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

Our core business and transactions are with customers doing business in Chile. Accordingly, our ability to grow our business volumes and results of operations, as well as enhance our financial condition, in general, depends on the dynamism of the Chilean economy and specific macroeconomic variables such as inflation, unemployment, interest rates, consumption and investment. The global financial crisis of 2008 that dramatically affected the economic growth in developed countries also affected the Chilean economy by the end of 2008 and during the first three quarters of 2009. This translated into a subsequent slowdown in the local banking industry due to

lower levels of consumption and deteriorated credit quality in loan portfolios prompted by increasing unemployment and financial stress experienced by certain economic sectors. Conversely, between 2010 and 2012 the local economy and the banking industry evidenced a significant upturn, fostered by real GDP growth that averaged 5.7% per year, mainly as a result of the recovery in consumption and investment, as well as higher fiscal spending associated with the reconstruction process after a significant earthquake. Inearthquake in 2010. During 2013, the Chilean economy entered into a moderate slowdown by recording a 4.1%4.2% GDP expansion.expansion, which deepened throughout 2014 as both corporate and individual confidence continued to deteriorate. The lower dynamismslowdown was causedexplained in part by an important slowdownboth slower growth of Chile’s main commercial partners, especially China, and uncertainty associated with diverse reforms presented by the recently appointed administration that affected investment and consumption. Accordingly, the Chilean economy grew by only 1.9% in 2014, which was influenced by a 6.1% contraction in investment which postedthat was offset by a slight 0.4% annual growth, principally owing to postponed projects2.2% expansion in the mining and energy sectors, as well as companies waiting for better economic signals. On the other hand, consumption remained strong by growing 5.4% in 2013. In line with the economic cycle, banking activity decreased as compared to 2012 in spite of maintaining attractive figures in loan growth and profitability.private consumption. Although Chilean economic growth continues to be above the average of comparable countries and the world,positive, we cannot assure you that the local economy will continue expanding in the future or that developments in, or affecting the Chilean economy and the local banking industry will not materially and adversely affect us, our business, financial condition or results of operations. For more information, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Overview”.

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

The Chilean Government’s economic policies and any future changes in the value of the Chilean peso with respect to the U.S. dollar could affect the dollar value of our common stock and our ADSs. Given the floating exchange rate regime that exists in Chile, the Chilean peso has been subject to large fluctuations in the past and could continue this trend in the future. According to information published by the Chilean Central Bank, between December 31, 20122013 and December 31, 2013,2014, the value of the U.S. dollar relative to the Chilean peso increased by approximately 9.4%16.0%, as compared to the decreaseincrease of 8.2%9.4% recorded in the period from December 31, 20112012 to December 31, 2012.2013. See “Item 3. Key Information—Exchange rates.”

Chilean trading in the shares underlying our ADSs is conducted in Chilean pesos. Cash dividends associated with our shares of common stock are received in Chilean pesos by the depositary, which then converts such amounts to U.S. dollars at thethen-prevailing exchange rate for making payments in respect of our ADSs. If the value of the U.S. dollar increases relative to the Chilean peso, the dollar value of our ADSs and any distributions to be received from the depositary will decrease. In addition, the depositary will incur customary currency conversion costs (to be borne by the holders of our ADSs) in connection with the conversion and subsequent distribution of dividends or other payments. For more information, see “Item 10. Additional Information—Exchange Controls.”

Our results of operations may be affected by fluctuations in the exchange rates between the Chilean peso and the U.S. dollar despite our policy and Chilean regulations related to the general avoidance of material exchange rate mismatches. In order to reduce the effect of exchange rate mismatches we enter into foreign exchange derivative transactions that hedge our exposure. As of December 31, 2013,2014, our foreigncurrency-denominated assets and Chileanpeso-denominated assets, which contain repayment terms linked to changes in foreign currency exchange rates, were exceeded by our foreigncurrency-denominated liabilities and Chileanpeso-denominated liabilities, which contain repayment terms linked to changes in foreign currency exchange rates, by an amount of Ch$7819,979 million, or 0.04%0.42% of ourpaid-in capital and reserves.

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

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

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

Chilean law provides shareholders with fewer and lesswell-defined rights.

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

A Potential Tax ReformRecent changes in Chile may Increase our Tax Burdenthe Chilean tax system could impact the profitability of investments held by foreign and local investors.

A new administration assumed control of the Chilean government in March 2014. The new president has recently announced and sent toIn September 2014, the Chilean congress approved a law reforming the Chilean tax system. This tax reform bill intended to finance improvements to(Law N° 20,780, defined terms in this risk factor are used as defined therein) gradually increases the Chilean educational system, among other matters.first category tax or corporate tax rate between 2014 and 2018 while establishing two alternative tax regimes from 2017 onwards: (i) the Semi-Integrated Regime and (ii) the Attribution Regime. The bill contemplates a gradual increase intax reform increases the statutory corporate income tax rate from 20.0% in 2013 to 21.0% in 2014, 22.5% in 2015 and 24.0% in 2016. From 2017 onwards, the current 20.0%statutory corporate tax rate will depend on the tax regime chosen by the owners of the taxpayer (the company). If the Semi-Integrated regime is selected, the company will be subject to a maximumstatutory corporate tax rate of 25.0%, over25.5% in 2017 and 27.0% from 2018 onwards. If, instead, the Attribution regime is selected, the company will be subject to a four-year period. In addition,statutory corporate tax rate of 25.0% from 2017 onwards. At this time, we cannot anticipate which regime we will select in the proposed bill includes changes in personal taxationfuture.

The tax reform will also affect the taxes levied on dividends received by investors that hold shares of common stock or ADS from 2017 onwards. Under the Semi-Integrated Regime, holders of shares or ADS will pay taxes on the dividends effectively received from the company (withholding tax of 35% for dividends-related taxes affecting both local and foreign investors and a general regime tax for local investors). Foreign investors from DTAT (Double Taxation Avoidance Treaty) countries will be able to use 100% of the corporate tax paid by the company as a basistax credit. However, local investors and holders from non-DTAT countries will be permitted to use 65% of the corporate tax paid by the company as a tax credit. Accordingly, the effective tax rate paid by local (individual) investors or foreign holders could increase up to 44.5%. Under the Attribution Regime, holders of shares or ADS will pay taxes (withholding tax of 35.0% for foreign investors and personal taxes for individual local holders) on their proportional participation in the earnings before taxes generated by the company, regardless of whether cash dividends are distributed or not. Holders of shares or ADS will be permitted to use 100% of the corporate tax paid by the company as a basistax credit.

Lastly, stock dividends (distributions on accrued earningsfully paid-in shares) are currently tax exempt when distributed. Under the new tax law, regardless of companies heldthe regime that the owners of the company ultimately chooses, stock dividends will be subject to taxation. Furthermore, the new tax income law introduces certain changes to the treatment of capital gains associated with the sale of shares received as an investment. Similarly, the bill proposes a reduction in the tax rate for the upper income bracket, in the case of individuals, from 40.0% to 35.0%. As a result, the announced tax reform could adversely affect our results of operations, costs and profitability in the future. However, since the reform has not been yet passed in the congress, we cannot yet accurately estimate its potential effects on our operations. stock dividends.

For more information, see “Item 10. Additional Information—Taxation—Chilean Tax Considerations—Tax Reform Proposal,Considerations.”

Labor strikes or slowdowns could adversely affect our operations because the majority of our employees belong to labor unions.

We are a party to collective bargaining agreements with various labor unions. Disputes with regard to the terms of these agreements or our potential inability to negotiate acceptable contracts with these unions could result in, among other things, strikes,

work stoppages, or other slowdowns by Presidential message N°24-362 (April 1, 2014).the affected workers. If unionized workers were to engage in a strike, work stoppage, or other slowdown, or other employees were to become unionized, we could experience disruption of our operations or higher ongoing labor costs, either of which could have a material adverse effect on our results of operations. See “Item 6. Directors, Senior Management and Employees—Employees.”

On December 29, 2014 the government sent a labor reform bill to the Chilean congress for discussion and approval. The government stated that this bill was intended to strengthen and give more power to Chilean unions while prohibiting the replacement of workers during strikes. As a result, unions would enhance their negotiation position in collective bargaining processes. In addition, the reform involved some changes to the current labor framework by introducing certain flexibility in the contractual relationship between workers and companies. There is currently no certainty as to when and how this bill, if passed by the congress, will go into effect and, therefore, we cannot assure you that this bill will not have a material effect on our business.

History and Development of the Bank

Overview

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

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

We are a full-servicefull service financial institution that provides, directly and indirectly through our subsidiaries, and affiliates, a wide variety of lending andnon-lending products and services to all segments of the Chilean financial market, providing our customers with powerful, differentiated and differentiatedcomprehensive value offerings to our customers.offerings. Our business is not materially affected by seasonality.

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

WeIn Retail Banking, we provide our retailindividual customers with credit cards, residential mortgage loans and consumer loans, as well as traditional deposit services, such as current accounts, demand deposits, savings accounts and time deposits. Our retail customers are composed ofalso include micro, small and medium sized companies that we serve by providing them with short and long term loans, as well as diverse deposit solution, in order to satisfy their needs. Our banking services for wholesale customers include commercial loans (which include factoring and leasing), foreign trade, capital markets services, cash management andnon-lending services, such as payroll, payment and paymentcollection services, as well as a wide range of treasury, financial advisory and risk management products.

In 2008, we supplemented our products and services and enhanced our value offerings by entering into a strategic partnership with Citigroup Inc., as a result of our merger with Citibank Chile.

As of December 31, 2013,2014, we also offered international banking services through our Trade Services subsidiary in Hong Kong, our representative office in Beijing, and a worldwide network of correspondent banks. However, we have begun a voluntary dissolution process for our Trade Services subsidiary in Hong Kong that we expect to complete before the end of 2015.

In addition to our traditional banking operations, our subsidiaries and affiliates permit us to offer a variety ofnon-banking but specialized financial services including securities brokerage, mutual funds management, investment banking, insurance brokerage, securitization, collection and creditpre-evaluation services.

According to the SBIF, as of December 31, 20132014 and excluding the operations of subsidiaries abroad, we were the second largest bank in Chile in terms of total loans with a market share of 19.1%18.1%, the largest provider of commercial loans with a market share of 19.5%18.0%, the second largest provider of consumer loans with a market share of 20.9% and the second largest privately owned bank in terms of residential mortgage loans with a market share of

17.4% 17.1%. Also, as publishedreported by the SBIF, we were the largest bank in terms of net income with a market share of 26.8%23.8% and the first bank in terms of current account balances held by individuals with a market share of 30.2%28.9%, both as of December 31, 2013.2014. Lastly, according to the Chilean Association of Mutual Funds, as of December 31, 20132014 we were the largest provider of mutual funds management with a market share of 21.3%22.5%.

As of December 31, 20132014 we had:

As of December 31, 2013,2014, we had 14,72314,803 employees and delivered financial products and services through a nationwide distribution network of 430429 branches, and 1,804 ATMs1,460 Automatic Teller Machines (ATMs) that are part of a larger ATM network operated by Redbanc S.A. (a company owned by us and 11 other privately owned banks) that comprises 6,397consists of 8,029 ATMs.

History

We were founded in 1893 as a result of the merger of Banco Nacional de Chile, Banco Agrícola and Banco de Valparaíso, which created the largest privately heldowned bank in Chile. We have played an important role in the economic history of Chile. Before the creation of the Central Bank in 1926 and prior to the enactment of the General Banking Law, we were the main stabilization agent of the Chilean banking system, a role that is now performed by the Chilean Central Bank. Beginning in the early 1970s, the Chilean Government assumed control of a majority of Chilean banks, and all but one of the foreign banks that were operating at that time closed their branches and offices within the country. Throughout this era, we remained as aprivately-owned bank, with the exception of a portion of our shares owned by the Chilean Government that were sold to private investors in 1975. Throughout our history we have developed awell-recognized brand name in Chile and expanded our operations in foreign markets, where we developed an extensive network of correspondent banks. In the early twentieth century, we established a representative office in London, which we maintained until 1985, when our operations in Europe were moved to Frankfurt. The office in Frankfurt was closed in 2000, when our foreign operations were centralized at the New York branch. In 1987 and 1988, we established four subsidiaries to provide a full range of specialized financial products and services as permitted by the General Banking Law. In 1999, we widened our scope of specialized financial services by creating our insurance brokerage and factoring subsidiaries. According to our estimates, we remained the largest private bank in Chile until 1996. During the early 2000s, the Chilean banking

industry witnessed intense merger and acquisition activity. In 2002, we merged with Banco de A. Edwards, which allowed us to expand our business to new customer segments. In 2008, we sold our U.S. branchesbranch to Citigroup in connection with our merger with Citibank Chile that was carried out during the same year. As a result of these consolidations, we currently operate a distribution network that is composed of three brand names, namely, “Banco de Chile” (which operates throughout Chile), “BancoEdwards-Citi” (which is primarily oriented to higher income segments) and “Banco CrediChile” (which is focused on consumer loans and sightdemand accounts for lower and middle income segments). In 2012, we became the market leader in net income and the most profitable bank (the highest return on average equity and average capital and reserves) within the Chilean banking industry, according to information released by the SBIF. Similarly, among our peers we were the bank with the best credit quality indicators in terms ofpast-due loans (90 days or more), provisions for loan losses over average loans and coverage of past-due loans coverage.(loans 90 days or more past-due). Also, during 2012 we

maintained our leadership in mutual funds and current accounts for individuals, while our investment banking subsidiary maintained the market leading position in corporate bond placements within the local market, according to information available at the Chilean Association of Mutual Funds, the SBIF and the Superintendency of Securities and Insurance,SVS, respectively. In terms of funding diversification, we improved our access to foreign debt markets by placing senior bonds in Hong Kong and Peru for a total aggregate amount of approximately U.S.$193 million. Similarly, we established a commercial paper program in the U.S. market of U.S.$1,000 million.

In 2013, we continued to enhance our competitive advantages. As a result, we completed a very successful year by ranking firstleading the industry in operating revenues—for the first time in our recent history—and net income, according to information releasedpublished by the SBIF. These achievements enabled us to remain the most profitable bank in Chile in terms of return on average equity and average assets. Our leading position in net income was also a consequence of our market-leadingmarket leading performance in expenses, which allowed us to reach the lowest efficiency ratio in the local industry, according to information published by the SBIF. Also, in order to maintain a convenient and well diversified liability structure, we have continued to seek alternative financing opportunities, especially overseas. In this regard, during 2013 we carried out four placements in Switzerland for a total amount of approximately US$U.S.$785 million. Also, we established a US$2 billionU.S.$2,000 million medium term notes program (the “MTN Program”) in Luxemburg.Luxembourg. Under this program we issued medium term notes in Hong Kong and Japan offor approximately US$U.S.$168 million and US$U.S.$167 million, respectively.

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

Merger with Banco de A. Edwards

On December 6, 2001, our shareholders approved our merger with Banco de A. Edwards, which became effective on January 1, 2002. Banco de A. Edwards had been listed on the NYSE since 1995, and in January 2002, we were listed on the NYSE under the symbol BCH. Since 2002, our shares have also been traded on the Latin American Stock Exchange of the Madrid Stock Exchange (“Latibex”) and the London Stock Exchange (“LSE”). We concluded the merger process with the consolidation of a new corporate structure and the integration of our technological platforms. As for Latibex, on October 18, 2013, we voluntarily delisted our trading units from that market,market.

Merger with Citibank Chile

On December 27, 2007, our shareholders approved our merger with Citibank Chile, which became effective on January 1, 2008. During 2008, we integrated Citibank Chile’s technological platforms with ours and established a new organizational structure in order to satisfy the needs of our customers and to achieve important synergies. We concluded the merger process with the integration of Corporación Financiera Atlas S.A. (Citibank Chile’s consumer division) into our consumer division (CrediChile), which allowed us to nearly double our customer base and market share in consumer finance.

Our partnership with Citigroup Inc., an internationallywell-known brand name, enabled us to broaden the scope of financial services that we offer to our customers through the addition of global financial services and other benefits. As a result of this partnership, we entered into a global connectivity agreement (the “Globalthe Global Connectivity Agreement”),Agreement, which has supported the creation of (i) an international personal banking unit, responsible for optimizing access to financial services outside Chile to our local retail customers, (ii) a global transactional services unit, responsible for executing local and international cash management services, as well as custody and foreign trade assistance, to our wholesale customers, and (iii) an enhanced investment banking unit, responsible for providing financial advisory services and access to global capital markets to our Chilean corporate customers.

Technological Projects

In 2011, our technological projects aimed to support the development of new products and services, improve the efficiency and productivity of our internal systems and processes, reinforce our technological infrastructure and minimize our operational risks. Thus, the main projects developed throughout 2011 were: (i) the implementation of new websites and a phone-based sales platform, in addition to the launch of “Banca Móvil” (mobile solutions for tablets and smartphones) for our retail banking segment; (ii) the development of operational and technological processes required to release the “Banco de Chile | Entel” credit card; (iii) the release of a new platform for options trading; (iv) a new system of financial evaluation for companies that supports the tasks carried out by our Corporate Risk Management Division; and (v) the setup of a new data center.

Throughout 2012, our IT priorities were focused on improving operating efficiency through diverse projects intended to enhance internal processes in quality and timing, as well as reinforcing security in transactional services. Our main IT projects in 2012 included: (i) the automation of product application forms for small and medium sized companies, (ii) implementation of a new online platform for current accounts, (iii) approval of individuals’ and SMEs’ operations through scanned documentation,(iv) time-improving procedures for foreign exchange operations, (v) new systems for managing and trading derivatives, and (vi) the implementation of a new platform for financial planning. For security matters, we implementedworld-class security software that is intended to avoid fraud in electronic money transfers. Similarly, we implemented improved ATMs shield procedures.

During 2013, we focused on ensuring the stability of our IT systems and implementing improvements to key processes in order to provide our customers with better service quality. Accordingly, the main IT projects undertaken in 2013 had to do with: (i) upgrading our internet-basedInternet-based array of services, in order to significantly improve the availability of our internetInternet platforms for personal and corporate banking, (ii) setting up a security device (chip) in credit cards that should enable us to reduce the rate of fraud in this business and maintain ourindustry-leading position in these matters, (iii) improving the uptime of ATMs, (iv) enhancingproduct-related platforms for factoring, insurance, time and demand deposits, and (v) strengtheningcredit-assessment and granting by implementing the final stages of a new system of financial evaluation for companies and optimizing required documentation for lending.

Therefore,In 2014, we maintaindevoted our efforts to developing technological solutions to provide our customers with better services while improving the performance of our primary systems and operating processes. In relation to IT innovations for customers, during 2014 we developed and released a bundle of mobile applications for smartphones called MiBanco|MiPago|MiBeneficio. These applications enable our customers to carry out diverse banking and payment transactions directly from their mobile phones. As for the performance of IT systems, throughout 2014 we improved our operating systems that support credit card transactions and electronic money transfers. We also completed the first stage of our accounting control system and replaced some of our existing credit cards with new ones that include a microchip for enhanced security. In addition, in relation to the optimization of our main operating processes, we focused on reducing the potential for manualdata-entry mistakes, which represents an important source of our operational risk.

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

The1982-1983 Economic Crisis and the Central Bank Subordinated Debt

During the1982-1983 economic crisis, the Chilean banking system experienced significant instability that required the Central Bank and the Chilean Government to provide assistance to most Chilean private sector banks, including us. During this period, we experienced significant financial difficulties. In 1985 and 1986, we increased our capital and sold shares representing 88% of our capital to more than 30,000 new shareholders. As a result, no single shareholder held a controlling stake in the Bank. In 1987, the SBIF returned complete control and administration of the Bank to our shareholders and our Board of Directors by ending our provisional administration based on our successful capital increases as required by Law 18,401.

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

The original repayment terms of our Central Bank subordinated debt, which at December 31, 1989 equaled approximately Ch$1,448,6541,531,390 million (in real terms as of December 31, 2013)2014), required that a certain percentage of our income before provisions for the subordinated debt be applied to repay this obligation. The Central Bank subordinated debt did not have a fixed maturity, and payments were made only to the extent that we earned income before provisions for the subordinated debt. In 1993 we applied 72.9% of our income before provisions to repay the Central Bank subordinated debt. In 1994 we applied 67.6%, and in 1995 we applied 65.8% of our income before provisions to repay the Central Bank subordinated debt.

In November 1996, pursuant to Law No. 19,396, our shareholders approved a reorganization by which we were converted into a holding company namedSM-Chile. In turn,SM-Chile organized a newwholly-owned banking subsidiary named Banco de Chile, to which the former contributed all of its assets and liabilities, other than the Central Bank subordinated debt, to the latter. In addition,SM-Chile created SAOS, a secondwholly-owned subsidiary that, pursuant to a prior agreement with the Central Bank, assumed a new repayment obligation in favor of the Central Bank that replaced the Central Bank subordinated debt in its entirety.

This Central Bank debt, for which SAOS is solely responsible and for which there is no recourse to us orSM-Chile, was equal to the unpaid principal of the Central Bank subordinated debt that it replaced but had terms that differed in some aspects, such as the rescheduling of the debt for a term of 40 years providing for equal annual installments and a pledge of our shares as collateral for such debt. The Central Bank debt bears interest at a rate of 5.0% per year and isUF-denominated.

In exchange for assuming the Central Bank debt, SAOS received fromSM-Chile 63.6% of our shares as collateral. Although shares held by SAOS as collateral have economic rights that belong to the Chilean Central Bank, their voting rights are exercised bySM-Chile’s shareholders. As a result of our merger with Banco de A. Edwards, the percentage of our shares held by SAOS decreased to 42.0%. Subsequently, as of December 31, 20132014 the percentage of our shares held by SAOS was 30.7%declined to 30.21%, as a result of: (i) capital increases agreed to atan Extraordinary Shareholders’ Meetings held in May 2007, January 2011 and October 2012, (ii) stock dividends paid in May 2006, May 2007, June 2009, April 2011, June 2012, and May 2013, and July 2014, and (iii) our merger with Citibank Chile in January 2008.

Dividends received from us are the sole source of SAOS’s revenues, to be applied by legal mandate to repay its debt to the Central Bank of Chile. SAOS does not have any other material debt, as it is a special purpose legal entity created by Law 19,396 whose only business is to own Banco de Chile shares and repay the obligation to the Central Bank of Chile. To the extent distributed dividends are not sufficient to pay the amount due on its debt;debt, SAOS is permitted to maintain a cumulative deficit balance with the Central Bank that SAOS commits to pay with future dividends. If the cumulative deficit balance exceeds an amount equal to 20% of our paid-inpaid in capital and reserves, the Central Bank may require SAOS to sell a sufficient number of shares of our stock to pay the entire accumulated deficit amount. As of March 31, 2014,2015, SAOS maintained a surplus with the Central Bank of

Ch$373,556484,560 million, equivalent to 16.9%19.2% of our paid-inpaid in capital and reserves as of the same date. See “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Banking Industry—Our affiliate may be obligated to sell shares of our stock in the public market if we do not pay sufficient dividends”.

As of December 31, 2013,2014, the outstanding subordinated debt balance held by SAOS amounted towas Ch$649,521565,552 million (including accrued interest). SAOS paid to the Central Bank a total of Ch$131,530 million during 2011, Ch$124,342 million in 2012, and Ch$151,560 million in 2013 and Ch$145,123 million in 2014, exceeding in each of those years the required minimum annual payment.

As of December 31, 2013,2014, the major shareholder ofSM-Chile was LQ Inversiones Financieras S.A. (a subsidiary of Quiñenco S.A.), which owned, directly and indirectly, 58.2% ofSM-Chile’s total shares. As of the same date, our major shareholders were SAOS LQ Inversiones Financieras S.A., SAOS andSM-Chile, each having a direct participation of 32.6%30.2%, 30.7%25.7% and 13.0%12.8% in our total common stock, respectively. It is important to mention that onOn January 31, 2014, LQ Inversiones Financieras S.A. (our major shareholder) closed the sale of 6,700,000,000 shares of Banco de Chile through a public secondary offering, (dutch auction), which resulted in a 7.20% decrease of thetheir ownership interest in Banco de Chile. Accordingly, as of April 15, 2014,17, 2015, LQ Inversiones Financieras S.A. directly owned 25.71% of our shares and held, directly and indirectly, 51.2%51.17% of our shares, with a direct stake of 25.4%. See “Item 5. Operating and Financial Review and Pospectus—Recent Developments.”

If from time to time in the future our shareholders decide to retain and capitalize all or part of our annual net income in order to finance our future growth and to distribute stock dividends, the Central Bank may require us to pay the portion of the net income corresponding to shares owned by SAOS in cash to SAOS. If we distribute stock dividends and the Central Bank does not require us to pay that portion in cash, the shares received by SAOS must be sold by SAOS within the following 12 months. The shareholders ofSM-Chile will have a right of first refusal with respect to that sale.

Capital Expenditures

The following table sets forth our capital expenditures in each of the three years ended December 31, 2011, 2012, 2013 and 2013:2014: