Financial Statements Banco de Desenvolvimento de Minas
Transcrição
Financial Statements Banco de Desenvolvimento de Minas
Financial Statements Banco de Desenvolvimento de Minas Gerais S.A. - BDMG December 31, 2013 and 2012 with independent auditor’s report MANAGEMENT REPORT - 2013 1. The Bank The State Law No. 2067 of January 5, 1962 created Banco de Desenvolvimento de Minas Gerais S.A. BDMG, (Bank) a financial institution organized to foster the sustainable development of Minas Gerais State and integrates the state development system coordinated by the State Secretary for Economic Development. In order to increase its operational efficiency, BMDG implemented, in 2013, a new business model regulated by the BDMG Strategic Plan 2012-2015. The BDMG Strategic Plan 2012-2015, based on the Balanced Score Card methodology, guides the Bank’s operations to continually contribute with the strengthening of the economy in Minas Gerais. The strategic objectives, indicators and goals established in this process converge the efforts of internal units to increase disbursement’s volume by expanding through the increase in the number of clients with effectiveness and deadlines compatible with the market practices, aiming to the financial sustainability. Accordingly, the Bank is in current process of expansion and is internalizing its actions in order to meet its role of a development bank. 2. Performance highlights Renewal of rating: The investment grade awarded by Standard & Poors and Moody’s in 2012 was maintained in the review performed in 2013. Standard & Poors awarded BDMG a credit rating of BBBlong-term debt in foreign currency and local currency on global rankings and br.AAA on national ranking. Moody's also maintained the long-term credit rating of BDMG, currently at Baa3 in local currency on a global ranking and Aa1.br on national ranking. Funding: BDMG issued two Private Financial Bills in the total amount of R$ 102.5 million, both linked to DI rate variation and with three-year maturity, equivalent to R$ 82.5 and R$ 20 million. In August/2013, the Bank entered into a financing agreement to obtain a credit line of US$ 100 million with the Andean Promotion Corporation (Corporación Andina de Fomento "CAF”), which will used in the remodeling, expansion and modernization of the production capacity of companies established in the state, mainly small and medium-sized enterprises. In December/2013, the Bank entered into a 50 million loan agreement with French Agency for Development (Agence Française de Développement “AFD”). The funds will be used to finance municipal infrastructure projects focused on climate issues and to universalize basic water and sewage services. New business model: In May 2013, the new business model was implemented to offer its clients a more effective and personalized approach, to increase productivity and efficiency of the Bank’s loan processes. The main leverage actions performed to achieve such results include specializing in commercial activities, consolidating operational functions to obtain scale gains, strengthening professional skills in financial solutions, making customer service more effective and expanding distribution channels, especially for small and medium-sized enterprises. Between May and December 2013, 77% of processes were performed within deadlines agreed upon with the market and 59% of the approved limits were carried out through parameterized methodology with an average term of 3.5 business days. 2. Performance highlights (Continued) Improving credit access across Minas Gerais regions: seeking to bring closer BDMG, companies and clients in 853 municipalities of Minas Gerais (MG), the banking agent program has been intensified in in partnership with credit unions and class entities (FIEMG, EMCF, ICCAPE, FECOMERCIO, FCDL, Crediminas, Cecremge, SICOOB Crediminas and SICOOB UNICRED). As a result of this initiative, the number of banking agents increased from 72 (in 2012) to 123 (in 2013), representing a 239% increase in the number of clients brought in by these banking agents (from 782 in 2012 to 2,649 in 2013), also representing a 196% increase in disbursement of clients served by the banking agent (from R$47.9 million in 2012 to R$142 million in 2013). This initiative simplifies and accelerates the loan granting process and extends the Bank's presence in the countryside of Minas Gerais, thus making business process easier to our clients. Small and medium-sized enterprises: the increase in the number of Bank’s clients focused on the small and medium-sized enterprises. From January to December 2013, BDMG served 5,392 clients in this segment, accounting for a 29% growth in the number of client services and 24% increase in the volume of funds disbursed for this target public in comparison with 2012, with a disbursement of R$ 514 million. In regional terms, small and medium-sized enterprises contributed to spread the funds provided by the Bank throughout the State, with emphasis to the growth of 79% in Central regions and 66% in Triângulo Mineiro (region in the state of Minas Gerais). Infrastructure – Concessions and Public Private Partnership (PPP) provision of services to the public sector in the development of concession models, PPP and project finance. Accordingly, services were provided to BH-TEC, Local Government of Belo Horizonte, State Government and Minas Gerais State Sanitation Company and its subsidiary (COPASA/COPANOR). BDMGTEC: in April 2013, BDMG - by means of its subsidiary BDMGTEC Participação S.A. and jointly with Fapemig, BNDES and other partners - approved the investment of Biomm S.A. located in Nova Lima. The project consists in implementing a biopharmaceutical plant to produce insulin with a total investment of R$330 million and generating 208 direct and 624 indirect jobs. BDMG and Fapemig participate by financing the amount of R$ 56 million. BDMGTEC also participates in the share capital with R$ 29 million. The project is expected to be concluded in July 2015. BDMGTEC also participates in the capital of SIX Semicondutores S.A. The unit of the Company that is being implemented in Ribeirão das Neves (Metropolitan region of Belo Horizonte) will be the southern hemisphere’s most modern semi-conductor factory. The project will require R$1 billion in investments and should generate about 300 direct jobs. Operations are expected to start in 2015. Through a partnership among SIX Soluções Inteligentes, BNDES, BDMG, IBM (NYSE:IBM), Matec Investimentos and Tecnologia Infinita WS-Intecs, Brazil will enter a high-tech sector, with strong domestic and international demand, supplying the virtually non-existent offer of local chips. Receivables Investment Fund - Minas Gerais Production Chains (FIDC-CPMG): aiming to support the industrial development, the Bank increased the cash availability for investment with short-term funds for companies operating in the car industry chain. In 2013, the Receivables Investment Fund - Minas Gerais Production Chains (FIDC-CPMG) reached R$98 million in equity: The transfer of funds of the end of December totaled 56.7% with an approximately R$56 million invested in receivables of companies subject to FIDC support. 2. Performance highlights (Continued) Supporting Innovation: in 2013, BDMG supported innovation initiatives in 25 companies with the disbursement of R$10.6 million through Pro-innovation and Proptec credit lines, which resulted in a partnership between BDMG and Fundação de Amparo à Pesquisa do Estado de Minas Gerais – FAPEMIG. In addition, a partnership was entered into with FINEP to support the segment, enabling BDMG to transfer Inovacred funds. In terms of risk capital, the Bank also maintains its support as a shareholder in private equity funds: Fundo HorizonTI, Fundo Brasil Sustentabilidade, Fundo Brasil TI and Criatec. Risk management: in line with the strategic planning, risk management improved the management tools of credit, market and liquidity risks. The model and procedure of risk management assessment were reviewed for the small and medium-sized enterprises in order to maintain the compliance and adequacy with scenario of portfolio expansion, also respecting quality matters. Liquidity risk management has been improved with the adoption of new indicators, limits and monitoring instruments. In addition, the Internal Controls units have been reinforced in order to mitigate operational risks and contribute to the improvement of processes. The implementation of a fraud prevention model is to be highlighted. Bank’s brand repositioning: in the second half of 2013, the positioning of the institution and of the Bank’s business segment - designed in connection with a communication strategy based on the characteristics of partnership, innovation, commitment and development – was widely disseminated both internally and externally through campaigns and promotional materials. Seeking transparency and visibility, the actions of the bank have been disseminated in events and in local and national press. Culture: in order to celebrate 25 years of support, appreciation and encouragement of the culture of Minas Gerais state, BDMG Cultural began the year of 2013 with the renewal of its brand, in line with BDMG’s new visual identity and created a new, more interactive and modern website. Among the activities developed throughout the year, we highlight the organization of 207 artistic and cultural events, involving 35 municipalities, 1,520 artists and an audience close to 30,000, reflecting a 26% increase in the number of performances supported by BDMG Cultural and the participation of over 45% cities. It is also noteworthy that the renovation of centenary standband of Praça da Liberdade, in the city of Belo Horizonte, and the support to the filmography industry of the city of Minas Gerais. Citizenship: the Citizenship Institute of BDMG Employees - INDEC, supported by BDMG subsidy and donations from AFBDMG associated members, promoted the donation of approximately 8,400 kg of enriched flour to be used to fight child malnutrition of about 700 children enrolled in the Pão Forte project. It also supported the entering of teenagers in the federal Vocational High School. 3. Operational performance Between January and December 2013, BDMG disbursements reached R$ 2,090 million, 46% higher than in the same period of 2012. As to the origin of the funds, the BDMG risk transactions accounted for 92% of disbursements, while third-party risk transactions accounted for 8%. The distribution profile of the funds used in BDMG risk transactions reflects a 45% participation of own funds and 47% of National Development Bank (BNDES) onlending. Disbursements (In millions of reais) 2,090 1,432 Jan to Dec 2012 + 46% Jan to Dec 2013 Source: BDMG The sector distribution of disbursements made by BDMG, between January and December 2013, allocated 50% of funds to the industry, with highlights to the food and beverage sector (12%), non-metallic mineral products (9%), metallurgy (7%) and transport equipment and auto parts (6%). Simultaneously, the service sector involved 36% of funds with strong participation of the commercial segment. From January to December 2013, the number of clients served reached 5,678, 26% higher than in the same period of 2012. The increase in the number of clients was driven by the Bank’s communication action plans, relationship with the market and wit banking agents, in addition to the continuous improvement of the online credit tool. 4. Economic and financial performance At 12/31/2013, BDMG total assets amounted to R$ 4,901 million, reflecting a 34% increase in comparison with R$ 3,651 million at 12/31/2012. In the period, the Bank’s equity went from R$ 1,313 million at 12/31/2012 to R$ 1,714 million 12/31/2013, reflecting 30% increase, with highlights to capital payments of R$ 255 million and R$ 4 million by the shareholders State of Minas Gerais and CODEMIG, respectively. 4. Economic and financial performance (Continued) The own portfolio of loans and corresponding transactions showed a balance of R$4,148 million at year end, of which R$1,999 million was originated in agreements entered into with own resources and R$2,149 million was granted with funds transferred by other financial institutions. The 44% growth, in relation to the balance of R$2,873 million disclosed at 12/31/2012, was a result of the 39% increase in transactions contracted with own funds that amounted to R$ 1,436 million at 12/31/2012, while the onlending transactions amounted to R$ 1,437 million on the same date, reflecting a growth of 50% in the period. Loan potfolios (In millions of reais) 2.873 Jan to Dec 2012 4.148 Jan to Dec 2013 Source: BDMG It should be highlighted that loans classified under risk levels AA, A and B at 12/31/2013, accounted for 75% of the loan portfolio, a situation that reflects the management guidelines in the search for quality in the credit granted. BDMG, as a financial agent of managed funds, presented, at December 31, 2013, financing balance of R$ 2,189 million, of which R$ 2,157 million refer to operations contracted with state funds and R$ 32 million refer to operations contracted with state funds extinguished by State Law 13848/2001 and with private funds and/or funds linked to state and federal government agencies. The capital adequacy ratio (Basel index) computed in accordance with the new Basel III regulation totaled 25% at 12/31/2013. 5. Acknowledgements BDMG management appreciates the support of those who contributed to the 2013 results, specially the Minas Gerais State Government and Legislative Assembly. BANCO DE DESENVOLVIMENTO DE MINAS GERAIS S.A. – BDMG Audit committee report summary – 2nd half of 2013 Introduction The Audit Committee, a statutory body of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG, was established at the Special General Meeting held on February 28, 2011, in accordance with CMN Resolution No. 3198 of May 27, 2004. The Committee supports the Board of Directors regarding the exercise of its auditing and inspection duties and, among other attributions provided for in its Bylaws, evaluate and express an opinion on: (i) quality of the financial statements; (ii) effectiveness of the internal control system, and (iii) effectiveness of the internal and independent audits. Activities performed under the scope of its duties The Committee held 22 (twenty-two) meetings in the second half of 2013 and another 08 (eight) at the beginning of the first half of 2014, including the participations in Board of Directors’ meeting. The last meeting of the Committee held on 02.25.2014 concluded the review of the Financial Statements as at December 31, 2013, Management Report and Independent Auditor’s Report on the Financial Statements. The Committee kept permanent contact with the Bank’s control area managers in order to monitor the work developed and collect evidence to support its assessments. The Committee discussed topics related to the preparation of the financial statements and internal controls with the managers in charge of the Controlling, Internal Audit, Risk Management, Internal Control and Ombudsman areas, in their respective areas of expertise. Four meetings were held with the External Auditors, Ernst & Young Auditores Independentes S.S., in order to know the methodology, planning and results of the work for the preparation of the Financial Statements as at June 30, 2013 and December 12, 2013. The Committee met with the Bank’s Executive Board and with directors individually to address matters related to strategic planning; business; accounting; internal controls; internal audit; compliance; people management; capital management; and credit, liquidity, operational and market risk management. The Committee made recommendations to improve processes and checked on the compliance with those recommendations or any clarifications and inquiries. Then it monitored the implementation of improvements recommended by the internal and independent audits, which were pointed out in the course of the work. A meeting was held with the accounting manager of Fundação BDMG de Seguridade Social – DESBAN, when the Committee was provided with the information regarding the Bank’s equity situation and inspections performed by PREVIC. The Committee held regular meetings with the Bank’s Board of Directors, when it expressed its opinion on aspects related to its regimental competencies and provided the panel with information regarding its activities. Internal control and risk management systems In the second quarter of 2013, we highlight the conclusion of the Antifraud Intelligence Program within the loan granting process, developed by using a sophisticated statistic model, which will enable the implementation of anti-fraud actions without having to increase the number of documents required for Bank’s clients. The Audit Committee considers Bank management actions positive in the sense of ensuring the effectiveness of the systems of internal control and Bank’s risk management. Internal Audit The Committee held several meetings with the Internal Audit manager in order to follow up the works performed by that Unit. The Committee considers positive the comprehensiveness and quality of audits and the independence level of the area. The audit work carried out by the internal audit did not evidence any failures in the compliance with the current law and internal rules, the relevance of which could impair the Bank's soundness and ability to continue as a going concern. Independent audit The Committee maintained with the external auditors, Ernst & Young Auditores Independentes S.S a regular communication channel for a wide-ranging discussion on the planning, scope, relevant accounting aspects, and results of the work carried out, so as to enable its members to support the opinion on the completeness of the Bank’s financial statements. The Committee met with the independent auditors to know the main occurrences found in the course of the preparation of the financial statements as of June 30, 2013 and December 31, 2013 and its assessment of the Bank’s internal controls. The Committee considers the audit work satisfactory, and no events that could affect the objectivity and independence of the external auditors have been found. Financial statements The Committee monitored the preparation process of the financial statements as of June 30, 2013 and December 31, 2013 (individual and consolidated), and audited the trial balances, balance sheets, explanatory notes, management report, independent auditor’s report and other documents intended for publication. It became aware of the accounting practices adopted by the Bank, uncommon events and their impacts on the Bank’s equity and results at meetings held with those responsible for preparing these documents and with the external auditors. The Committee found that the accounting practices used in the preparation of the financial statements are in line with the main accounting principles, Brazilian Corporation Law, and with regulations of the National Monetary Council and the Central Bank of Brazil, fully reflecting the equity situation of the Bank. Conclusion The Audit Committee did not receive, until the closure of this report, any claim of non-compliance with regulations, lack of control, action or omission by the Bank management that indicated the existence of frauds, failures or errors that could impair its continuity as a going concern or completeness of the financial statements. Based on the considerations above, the Audit Committee, after due consideration of its natural restrictions and responsibilities arising from the scope of its actions, recommends that the Board of Directors approve the Financial Statements of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG as at December 31, 2013. Belo Horizonte, February 26, 2014. MAURO LOBO JUNIOR Coordinator MARTINS CARLOS ANTONIO DUARTE Member JAIR MODESTO DA COSTA Member Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Financial Statements December 31, 2013 and 2012 Contents Audited financial statements Independent auditor’s report on audited financial statements........................................................ .1 Balance sheets ............................................................................................................................... .3 Income statements ......................................................................................................................... .5 Statements of changes in equity .................................................................................................... .6 Cash flow statements ..................................................................................................................... .7 Notes to financial statements ......................................................................................................... .8 Edifício Phelps Offices Towers Rua Antônio de Albuquerque, 156 11º Andar - Savassi 30112-010 - Belo Horizonte, MG, Brasil Tel: (5531) 3232-2100 Fax: (5531) 3232-2106 ey.com.br A free translation from Portuguese into English of Independent Auditor’s Report on individual and consolidated financial statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil Independent auditor’s report on audited financial statements The Shareholders, Board of Directors and Officers of Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Belo Horizonte - MG We have audited the individual and consolidated financial statements of Banco de Desenvolvimento de Minas Gerais S.A. – BDMG (“Bank”), identified as Company and Consolidated, respectively, which comprise the balance sheet as at December 31, 2013 and the related income statements, statements of changes in equity and cash flow statements for the year then ended, and a summary of significant accounting practices and other explanatory information. Management's responsibility for the individual and consolidated financial statements The Bank management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil (BACEN) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these individual and consolidated financial statements based on our audit. We conducted our audit in accordance with Brazilian and international standards on auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Bank's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank's internal control. An audit also includes evaluating the appropriateness of accounting practices used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the individual and consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1 Uma empresa-membro da Ernst & Young Global Limited Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the individual financial position of Banco de Desenvolvimento de Minas Gerais S.A.- BDMG, as well as the consolidated financial position of Banco de Desenvolvimento de Minas Gerais S.A.- BDMG and subsidiary as at December 31, 2013, and its individual and consolidated financial performance and its cash flows for the year then ended, in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil. Emphasis of a matter Restatement of corresponding amounts As mentioned in explanatory notes 3 (k) and 28, due to the changes in accounting practices adopted by the Bank in the recognition of employee benefits, as amended by Brazilian FASB (CPC) 33 (R1), in force as of January 1, 2013, the corresponding amounts for the year ended December 31, 2012, presented for comparison purposes, have been adjusted and are being restated as provided for in CMN Resolution No. 4007/11, which approved Brazilian FASB (CPC) 23 - Accounting Policies, Changes in Accounting Estimates and Correction of Errors. Our opinion does not contain a modification as to this matter. Belo Horizonte, February 26, 2014. ERNST & YOUNG Auditores Independentes S.S. CRC 2SP015199/O-6 Rogério Xavier Magalhães Accountant CRC-1MG080613/O-1 2 Uma empresa-membro da Ernst & Young Global Limited A free translation from Portuguese into English of individual and consolidated financial statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Balance sheets December 31, 2013 and 2012 (In thousands of reais) Individual Notes Assets Current assets Cash and Banks Short-term interbank investments Open market investments Marketable securities and derivative financial instruments Own portfolio Derivative financial instruments Loans Loans Public sector Private sector (Allowance for loan losses) Lease Transactions Leases and subleases receivable Private sector (Unearned income from leases) (Allowance for losses on lease receivables) Other receivables Receivables for guarantees and sureties honored Income receivable Sundry (Allowance for losses on other receivables) Other amounts and assets Other amounts and assets Noncurrent assets Long-term receivables Short-term interbank investments Investments in Interbank deposits (Allowance for losses) Marketable securities and derivative financial instruments Own portfolio Subject to repurchase agreement Linked to the Central Bank of Brazil Derivative financial instruments Loans Loans Public sector Private sector (Allowance for loan losses) Other receivables Income receivable Specific receivables Sundry (Allowance for losses on other receivables) Other amounts and assets temporary investments Other amounts and assets (Valuation allowance) Permanent assets Investments Other investments (Allowance for losses) Real estate in use Real estate in use Other fixed assets in use (Accumulated depreciation) Lease property and equipment Leased assets (Accumulated depreciation) Intangible assets Intangible assets (Accumulated amortization) Deferred Organization and expansion expenses (Accumulated amortization) 3 4 5 6-7 7 8 8 9 10 5 6-7 7 8 9 10 11 2013 Consolidated 2013 1,100,322 71,483 28,215 28,215 42,041 41,665 376 912,857 959,261 92,198 867,063 (46,404) 45,561 6,112 39,495 (46) 165 165 3,800,731 3,705,234 11,727 (11,727) 2012 (restated) 956,632 1,158 342,333 342,333 583,420 618,010 77,016 540,994 (34,590) (109) 114 114 (111) (112) 29,612 2,134 27,670 (192) 218 218 2,694,233 2,666,980 11,727 (11,727) 373,337 279,913 47,062 33,456 12,906 3,064,409 3,188,294 457,408 2,730,886 (123,885) 266,763 3,382 1,184 274,499 (12,302) 725 2,227 (1,502) 204,422 204,422 2,148,059 2,254,661 458,235 1,796,426 (106,602) 291,727 3,201 1,116 299,417 (12,007) 22,772 22,772 1,518 (1,518) 373,337 279,913 47,062 33,456 12,906 3,064,409 3,188,294 457,408 2,730,886 (123,885) 266,763 3,382 1,184 274,499 (12,302) 725 95,497 68,572 69,409 (837) 21,870 40,996 12,112 (31,238) 5,055 5,055 1,610 (1,610) 4,901,053 27,253 487 1,324 (837) 22,869 41,831 10,382 (29,344) 644 1,704 (1,060) 3,223 3,975 (752) 30 1,610 (1,580) 3,650,865 63,362 36,437 37,274 (837) 21,870 40,996 12,112 (31,238) 5,055 5,055 1,610 (1,610) 4,901,053 1,132,457 71,483 28,215 28,215 74,174 73,798 376 912,857 959,261 92,198 867,063 (46,404) 45,563 6,112 39,497 (46) 165 165 3,768,596 3,705,234 11,727 (11,727) 2,227 (1,502) Individual Notes Liabilities and equity Current liabilities Deposits Interbank deposits Funds obtained in the open market Own portfolio Borrowings Foreign borrowings Local onlending – Official institutions National Treasury BNDES FINAME Other institutions Other liabilities Social and statutory Collection and transfer of taxes and the like Tax and social security Financial and development funds Sundry Long-term payables Deposits Interbank deposits Exchange acceptance and issuance of securities Funds from financial bills Borrowings Foreign borrowings Local onlending – Official institutions National Treasury BNDES FINAME Other institutions Other liabilities Tax and social security Financial and development funds Sundry Deferred income Deferred income Equity Capital: Capital of parties domiciled in Brazil Capital increase Unrealized capital Income reserves Equity valuation adjustment Total liabilities and equity See accompanying notes 4 12 12 13 14 15 12 12 13 14 15 16 2013 507,529 45,033 45,033 1,022 1,022 388,266 1,760 280,806 101,822 3,878 73,208 19,678 590 10,536 1,026 41,378 2,669,191 50,902 50,902 469,490 469,490 187,119 187,119 1,644,657 12,532 838,088 765,302 28,735 317,023 151,488 9,114 156,421 10,728 10,728 1,713,605 2012 (restated) 407,346 59,493 59,493 276,301 1,816 189,359 81,372 3,754 71,552 1,172 34,856 965 34,559 1,922,297 351,267 351,267 1,056,244 13,540 597,671 413,129 31,904 514,786 229,764 6,973 278,049 7,967 7,967 1,313,255 1,659,782 49,262 (16,859) 81,143 (59,723) 4,901,053 1,456,157 (22,772) 29,227 (149,357) 3,650,865 Consolidated 2013 507,529 45,033 45,033 1,022 1,022 388,266 1,760 280,806 101,822 3,878 73,208 19,678 590 10,536 1,026 41,378 2,669,191 50,902 50,902 469,490 469,490 187,119 187,119 1,644,657 12,532 838,088 765,302 28,735 317,023 151,488 9,114 156,421 10,728 10,728 1,713,605 1,659,782 49,262 (16,859) 81,143 (59,723) 4,901,053 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Income statements Years ended December 31, 2013 and 2012 (In thousands of reais, except for earnings per share, stated in reais) Individual Notes Second half 2013 Year 2013 2012 (restated) Consolidated Second half Year 2013 2013 230,159 190,881 22,306 13,282 3,690 415,457 350,598 248 47,633 13,282 3,696 353,964 308,378 463 45,116 7 231,515 190,881 23,662 13,282 3,690 417,595 350,598 248 49,771 13,282 3,696 (120,966) (22,896) (62,256) (35,814) (197,884) (44,158) (104,582) (246) (48,898) (149,376) (13,464) (79,418) (376) (56,118) (120,966) (22,896) (62,256) (35,814) (197,884) (44,158) (104,582) (246) (48,898) Gross financial income 109,193 217,573 204,588 110,549 219,711 Other operating revenue (expenses) - Revenue from services rendered - Personnel expenses - Other administrative expenses - Tax expenses - Other operating income - Other operating expenses 29,802 25,305 (42,804) (30,512) (9,002) 111,074 (24,259) (29,590) 47,956 (82,884) (48,575) (17,269) 119,993 (48,811) (96,079) 55,790 (74,189) (39,259) (17,240) 17,009 (38,190) 28,446 25,305 (42,804) (30,512) (9,002) 109,721 (24,262) (31,728) 47,956 (82,884) (48,601) (17,269) 117,885 (48,815) 138,995 187,983 108,509 138,995 187,983 (4,604) (5,392) (2,752) (4,604) (5,392) 134,391 182,591 105,757 134,391 182,591 (20,035) 4,537 2,162 (26,734) (42,612) (12,912) (8,445) (21,255) (25,940) (28,296) (17,863) 20,219 (20,035) 4,537 2,162 (26,734) (42,612) (12,912) (8,445) (21,255) (8,378) (8,378) (11,789) (11,789) (4,641) (4,641) (8,378) (8,378) (11,789) (11,789) Income from financial intermediation - Loans - Lease transactions - Marketable security transactions - Income from derivative financial instruments - Foreign exchange transactions Financial expenses - Open market funding - Borrowings and onlending - Lease transactions - Allowance for loan losses 8 20 Operating (expenses) Non-operating (expense) 21 Income before income taxes on profit sharing Income and social contribution tax expenses Provision for income tax Provision for social contribution tax Deferred tax asset Statutory profit sharing Employee profit sharing 19 Net income 105,978 128,190 75,176 105,978 128,190 Interest on equity (75,703) (75,703) (39,216) (75,703) (75,703) 0.0017609 0.0021300 0.0014520 0.0017609 0.0021300 Earnings per share See accompanying notes 5 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Statements of changes in equity Years ended December 31, 2013 and 2012 (In thousands of reais) Balances at December 31, 2011 Capital increase approval Capital increase Equity valuation adjustment Net income for the year Allocations: Reserves Dividends (R$ 0.00054 per share) Interest on equity (R$ 0.00076 per share) Balances at December 31, 2012 Capital increase approval Capital increase Equity valuation adjustment Net income for the year Allocations: Reserves Interest on equity(R$ 0.00129 per share) Balances at December 31, 2013 Balances at June 30, 2013 Capital increase Equity valuation adjustment Net income for the six-month period Allocations: Reserves Interest on equity (R$ 0.00129 per share) Balances at December 31, 2013 See accompanying notes 6 Income reserve legal Income reserve Other Adjustment to availablefor-sale securities Other equity valuation adjustment Capital . Capital increase Unpaid capital Retained earnings 1,087,715 368,442 - (368,442) 368,442 - (22,772) - 25,088 - 37,108 - 822 6,730 - (27,739) (129,170) - 1,456,157 203,625 - (203,625) 252,887 - (22,772) 22,772 (16,859) - 3,568 28,656 - (36,537) 571 (571) - 7,552 (19,651) - (156,909) 109,285 - (4,138) (28,000) (39,216) - 1,659,782 1,659,782 - 49,262 49,262 - (16,859) (16,859) - 6,409 35,065 29,767 - 46,078 46,078 - (12,099) (5,478) (6,621) - (47,624) (89,721) 42,097 - (52,487) (75,703) 21,101 105,978 (75,703) 1,713,605 1,615,451 32,403 35,476 105,978 1,659,782 49,262 (16,859) 5,298 35,065 46,078 46,078 (12,099) (47,624) (51,376) (75,703) - (75,703) 1,713,605 71,354 128,190 Total 1,122,994 (22,772) 368,442 (122,440) 71,354 (37,107) (28,000) (39,216) 1,313,255 22,201 236,028 89,634 128,190 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Cash flow statements Years ended December 31, 2013 and 2012 (In thousands of reais) Individual Second half 2013 Cash flow from operating activities Net income before taxes and profit sharing Net income adjustments: Depreciation and amortization Set up (reversal) of net provisions Allowance for loan losses net of reversals Setup of allowance for losses Profit (loss) on the disposal of assets not for own use Allocation of deferred income Recovery of loans written off to losses Revenue from monetary restatement of longterm loans Equity pickup Adjusted net income Decrease in Interbank investments Decrease/(Increase) in marketable securities Increase in loans and lease transactions Increase in other receivables and other assets Increase in interbank deposit Decrease (Increase) in obligations from repurchase agreements Funds raised through financial bills Increase in borrowings and on-lending Increase in deferred income Decrease (increase) in other liabilities Income and social contribution taxes paid Profit sharing payment Changes in assets and liabilities Net cash used in operating activities Cash flow from investing activities Acquisition of permanent assets Investment in the subsidiary BDMGTEC Year 2013 134,391 182,591 2012 (restated) 105,757 1,728 (87,487) 35,814 (769) 3,566 (76,972) 48,898 (472) 34 (2,196) (4,203) Consolidated Second half Year 2013 2013 134,391 182,591 3,232 21,922 56,118 (752) 1,728 (87,487) 35,814 (769) 3,566 (76,972) 48,898 (472) 436 (4,417) (4,889) (283) (3,516) (10,529) 34 (2,196) (4,203) 436 (4,417) (4,889) (8,339) (2,540) 66,433 (13,069) (2,540) 133,132 (14,961) 156,988 (9,526) 67,786 (13,501) 135,240 55,932 - 291,236 55,932 - 4,802 (814,026) (13,023) (10,675) (246,462) (1,276,323) (17,042) (8,591) (45,012) (756,382) (3,517) (40,692) 3,449 (814,026) (13,023) (10,675) (271,252) (1,276,323) (17,042) (8,591) 45,033 20,423 661,288 3,429 9,992 (10,453) (4,414) (51,692) 45,033 118,224 888,520 7,178 11,567 (46,958) (6,939) (531,793) (5,012) 351,267 145,842 5,429 (37,780) (36,990) (8,295) (139,906) 45,033 20,423 661,288 3,429 9,992 (10,453) (4,414) (53,045) 45,033 118,224 888,520 7,178 11,567 (47,049) (6,939) (556,674) 14,741 (398,661) 17,082 14,741 (421,434) (3,324) (20,000) (4,886) (42,773) (4,722) (22,772) (23,324) - (24,886) - Net resources used in investing activities Cash flow from financing activities Capital increase Dividend paid Interest on equity Net cash used in financing activities (23,324) (47,659) (27,494) (23,324) (24,886) 32,403 (55,703) (23,300) 258,230 (55,703) 202,527 308,562 (28,000) (39,216) 241,346 32,403 (55,703) (23,300) 258,230 (55,703) 202,527 Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period (31,883) 131,581 99,698 (243,793) 343,491 99,698 230,934 112,557 343,491 (31,883) 131,581 99,698 (243,793) 343,491 99,698 See accompanying notes 7 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements December 31, 2013 and 2012 (In thousands of reais) 1. Operations Banco de Desenvolvimento de Minas Gerais S.A. - BDMG, a privately-held corporation, is a government-owned company controlled by the State of Minas Gerais and governed by the Brazilian Corporation Law, by a relevant regulation of the National Financial System, and by an applicable legislation as established by the Government of Minas Gerais. BDMG's activities, base of its corporate purpose, are associated with the social and economic development of the State of Minas Gerais. Within this focus, it carries out development bankrelated activities in accordance with the rules established by the National Monetary Board (CMN) and acts as a financial agent for funds constituted by the State to finance programs and projects that foster development in the State of Minas Gerais. BDMG is also a financial agent and/or manager of other funds which do not belong to the State, as they finance projects in Minas Gerais, promoting its development. The Bank provides advisory services and technical assistance to the State Direct and Indirect Management and creates opportunities for the establishment and expansion of companies that are significant for the development of the State of Minas Gerais by investing in these companies through its wholly owned subsidiary BDMGTEC PARTICIPAÇÃO S.A., established in 2012 in compliance with the Constitution of the State of Minas Gerais. 2. Basis for preparation and presentation of financial statements (a) Basis of preparation The Bank’s Board of Directors approved the issue of the 2013 financial statements on February 26, 2014. Preparation of financial statements requires that management, to the best of its judgment, estimate and adopt assumptions that affect the unrealized assets, liabilities, revenues, costs and expenses. The settlement of transactions involving these estimates may result in amounts significantly different from those recorded in the financial statements due to uncertainties inherent in the estimate process. The financial statements were prepared based on accounting practices adopted in Brazil, in light of the accounting guidelines contained in the Corporation Law No. 6404/76, as amended by Law No. 11638/07 and Law No. 11941/09, associated with standards and instructions of the Brazil Monetary Council (CMN) and Central Bank of Brazil (BACEN). 8 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 2. Basis for preparation and presentation of financial statements (b) Basis of consolidation The financial statements for 2013 were prepared on a consolidated basis, based on the Brazilian Accounting Standard (NBC TG 36) - Consolidated financial statements, and include the financial statements of the Bank and that of its wholly owned subsidiary, the nonfinancial company BDMGTEC PARTICIPAÇÃO S.A.. The tables in the explanatory notes related to the individual information of BDMG are presented under the Bank and are presented under the Consolidated when include data of BMDG and BDMGTEC. The following procedures were complied with in the consolidation: - the individual financial statements of the Bank and BDMGTEC for 2013 were prepared at December 31, 2013; - the same policies and practices were adopted, when applicable for both entities - the sole transaction recorded between the entities refers to investments of the Bank in the capital of its wholly owned subsidiary; - the equity between the two entities calculated the following adjustment, in December 2013, which was recorded by the Bank under the revenue account: Equity of BDMGTEC at 12/31/2013 Investments of BDMG in BDMGTEC Equity pickup adjustment R$ 68,085 65,545 2,540 In 2012, when BDMGTEC was established, its financial statements and those of the Bank were not consolidated, since the duration of the subsidiary was subject to how long it has been a noncontrolling shareholder in a sole company or companies of the same economic group of which it participates. This condition, provided for in the Articles of Incorporation of BDMGTEC, was a determining factor for BDMG to record its wholly owned subsidiary as a temporary investment under Equity Interest of the subgroup Long-term receivables. Subsequently, aiming to adopt new alternatives to promote economic and social development of the State, the articles of incorporation of BDMGTEC was amended in order to allow for in its participation in companies significant to the State. This amendment became effective in December 2013, when BDMGTEC started to participate in the capital of a second company. This fact caused the accounting record of the Equity Interest account to change to an investment account of the subgroup Permanent assets and, consequently, the consolidation of the financial statements for 2013 also changed. 9 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (a) Determination of profit and loss (P&L) Revenues and expenses are calculated on the accrual basis for the year, and are adjusted according to the attributable amount of income and social contribution taxes on taxable profit and, where applicable, by deferred income and social contribution taxes, which will be recovered or demanded in following years, except for profit on renegotiated loans posted to P&L on a cash basis, as determined by Resolution CMN/BACEN 2682/1999. (b) Cash and cash equivalents These comprise cash and cash equivalents in local and foreign currency and short-term interbank investments maturing on their effective investment date within no more than 90 days, which are used by BDMG for short-term commitment management. (c) Short-term interbank investments These are stated at cost of acquisition, plus yields earned on a pro-rata basis up to the balance sheet date, less valuation allowances, where applicable. (d) Marketable securities As per BACEN Circular Letter No. 3068/2001 and supplementary regulations, marketable securities, according to management’s intentions to trade them, will be classified in light of the following criteria: (i) Held-for-trading securities – these include marketable securities acquired to be frequently and actively traded, accounted for at market value, with profit and losses on these securities, either realized or not, recorded directly in P&L for the year. (ii) Available-for-sale securities – these include marketable securities used as part of a strategy to manage cash flow. These securities are accounted for at market value, their intrinsic yields are (security curve) recognized in P&L for the year, and profit and loss from changes in market value, still not realized, are recorded in Equity Valuation Adjustment under the Equity account, net of related tax effects. Profit and loss, when realized, are recorded in P&L for the year upon specific identification on the trade date, matched against equity, net of related tax effects. 10 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (d) Marketable securities (Continued) (iii) Held-to-maturity securities – these include marketable securities that management intends and has the financial ability to hold to maturity, which are recorded at cost of acquisition, plus intrinsic yields that are recognized in P&L for the year. The financial capacity is defined by cash flow projections, disregarding the possibility of advanced redemption of said securities. Decreases in the market value of available-for-sale and held-to-maturity marketable securities below their corresponding costs, related to reasons not considered to be temporary, are reflected in P&L as realized losses. (e) Derivative financial instruments The BDMG started to operate with derivative financial instruments as of October 2013, through the use of swaps to mitigate the exposure arising from the risk of fluctuation of US dollar exchange and interest rate levied on external financing taken out in the second half of 2013. As presented in Note 7, derivatives are recorded at fair value, in addition these derivatives will be recorded as assets when positive and as liabilities when negative, with the fair value variations recorded in the income statement. The risk management and monitoring of these transactions are in compliance with the Bank’s policies and strategies for the adoption of the hedging transactions. (f) Loans and other current assets and long-term receivables These are stated at realizable values, including, where applicable, yields earned on a pro rata basis, deducted of the corresponding unearned income. Allowance for loan losses is set up based on the criteria defined by Resolution CMN/BACEN No. 2682/1999, and takes into consideration loan risk classification and maturity. Revenues from loan and lease transactions overdue for more than 59 days, regardless of their risk level, are only recognized when they are effectively received. 11 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (f) Loans and other current assets and long-term receivables (Continued) Renegotiation transactions are maintained, at least, at the same risk level in which they had been classified prior to the renegotiation. Also, the renegotiated transaction is reclassified to a lower risk category upon the occurrence of material facts that justify the change of risk level. Loans that had already been written off against the respective allowance and recorded in memorandum accounts, if renegotiated, are classified under level “H” and any gains arising therefrom are only recognized as revenue when they are effectively received. (g) Permanent assets Permanent assets (property and equipment, intangible assets and deferred charges) are presented at acquisition cost, net of the respective accumulated depreciation and amortization and adjusted by impairment, if the test annually held indicates that their book value exceeds their recoverable value. Depreciation of property and equipment in use, amortization of deferred charges, and amortization of intangible assets are calculated under the straight-line method at the rates mentioned in items (b), (d), and (e) of Note 11, respectively. The permanent asset of investments is recognized at cost and, as from December 2013, the subsequent measurement is performed by the equity method if due. According to this method, the book value of the investment is increased or decreased to recognize the portion of the controlling company under the subsidiary’s profit or loss. (h) Current liabilities and long-term payables These are stated according to known or calculable values, and, whenever applicable, the charges incurred on a pro rata basis. 12 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (i) Operations in foreign currencies Asset and liability balances of operations in foreign currencies are translated into the domestic currency (R$), which is also the functional currency of the Bank at the sales exchange rate at the balance sheet date. (j) Income and social contribution taxes Provision for income tax is set up at the base rate of 15% of taxable profit, plus surtax of 10%, and provision for social contribution tax on net income is calculated at 15% of taxable profit. The Bank does not have tax effects arising from the Transition Tax Regime (RTT) provided for by Law No. 11941/2009, which resulted from Provisional Executive Order (MP) No. 449/2008. The Brazilian IRS Revenue Procedure (IN RFB) No. 1397 was published on September 17, 2013, and the Provisional Executive Order (MP) No. 627 was published on November 12, 2013: (i) repealing the Transition Tax Regime (RTT) as of 2015, introducing a new tax regime, (ii) amending the Law Decree No. 1598/77 related to the calculation of legal entity’s income tax and the legislation on the Social Contribution Tax on Net Profit (CSLL). The new tax regime provided for in MP 627 becomes effective as of 2014, if the entity exercises such option. We may highlight some provisions within MP 627 that approach profit sharing and distribution of dividends, tax base on interest on equity and calculation criteria of equity through the term of RTT. The analysis of the adoption of Provisional Executive Order (MP) 627 and Revenue Procedure (IN) 1397 did not identify significant impact on its operations and financial statements for the year ended December 31, 2013, pursuant to interpretation of the current wording. The possible conversion of MP 627 into Law may cause our conclusions to change. (k) Employee benefits The Bank sponsors the following benefits to active and assisted employees: · 13 Private pension plan – supplements the retirement benefit provided by the General Social Security Regime (RGPS). BDMG sponsors defined benefit private pension plans, closed to new members since November 10, 2011, under the variable contribution type. Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (k) Employee benefits (Continued) · Health and dental assistance – this plan offers medical and dental coverage to its participants. BDMG ensures this benefit to participants that subscribe to the plan, the quality of the assets up to 10/10/2009 through partial payment of the monthly contribution. Employees that are part of the health plan as from 10/11/2009 are ensured BDMG sponsorship while active participants or as assisted members, these employees may remain in the plan and liable for the total contribution owed. · Life insurance – BDMG pays part of the group life insurance policy premium. · Voluntary retirement program – On December 14, 2011, BDMG created the Voluntary Resignation Program, which benefits employees who meet the program requirements, conditional upon their retirement by December 31, 2014. · Other benefits – the Bank still grants its active employees benefits arising from profit sharing, in addition to a six-month period maternity leave. The benefits granted by the Bank, except those related to "Other benefits", are accounted for in accordance with the Brazilian Accounting Standards “NBC TG 33 - Employee Benefits, which is based on the accounting procedure issued by Brazilian FASB (CPC) 33 (R1) (IAS 19 issued by International Accounting Standards Board “IASB”). The Brazil’s National Association of State Boards of Accountancy (CFC) Resolution No. 1425/2013 adapted NBC TG 33 to include the amendments of the revised CPC 33 (R1) and determined it would be adopted as from January 1, 2013. The revised standard requires the: (i) immediate recognition of actuarial gains and losses of post-employment benefits being recorded against equity; and, (ii) calculation of net interest based on the adoption of discount rate on the balance of net liabilities of active members. The information on the accounting of employee benefits, pursuant to NBC TG 33, is detailed in Note 28. 14 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (k) Employee benefits (Continued) The changes arising from the adoption of CPC 33 (R1) as from January 2013 had to be disclosed in the financial statements of 2012 in order to meet the requirements of NBC TG 23 (NBC T 19.11) – Accounting Policies, Changes in Accounting Estimates and Errors, based on which the adjustments made to the financial statements for the year must be considered in the previous year in order to allow the comparability of information. The financial statements of BDMG at 12/31/2012 are presented in the following table with the adjustments made due to the adoption of NBC TG 33: · Balance sheets Balances originally disclosed Assets Current assets Cash Short-term interbank investments Marketable securities Loans Lease transactions Other receivables (b) Other amounts and assets Noncurrent assets Long-term receivables Short-term interbank investments Marketable securities Loans Lease transactions Other receivables (b) Other amounts and assets Permanent assets Investment Property and equipment (P&E) in use Lease property and equipment Intangible assets Deferred charges Total assets 15 953,739 1,158 342,333 583,420 (109) 26,719 218 2,657,843 2,630,590 204,422 2,148,059 255,337 22,772 27,253 487 22,869 644 3,223 30 3,611,582 12/31/2012 Effects of NBC TG 33 adoption 2,893 2,893 36,390 36,390 36,390 39,283 Adjusted balances 956,632 1,158 342,333 583,420 (109) 29,612 218 2,694,233 2,666,980 204,422 2,148,059 291,727 22,772 27,253 487 22,869 644 3,223 30 3,650,865 Balances originally disclosed 775,020 1,224 292,379 21,641 437,239 (114) 22,521 130 2,064,922 2,039,054 100,179 135,619 1,575,344 (33) 227,945 25,868 607 23,086 1,019 923 233 2,839,942 01/01/2012 Effects of NBC TG 33 adoption 2,991 2,991 19,464 19,464 19,464 22,455 Adjusted balances 778,011 1,224 292,379 21,641 437,239 (114) 25,512 130 2,084,386 2,058,518 100,179 135,619 1,575,344 (33) 247,409 25,868 607 23,086 1,019 923 233 2,862,397 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (k) Employee benefits (Continued) · Balance sheets (Continued) Balances originally disclosed Liabilities Current liabilities Deposits Local onlending – Official institutions Funds obtained in the open market Other liabilities (a) Noncurrent liabilities Funds from exchange acceptance and issue of securities Local onlending – Official institutions Other liabilities (a) Deferred income Equity Capital Capital of parties domiciled in Brazil (Unrealized capital) Income reserves Equity adjustments (c) Total liabilities and equity (a) (b) (c) 16 12/31/2012 Effects of NBC TG 33 adoption Adjusted balances Balances originally disclosed 01/01/2012 Effects of NBC TG 33 adoption Adjusted balances 401,241 59,493 276,301 65,447 1,732,210 6,105 6,105 190,087 407,346 59,493 276,301 71,552 1,922,297 431,089 100,184 238,700 5,012 87,193 1,252,067 7,125 7,125 43,069 438,214 100,184 238,700 5,012 94,318 1,295,136 351,267 1,056,244 324,699 7,967 1,470,164 190,087 (156,909) 351,267 1,056,244 514,786 7,967 1,313,255 948,004 304,063 6,053 1,150,733 43,069 (27,739) 948,004 347,132 6,053 1,122,994 1,456,157 (22,772) 29,227 7,552 (156,909) 1,456,157 (22,772) 29,227 (149,357) 1,087,715 62,196 822 (27,739) 1,087,715 3,611,582 39,283 3,650,865 2,839,942 22,455 2,862,397 The adjustments recorded in Assets under "Other receivables" refer to tax credit mainly generated in the recognition of actuarial losses (Note 9). The adjustments recorded in Liabilities under "Other obligations" refer to the recognition of actuarial losses of defined benefit plans and of cost of services communicated by the health plan arising from the adoption of revised the NBC TG 33 (explanatory notes Nos. 15 and 28). The adjustments recoded under Equity refer to the effect of recognition of actuarial losses and cost of services communicated by the health plan net of tax credit. 62,196 (26,917) Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (k) Employee benefits (Continued) · Statements of operations for the year Income from financial intermediation Trading expenses Gross profit on financial intermediation Other operating expenses Operating income (expenses) Non-operating income (expense) Income before income taxes on profit sharing Corporate Income Tax (IRPJ) and CSLL provision Statutory profit sharing Net income for the year Balances originally disclosed 353,964 (149,376) 204,588 (99,901) 104,687 (2,752) 101,935 (25,940) (4,641) 71,354 2012 Effects of the adoption of NBC TG 33 3,822 3,822 3,822 3,822 Adjusted balances 353,964 (149,376) 204,588 (96,079) 108,509 (2,752) 105,757 (25,940) (4,641) 75,176 · Cash flow statements Net income before taxes and profit sharing Depreciation and amortization Establishment of allowances and contingent liabilities, net Setting up of allowance for loan losses Reversal of valuation allowance Loss from disposal of assets not in use Allocation of deferred income Recovery of loans written off to losses Revenue from monetary restatement of long-term loans Adjusted net income Changes in assets and liabilities 17 Balances originally disclosed 101,935 3,232 25,744 56,118 (752) (283) (3,516) (10,529) (14,961) 156,988 2012 Effects of the adoption of NBC TG 33 3,822 (3,822) - Adjusted balances 105,757 3,232 21,922 56,118 (752) (283) (3,516) (10,529) (14,961) 156,988 (139,906) - (139,906) Net cash provided by operating activities 17,082 - 17,082 Net resources used in investing activities (27,494) - (27,494) Net cash used in financing activities 241,346 - 241,346 Net increase in cash and cash equivalents 230,934 - 230,934 Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 112,557 343,491 - 112,557 343,491 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (k) Employee benefits (Continued) · Statements of changes in equity Capital Balances at December 31, 2012 - published Effects of NBC TG 33 adoption Balances at December 31, 2012 -adjusted Balances at January 1, 2012 - published Effects of NBC TG 33 adoption Balances at January 1, 2012 -adjusted 18 Income reserve – legal Unpaid capital reserve Capital increase Income reserve retained earnings Adjustment to Other equity valuation available-forsale securities adjustment Retained earnings Total 1,456,157 - (22,772) 28,656 571 7,552 - - 1,470,164 1,456,157 - (22,772) 28,656 571 7,552 (156,909) (156,909) - (156,909) 1,313,255 1,087,715 - - 25,088 37,108 822 - - 1,150,733 1,087,715 - - 25,088 37,108 822 (27,739) (27,739) - (27,739) 1,122,994 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 3. Summary of significant accounting practices (Continued) (l) Contingent assets and liabilities and legal obligations Recognition, measurement, and disclosure of contingent assets and liabilities and legal obligations observe Accounting Pronouncement CPC 25, issued by the Brazilian FASB (CPC), and follow the criteria below: (i) Contingent assets – these are only recognized in financial statements upon existence of evidence guaranteeing their realization, on which no further appeals can be filed. (ii) Contingent liabilities – are recognized in the financial statements when, based on the opinion of legal advisors and management, the risk of an unsuccessful outcome of a legal or administrative suit is considered probable, implying a probable cash outflow for their settlement, and when the amounts involved can be measured reliably. Contingent liabilities classified by the legal advisors as possible losses will solely be disclosed in the notes to financial statements, whereas liabilities classified as remote losses will not be disclosed and do not require accrual or disclosure. (iii) Legal obligations – these refer to litigation aimed to challenge the legality and/or constitutionality of certain taxes and contributions. The amount under dispute is measured, recorded and adjusted on a monthly basis. (m) Employee profit sharing Profit sharing is defined in a collective agreement and also by complying with the Goal Plan, and is accrued based on the percentage on P&L and adjusted at the end of the year after the calculation of income for the year and assessment of achievement of goals. (n) Related parties The disclosure in notes to the financial statements regarding related parties is in compliance with the CMN/BACEN Resolution No. 3750/2009, which established that financial institutions should comply with the Accounting Pronouncement CPC 05 – Disclosure of Related Parties for Financial Institutions. This Pronouncement provides for the mandatory disclosure of transactions between the Bank and its related parties that may affect its equity, financial situation and P&L. Legal entities and individuals that fall under the internal BDMG resolution No. 209/2009 are considered Bank’s related parties. The related parties with which the Bank performed transactions are mentioned in note No. 22. (o) Earnings per share Calculated based on the number of outstanding shares at the balance sheet date. 19 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 4. Cash and cash equivalents Bank and Consolidated 2013 71,483 28,215 99,698 Cash Short-term interbank investments Total Bank 2012 1,158 342,333 343,491 At December 31, 2013, the total of R$71,483 in cash includes R$70,260 in foreign deposit as a result of the arising from the approval of R$ 30,000 in December related to the third tranche of external financing contracted by BDMG with Corporación Andina de Fomento (CAF). 5. Short-term interbank investments Bank and Consolidated 2013 Investments in repurchase agreements Self-funding position Financial treasury bills Investments in Interbank deposits Allowances Total - Current 28,215 11,727 (11,727) 28,215 Bank 2012 342,333 11,727 (11,727) 342,333 The allowance for losses arises from the investment in interbank deposit issued by an institution currently under bankruptcy. Maturity dates of interbank deposits are as follows: Overdue National Treasury Bill (LFT) Interbank deposit certificate (CDI) Allowance 2013 2012 20 11,727 (11,727) - Up to 30 days 28,215 28,215 342,333 Total 28,215 11,727 (11,727) 28,215 342,333 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 6. Marketable securities a) Portfolio breakdown At December 31, 2013, the portfolio of marketable securities comprises the following securities: Bank Number Unrestricted securities - Financial treasury bills - National Treasury Notes - Debentures - Bank deposit certificates (CDB) Fund shares: - Emerging companies (FIEE) - Equity interest (FIP) - Credit rights (FDIC) - Investment warranty (FGI) Subtotal: Unrestricted securities Restricted securities - Repurchase agreements National Treasury Notes - Central Bank (Capital increase) National Treasury Notes Subtotal: Restricted securities Total Current Noncurrent 21 2013 Curve value 2012 Market value Number Curve value Market value Consolidated 2013 Market Curve value value 89,058 52,000 - 207,566 83,364 25,654 - 207,418 72,122 25,654 - 69,958 19,744 - 110,615 69,149 - 110,578 82,832 - 207,566 83,364 25,654 32,133 207,418 72,122 25,654 32,133 71 4,193,180 1,700 233,806 1,022 5,085 9,998 279 332,968 1,022 5,085 9,998 279 321,578 71,25 3,344,014 1,000 103,059 1,038 2,839 7,021 114 190,776 1,038 2,839 7,021 114 204,422 1,022 5,085 9,998 279 365,101 1,022 5,085 9,998 279 353,711 20,460 50,097 47,062 - - - 50,097 47,062 14,200 40,890 90,987 423,955 - 33,456 80,518 402,096 41,665 360,431 - 190,776 - 204,422 204,422 40,890 90,987 456,088 - 33,456 80,518 434,229 73,798 360,431 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 6. Marketable securities (Continued) b) Marketable securities classification Considering the Bank’s financial capacity and intention, the marketable securities portfolio is classified into the categories established by BACEN Circular No. 3068/2001, as under: Bank Category Available for sale (i) Held to maturity (ii) Total 12/31/2013 Curve Market value value 398,301 376,442 25,654 25,654 423,955 402,096 12/31/2012 Curve Market value value 190,776 204,422 190,776 204,402 Consolidated 12/31/2013 Curve Market value value 430,434 408,575 25,654 25,654 456,088 434,229 (i) Securities classified as available for sale. Except for debentures, all securities in the Bank’s portfolio are classified as available for sale. At December 31, 2013, unrealized losses arising from adjustment at market value with these securities totaled R$ 21,859 (12/31/2012 – gain of R$ 13,646). The marked to market of BDMG government bonds, classified as available for sale, considers the quotes disclosed by the Brazilian Financial and Capital Markets Association (ANBIMA) for the aftermarket of these securities. BDMGTEC securities, classified as available for sale, present the same value due to the remuneration method that ensures daily liquidity with remuneration being paid per instrument. 22 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 6. Marketable securities (Continued) b) Marketable securities classification (Continued) (ii) Reclassification of securities held to maturity. In September 2013, the Bank acquired 25 debentures not convertible into shares maturing on 01/23/2018. Those debentures classified as securities held to maturity were contracted through a direct negotiation with the issuing entity. These debentures essentially correspond to a form of financial support and investment. Due to the characteristics of the operations, debentures are being evaluated pursuant to CMN/BACEN Resolution No. 2.682/99. Thus, the curve value presented in previous tables reflects the acquisition value, increased of pro-rata remuneration of the security and decreased of the allowance arising from the credit risk assessment of the issuer. At December 31, 2013 the curve value of debentures was calculated as under: Acquisition value at 09/30/2013 Financial charges recorded at 12/31/2013 Curve value at 12/31/2013 Allowance arising from credit risk evaluation of the issuer Curve value at 12/31/2013, adjusted by the allowance of credit risk c) Marketable securities are distributed according to the following maturity dates: Federal government bonds Debentures Investment fund shares CDB Total at 12/31/2013 Total at 12/31/2012 23 R$ 25,062 851 25,913 (259) 25,654 Bank Over 360 days 360,057 25,654 16,385 402,096 204,422 Total 360,057 25,654 16,385 402,096 204,422 Consolidated Over 360 days Total 360,057 360,057 25,654 25,654 16,385 16,385 32,133 32,133 434,229 434,229 - Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 6. Marketable securities (Continued) d) Following are the changes in amounts accounted for in the equity account "Equity valuation adjustments" for the period, which includes adjustments of available-for-sale securities: Bank and Consolidated Balance at December 31, 2012 Adjustment in the six-month period ended June 30, 2013 Adjustment in the six-month period ended December 31, 2013 Balance at December 31, 2013 Unrealized income (loss) 13,646 (23,542) (11,963) (21,859) Tax effects (6,094) 10,512 5,342 9,760 Mark-to-market adjustment 7,552 (13,031) (6,620) (12,099) 7. Derivative financial instruments Because the Bank took out the external loan in the second half-year of 2013, it sought hedging against risk exposures from exchange risk variation (US dollar) and from international interest rates (libor+spread) levied on funds already available at the Bank through the use of derivative instruments. Thus, swap derivatives have been contracted to hedge each one of the tranches of external funds available to Brazil (Note 13). They have been jointly structured to enable the transfer of final risk associated with external fund raising to reais (functional currency) indexed to a CDI percentage. In the accounting of these transactions, the Bank used the hedge accounting structure in the market risk category to neutralize the effects on its P&L arising from the fluctuation generated by the difference in accounting valuation of products involved therein: fund raising valued by the curve and mark-to-market (MTM) derivatives. In accordance with BACEN Circular 3082/2001, the Bank has documentary evidence related to the hedged risk, which comprises the management of these risks in accordance with risk control policies, the establishment of strategies, definition of limits and alternatives to continuously monitor the effectiveness of the hedge instrument transactions. 24 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 7. Derivative financial instruments (Continued) The table shows data of hedged foreign funding: Funding 1 2 Total Date Beginning 9/27/2013 11/25/2013 Maturity 9/27/2023 10/23/2023 Foreign currency US$ thousand 15,000 30,000 45,000 Bank and Consolidated R$ at 12/31/2013 Index Cost Market Libor+3.65% 35,503 39,305 Libor+3.65% 70,815 78,482 106,318 117,787 Mark-to-market adjustment 3,802 7,667 11,469 The hedge instrument adopted in each funding transaction consisted in the combination of two swap agreements negotiated under the same funding terms (similar beginning dates, maturity and notional value) and linked to each settlement (interest or amortization + interest) of funding, recorded in Center of Securities Financial Custody and Settlement (CETIP), as under: First swap: Assets Liabilities Second swap: Assets Liabilities USD + Libor + spread USD + spread USD + spread BRL + % CDI The hedge transaction was structured to allow for the corresponding hedge instrument to be adjusted at each payment of interest and/or amortization of external loan throughout the period of each hedged funding. The status of derivative financial instruments in December 2013 is shown below: Bank Swap agreements Long position Foreign currency Notional value (Memorandum account) 204,357 Amount receivable (Equity account) 13,282 Mark-to-market adjustments (P&L) 9,555 Curve value 3,727 The Bank monthly tests the effectiveness of its hedge accounting transactions through the comparison of: (i) market value balance of hedge instrument (balance indexed to foreign currency plus interest at libor plus fixed rate) with (ii) market value balance of hedge underlying object (market value balance of the hedge underlying object). The balance to be considered will be the one as from the beginning or the last payment of interest/amortization (whichever takes place first). 25 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 7. Derivative financial instruments (Continued) The mark to market of the hedged portion issued abroad that remained in the country totaled R$117,788 at 12/31/2013. The mark to market of the swap’s long position totaled R$ 117,703 at 12/31/2013. Due to match of future flows of the underlying hedge object and of the swap’s long position, the effectiveness of the transaction remained close to 100%. 8. Loans, leases, and loan-like receivables BDMG receivables portfolio comprises loans related to financing of development projects and/or conditions related thereto, finance lease transactions, and loan-like receivables composed of time sales of assets not in use. Breakdown of BDMG receivables portfolio is as follows: Bank and Consolidated 2013 Receivables portfolio Loans Loan-like receivables – time sales of assets not in use Total Total amount 4,147,555 Allowance (170,289) Net value 3,977,266 Bank 2012 Net value 2,731,479 4,147,555 (170,289) 3,977,266 196 2,731,675 The lease transactions, all lease back, were settled in the first half of 2013. At December 31, 2012, the balance of lease transactions adjusted to present value totaled R$ 111 and was constituted allowance for the full amount. At December 31, 2013, out of R$ 4,147,555 (2012 - R$ 2,873,218) regarding loan transactions, R$ 1,999,164 (2012 - R$ 1,436,375) were granted from own funds, and R$ 2,148,391 (2012 - R$ 1,436,843), originally, from on-lending funds received from other financial institutions. 26 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 8. Loans, leases, and loan-like receivables (Continued) (a) Classification by product and by activity sector Loans Industry Trade Other services Financing – private sector Industry Trade Other services Rural and agro-industrial Financial Individuals Financing – public sector Local direct and indirect management Lease transactions (i) Other loan-like receivables Subtotal Allowance for loan losses Loans Lease transactions Other receivables Total Current Noncurrent (i) The balance stated is adjusted to present value. 27 Bank and Consolidated 2013 1,094,567 541,347 241,239 311,981 2,503,382 1,556,772 101,441 455,350 361,933 19,205 8,681 549,606 549,606 4,147,555 (170,289) (170,289) 3,977,266 912,857 3,064,409 Bank 2012 540,420 282,527 176,496 81,397 1,797,000 1,038,520 309,264 337,767 76,525 25,150 9,774 535,251 535,251 111 436 2,873,218 (141,543) (141,192) (111) (240) 2,731,675 570,570 2,161,105 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 8. Loans, leases, and loan-like receivables (Continued) (b) Classification by term and risk levels Risk level AA A B C D E F G H Total 1,514,763 710,901 874,641 833,292 86,664 60,957 13,684 7,208 45,445 4,147,555 Overdue 488 1,964 1,021 2,588 991 892 6,827 14,771 From 15 to 90 94,604 34,063 67,359 48,171 6,204 4,311 1,446 1,213 4,224 261,595 Bank and Consolidated 2013 Falling due by day of maturity from 361 From 1,081 From 1,801 From 91 to 360 to 1,080 to 1,800 to 5,400 145,776 475,439 244,453 554,491 174,486 234,918 118,677 148,756 115,999 357,751 161,021 172,023 199,080 330,225 123,184 130,668 17,824 39,427 11,214 10,974 12,935 24,769 10,534 5,820 5,044 5,852 351 1,417 3,146 540 10,334 12,472 4,690 6,898 682,895 1,483,999 674,664 1,029,630 Bank 2012 Over 5,400 1 1 Total 1,336,633 442,078 481,266 376,525 143,341 41,864 3,136 2,788 45,587 2,873,218 (c) Classification by risk level and allowance Bank and Consolidated Risk AA A B C D E F G H % 0.0 0.5 1.0 3.0 10.0 30.0 50.0 70.0 100.0 Portfolio 1,514,763 710,901 874,641 833,292 86,664 60,957 13,684 7,208 45,445 4,147,555 2013 Allowance for credit risks at minimum required percentage 3,555 8,746 24,999 8,666 18,287 6,842 5,046 45,445 121,586 Bank 2012 Allowance for loan losses 48,703 3,555 8,746 24,999 8,666 18,287 6,842 5,046 45,445 170,289 Portfolio by 1,336,633 442,078 481,266 376,525 143,341 41,864 3,136 2,788 45,587 2,873,218 Allowance for loan losses 47,224 2,210 4,813 11,296 14,334 12,559 1,568 1,952 45,587 141,543 Up to November 2005, loan transactions regarding PESA (Rural Credit, under Resolution CMN/BACEN No. 2471/1998) were classified into level H. Beginning November 2005, BDMG management rated such transactions as AA. This risk reclassification considered particularities of these transactions in relation to the credit risk mitigated through security interest represented by public bonds. The Bank sets up a supplementary allowance for loan losses, which is computed based on the difference between the restated principal balance of reclassified loan transactions and present values of securities guaranteeing them. At December 31, 2013, supplementary allowance amounted to R$ 48,703 (2012 – R$ 47,224). 28 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 8. Loans, leases, and loan-like receivables (Continued) (d) Changes in allowance for loan losses for the year: Opening balance Establishment of allowance, net of reversals Write-off of loans as losses Closing balance Bank and Consolidated 2013 141,543 48,898 (20,152) 170,289 Bank 2012 116,652 56,118 (31,227) 141,543 Bank 2012 218,322 88,196 10,797 8,668 5,335 48 2,172 333,538 (12,199) 321,339 29,612 291,727 Consolidated 2013 192,583 92,240 11,119 16,807 9,494 24 2,407 324,674 (12,348) 312,326 45,563 266,763 9. Other receivables Tax credits (a) Escrow deposits (b) Bonds and credits receivable (c) Sundry receivables – Local (d) Income receivable (e) Recoverable taxes Other Subtotal Allowance for loan losses (f) Total Current Noncurrent 2013 192,583 92,240 11,119 16,807 9,494 22 2,407 324,672 (12,348) 312,324 45,561 266,763 a) Income and social contribution tax credits on net profit have been determined and recorded as stated in Note 19 (a). b) The deposits in guarantee shows records of deposits related to legal inquiries, particularly of tax and legal nature, stated in Note 15 (a), in which the relationship between judicial deposits and their corresponding legal inquiries is mentioned. c) Bonds and credits receivable correspond to remuneration payable by National Treasury Department (STN) due to renegotiations grounded on laws, regarding rural credit transactions taken out with funds arising from STN. d) The balance of Sundry receivables refers to goods whose fiduciary property has already been consolidated by BDMG under Law No. 9514, article 27. 29 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 9. Other receivables (Continued) e) Income receivable substantially comprises remuneration receivable, net of corresponding allowance, on loan transactions with development funds managed by BDMG. Remuneration matures upon maturity of installments taken out and its allowance is set up on amounts recorded, based on a percentage related to the risk level in which the transaction from which the remuneration resulted is classified. This classification is based on a policy adopted by the Bank to extend the same criteria established in Resolution CMN/BACEN No. 2682/1999 for loans in BDMG own portfolio to transactions financed through the funds it manages. f) The allowance for loan losses totaled R$ 12,348 (2012 – R$ 12,199) is set up mainly to cover notloan-like transactions, of which R$ 12,302 (2012 - R$ 11,914) refer to amounts to be refunded by STN. STN has not formally expressed itself on the amounts and settlement date of such liabilities. The allowance, set up based on the uncertainty as to realization term of such receivables, comprises R$ 11,077 (2012 - R$10,797) regarding remuneration and R$ 1,225 (2012 - R$ 1,117) regarding the amount payable for rural financing interest rate equalization. 10. Other assets Bank 2013 Equity interest (i) Other Total Current Noncurrent 890 890 165 725 2012 22,772 218 22,990 218 22,772 (i) The amount of R$ 22,772 recorded equity interest in 2012 concerned the Bank’s capital payment in the subsidiary BDMGTEC Participações S.A. In December 2013, such equity interest started to be recorded as investment in under the subgroup Permanent assets as reported in Note 2 (b). 30 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 11. Permanent assets (a) Investment Bank 2012 2013 BDMGTEC Participações S.A. Equity interest Other Total 68,085 487 68,572 Consolidated 2013 487 487 35,950 487 36,437 (b) Property and equipment in use Properties Facilities, furniture and equipment Data processing system Other Construction in progress Total Depreciation rate % p.a. 4 10 20 10 - Bank and Consolidated 2013 Accumulated Cost depreciation Net value 40,996 (23,296) 17,700 5,654 4,256 598 1,604 53,108 (4,477) (2,960) (505) (31,238) 1,177 1,296 93 1,604 21,870 Bank 2012 Net value 19,566 1,570 1,320 106 307 22,869 (c) Lease property and equipment Cost Leased assets - Bank and Consolidated 2013 Accumulated Excess depreciation depreciation - Bank 2012 Net value - Net value 644 The Bank’s lease transactions were fully settled in the first half of 2013. (d) Deferred charges Amortization rate % p.a. Expenses on acquisition and logistics development 20 Cost 1,610 Bank and Consolidated 2013 Accumulated amortization Net value (1,610) Bank 2012 Net value - 30 Pursuant to Resolution CMN/BACEN No. 3617/2008, deferred charges will be held to their effective realization. 31 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 11. Permanent assets (Continued) (e) Intangible assets Intangible assets Amortization rate % p.a. 20 Bank and Consolidated 2013 Accumulated Cost amortization Net value 6,631 (1,576) 5,055 Bank 2012 Net value 3,223 Pursuant to Resolution CMN/BACEN No. 3642/2008 and Circular Letter BACEN No. 3357/2008, as from December 2008 BDMG started to record the items intended for maintenance of the Bank as intangible assets. 12. Funding - domestic The funds raised in Brazil breakdown as under: Interbank deposits (i) Obligations linked to repurchase agreements (ii) Issue of financial bills (iii) Total Current Noncurrent (i) Bank and Consolidated 2013 R$ 50,902 45,033 469,490 565,425 45,033 520,392 Bank 2012 R$ 59,493 351,267 410,760 59,493 351,267 Interbank deposits The renewed the interbank deposit R$50,000, overdue in the last quarter of 2013, with maturity in the second half of 2015. (ii) Obligations linked to repurchase agreements In December 2013, the Bank performed repurchase agreements backed by government bonds of its own portfolio. 32 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 12. Funding – domestic (Continued) (iii) Financial bills Following are the balances at December 31, 2013 of funding through the issue of financial bills: Bank and Consolidated 2013 Amount Number R$ Maturity 12/17/2015 500 100,367 12/17/2017 1,250 265,431 5/9/2016 275 83,651 12/23/2016 100 20,041 2,125 469,490 469,490 Issue type Public Private Total Current Noncurrent Number 500 1,250 1,750 Bank 2012 Amount R$ 100,272 250,995 351,267 351,267 Maturity 12/17/2015 12/17/2017 The issue of financial bills is in compliance with CMN Resolution No. 4.143/2012, which authorized the issue of these bonds by development banks. 13. Foreign borrowings In September 2013, BDMG contracted a financing of US$ 100 million dollars with Corporación Andina de Fomento - CAF, subject to Libor interest rate plus 3.65% p.a. and maturity of ten years, to be released in tranches of different amounts. Following are the tranches released at December 31, 2013: Tranche Date 9/27/2013 10/21/2013 12/19/2013 Total Current Noncurrent USD thousand 15,000 30,000 30,000 75,000 Bank and Consolidated Amount in R$ Status Amortized Market of the funds cost value 35,503 39,305 Available in Brazil 70,815 78,482 Available in Brazil Deposited abroad (current amount of foreign 70,354 70,354 currency) 176,672 188,141 1,022 187,119 The market value calculated for funds already available in Brazil is a result of the hedge accounting criteria for the accounting of derivative instruments used to hedge the Bank from currency fluctuations and contractual charges related to these funds. 33 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 14. Local onlending – Official institutions These liabilities correspond to balances of resources obtained from official programs and funds passed on to finance ventures in the state of Minas Gerais. Principal and charges are payable through 2028, bearing financial charges defined in the operating policies of each agency or fund passing on those resources. The balances of these obligations are summarized below: BNDES (i) FINAME (ii) BNB (iii) National Treasury Total Current Noncurrent Bank and Consolidated 2013 1,118,894 867,124 32,613 14,292 2,032,923 388,266 1,644,657 Bank 2012 787,031 494,501 35,657 15,356 1,332,545 276,301 1,056,244 The BNDES/FINAME system is the main source of on-lending from BDMG to its clients. (i) Brazilian Development Bank (BNDES) funds are mainly to finance long-term investment projects. At December 31, 2013, funds passed on by BDMG arise from the following lines of credit: Credit lines BNDES Automático TJLP BNDES FINEM TJLP BNDES Automático PROGEREN BNDES Exim Pré-embarque BNDES FINEM TJ-462 BNDES Automático TJ-462 BNDES Automático PROCAP-AGRO BNDES Automático Rural Other Total Bank and Consolidated 2013 195,810 136,460 125,940 111,025 82,159 71,274 55,665 23,492 317,069 1,118,894 Bank 2012 188,152 97,649 51,637 54,703 65,813 67,003 36,911 225,163 787,031 The above-mentioned BNDES lines amount to R$ 801,825 at December 31, 2013 (2012 – R$561,868), which is equivalent to 71.7% (2012 – 71.4%) of the balance with BNDES. Financial charges of these lines are determined by the Long-Term Interest Rate (TJLP), plus floating percentage ranging from 0.9% to 4.9% p.a., according to financing objective. Financial brokerage rate of 0.5% p.a. is included in this percentage, where applicable.a. BNDES AUTOMÁTICO PROCAP-AGRO with a fixed financial charge from 3.75% p.a. and 6.5% p.a. is an exception to specified lines 34 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 14. Local onlending – Official institutions (Continued) (ii) Following are the funds raised by BDMG with the Government Agency for Machinery and Equipment Financing (FINAME), which will mainly be used to finance machinery and equipment related to development projects. Credit lines FINAME PSI FINAME PROVIAS FINAME – TJ462 FINAME – TJLP FINAME MODERMAQ Other Total Bank and Consolidated 2013 805,659 26,618 14,342 8,304 1,641 10,560 867,124 Bank 2012 408,078 41,329 16,601 10,145 9,338 9,010 494,501 At December 31, 2013, FINAME lines described above totaled R$ 856,564 (2012 – R$485,491), corresponding to 98.8% (2012 – 98.2%) of BDMG payables to FINAME. Financial charges of the lines included in this subtotal, except for FINAME PSI, are determined by TJLP, plus floating percentage ranging from 0.5% to 2.8% p.a., according to financing objective. Financial brokerage rate of 0.5% p.a. is included in this percentage, where applicable. FINAME PSI line has a fixed financial charge ranging from 0.5% p.a. to 8.3% p.a. (iii) In 2005, Northeast Bank of Brazil (BNB) passed on funds from two different sources to BDMG: from the Inter-American Development Bank (IADB) and the Constitutional Fund for Financing in the Northeast, to be exclusively applied to BNB performance. Funds passed on to BDMG arising from IADB aimed to finance the Market Expansion Program for Small and Medium-Sized Companies in the Northeast of Brazil (PEM), whereas funds arising from FNE were passed on to BDMG to finance production ventures of micro, small, medium, and large farm, manufacturing and agro-industrial producers (individuals and legal entities), commercial and service business, their cooperatives and associations. At December 31, 2013, FNE balance, amounting to R$ 28,657 (2012 - R$31,223), accounts for 87.9% (2012 – 87.5%) of total payable by BDMG to BNB; financial charges of this financing total 10% p.a. 35 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 15. Other liabilities Tax and social security (a) Sundry (b) Social and statutory (c) Financial and development funds (d) Collection and transfers of taxes Total Current Noncurrent Bank and Consolidated 2013 162,024 197,799 19,678 10,140 590 390,231 73,208 317,023 Bank 2012 264,620 312,608 7,938 1,172 586,338 71,552 514,786 Bank and Consolidated 2013 142,893 3,043 11,389 4,699 162,024 10,536 151,488 Bank 2012 217,810 29,331 14,042 3,437 264,620 34,856 229,764 (a) Tax and social security Provision for tax liabilities (i) and (ii) Provision for taxes and contributions Provision for deferred taxes and contributions Taxes and contributions payable Total Current Noncurrent (i) Provision for tax liabilities refers to tax-related liabilities including lawsuits and administrative proceedings pending judgment from Brazilian IRS. These liabilities are monthly restated at SELIC rate. According to BDMG’s P&L projections the expectation considered for their realization is distributed throughout a ten-year period. Following are the changes of provision for tax obligations in the period: Bank Balance at 12/31/2012 Change in Contribution Tax on Gross Revenue for Social Security Financing (COFINS) tax base – Law No. 9718/1998 Change in PIS/PASEP tax base – Law No. 9718/1998 Tax immunity as to FINSOCIAL for the period between December 1986 and March 1990 Other provision and legal obligations Total 36 Provision recorded Bank and Consolidated Reversals/ Restatements Write-offs Balance at 12/31/2013 170,224 12,548 8,652 (100,314) 91,110 41,408 2,037 1,918 - 45,363 4,383 1,795 217,810 39 14,624 113 90 10,773 (100,314) 4,496 1,924 142,893 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 15. Other obligations (Continued) (a) Tax and social security (Continued) (ii) In order to cover the above-mentioned tax proceedings, the Bank has judicial deposits of R$89,413 (2012 – R$81,526), recorded in the balance of R$92,240 (2012 – R$88,196) of the "Other receivables – Escrow deposits" account - Note 9 (b). In the following table are the judicial deposits of ongoing tax proceedings: Change in COFINS tax base – Law No. 9718/1998 Change in PIS/PASEP tax base – Law No. 9718/1998 Tax immunity as to FINSOCIAL for the period between December 1986 and March 1990 Other contingencies and legal obligations Total Bank and Consolidated 2013 Provision Deposits 91,110 38,321 45,363 45,154 4,496 1,924 142,893 4,496 1,442 89,413 Bank 2012 Provision 170,224 41,408 Deposits 34,525 41,235 4,383 1,795 217,810 4,383 1,383 81,526 In the COFINS and PIS/PASEP claims, BDMG seeks to suspend its obligation to pay those contribution taxes, under the terms enacted by Law No. 9718/1998, which, in addition to creating COFINS for financial institutions, increased PIS/PASEP tax base when it is established that revenue comprised both gross operating and non-operating income. Binding by decisions awarded in the claim course, the Bank has made judicial deposits to cover COFINS contributions on revenues from sales. The Bank has been maintaining the provision set up in compliance with the BACEN Circular No. 3429/2010, which determines the recognition in liabilities of financial institutions, until the effective extinguishment of the corresponding tax credits, the tax liabilities. The constitutionality of the laws enforcing the above-mentioned is under judicial discussion. In December 2013, based on study performed by tax advisors, BDMG partially reversed R$100,314 of the provision set up as a result of COFINS proceedings. The partial reversal of this provision is based on constant analysis of the opinion of the advisors concerning the situation of proceeding, which is not subject to the inquiries of constitutionality of Law No. 9718/98, and its likelihood of loss is rated as remote. 37 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 15. Other obligations (Continued) (a) Tax and social security (Continued) BDMG did not set up a provision, pursuant to Note 3 (l), due to the evaluation of legal advisors for the following tax contingencies: · Tax notice, drawn up by the National Institute for Social Security (INSS) in 2006, related to social security. The portion of the tax notice rated as a possible loss at December 31, 2013 totals R$135 (2012 – R$ 131). · Interlocutory Decisions issued by the Brazilian IRS (RFB) on 12/11/2008, which did not approve the offset of income taxes performed in 2004 and 2005. The fine of in the amount of R$569 (2012 – R$569) on the debts not yet offset is rated as a possible loss. · Tax notice, drawn up by the Brazilian IRS in July 2010, is related to payment of income and social contribution taxes. The updated amount of the tax notice is rated as a possible loss and amounts to R$ 7,562 (2012– R$ 7,179). (b) Sundry Bank and Consolidated 2013 Provision for other obligations (i) Provision for payables (ii) Actuarial liabilities (III) Allocation to capital increase (iv) Sundry creditors – domestic (v) Other Total Current Noncurrent 38 47,867 22,929 118,415 287 8,301 197,799 41,378 156,421 Bank 2012 (restated) 54,927 14,825 231,119 3,054 8,147 536 312,608 34,559 278,049 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 15. Other obligations (Continued) (b) Sundry (Continued) (i) Following are the changes of the provision for other obligations in 2013: Bank Balance at 12/31/2012 Charges on reserve requirement with BACEN Co-liability assumed in loans granted to STN Civil claims Labor claims Attorney’s fees Bank and Consolidated Provisions recorded Restatements Write-offs Balance at 12/31/2013 26,493 - 2,178 - 28,671 8,624 6,636 3,806 9,368 54,927 650 285 587 36 1,558 239 4 336 2,757 (4,928) (4,598) (1,849) (11,375) 4,346 2,562 2,548 9,740 47,867 The Bank has R$ 809 (2012 - R$ 1,856) recorded in the account of Other receivables – Escrow deposits - related to deposits made to file appeals regarding labor claims and R$2,018 (2012 – R$ 4,813) to cover the risk of civil proceedings. The labor and civil contingencies whose losses for the Bank were classified as possible, and for which there are no provisions totaled R$96 (2012 – R$188) and R$339 (2012 – R$ 77), respectively, at December 31, 2013. (ii) The provision for future payment is a result of the following commitment: Bank and Consolidated 2013 Vacation, 13 monthly pay and charges thereto Employees’ profit sharing Compliance with State law No.11050/93 and BDMG’s Articles of Incorporation Other Total 39 8,827 7,288 Bank 2012 (restated) 8,303 2,634 6,392 422 22,929 3,568 320 14,825 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 15. Other obligations (Continued) (b) Sundry (Continued) (iii) The balance of the provision of actuarial liabilities refer to the following benefits sponsored by the Bank: Bank and Consolidated 2013 Actuarial liabilities related to the Private Pension Plan (Note 28) Actuarial liabilities regarding the Health Promotion Program (PROSAÚDE), health and dental care plans (Note 28) Actuarial liabilities regarding life insurance (Note 28) . Voluntary resignation program in the Bank in force from 12/14/11 to 12/31/14 (Note 28) Total Bank 2012 (restated) 40,900 159,989 65,520 53,982 10,141 13,789 1,854 118,415 3,359 231,119 (iv) Balance of “Allocation to capital increase” consists of R$ 287 (2012 – R$ 3,054) regarding the percentage on returns of financing taken out from Fundo Estadual FUNDESE for capital increase applicable to the CREDPOP program, under the terms of State Law No. 13667/2000. (v) Sundry payables – Domestic refers mostly to client credits to be offset, totaling R$ 1,519 (2012 – R$ 4,265) and R$ 3,733 (2012– R$ 2,130) to be on-lent to Minas Gerais Integrated Development Institute (INDI). c) Social and statutory The amount of R$19,678 (2012 - R 0) recorded as dividends payable refers to part of the interest on equity calculated on P&L of 2013 and not yet paid to shareholders. d) Financial and development funds The amount of R$ 10,140 (2012 – R$ 7,938 ) refers substantially to funds managed by BDMG (private funds and funds related to official agencies), received from clients, but not yet transferred to funds. 40 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 16. Equity (a) Capital BDMG subscribed capital amounts to R$ 1,709,044 (2012 – R$ 1,456,157), comprising 60,184,375,503 (2012 – 51,773,828,207) common registered shares, with no par value. The total subscribed capital includes the amount of R$49,262 related to the capital increase under approval at the Central Bank, of which R$32,403 was paid up at the moment of subscription, leaving R$16,859 to be paid up (Note 29). In 2013, the paid-up capital increased by R$236,028 being (i) R$235,457 through contribution of shareholders and (ii) R$571 through the incorporation of the net book value for 2012. Following are the Bank’s shareholders at December 31, 2013: The State of Minas Gerais is the controlling shareholder of the Bank with 89.3% interest; Minas Gerais Economic Development Company (CODEMIG) became a shareholder in the last quarter of 2012; and, the Minas Gerais State Highways Department (DER/MG) has been a shareholder since 1990, when the Bank was converted from an autonomous government agency to a corporation. (b) Income reserve – legal reserve This is set up at 5% on net income computed, limited to 20% of capital. (c) Equity valuation adjustments Following are the adjustments: Bank and Consolidated 2013 MTM adjustment (i) Other equity valuation adjustment (ii) Total 41 (12,099) (47,624) (59,723) Bank 2012 (restated) 7,552 (156,909) (149,357) (i) mark-to-market adjustments, net of tax effects, of securities classified as available for sale, (ii) other adjustments originated from the adoption of NBC TG 33 - Employee benefits, effective as from January 2013, which determined the adjustment in equity, net of tax effects, of the obligation with employee benefits. The significant adjustment amount arises from the recognition of costs inherent to that obligation and that, previously, could be deferred. In order to meet requirement of the retrospective adoption for purposes of comparison, the Bank adopted the NBC TG 33 – Employees benefits in the calculation of the actuarial obligation in May 2012, based on actuarial study performed on the same date. Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 16. Equity (Continued) (d) Special income reserve The balance of R$ 46,078 (2012 - R$ 571), remainder of the profit for the year, under Law 11638/2007 and Resolution CMN/BACEN No. 3605/2008, was allocated, pursuant to management proposal, for future capital increase and transferred from the "retained earnings" to "special income reserve” account. (e) Dividends and interest on equity Shareholders are entitled to minimum dividend corresponding to 1% of net income for the year, adjusted under the Brazilian Corporation Law and articles of incorporation of the Bank. For shareholders’ capital remuneration, BDMG makes it a practice to distribute dividends or pay interest on equity capital in line with P&L computed for the year. 17. Capital management Capital management As required by CMN Resolution No. 3988/2011, BDMG enacted internal regulations Resolution Nº 213 and Ruling Nº 239 setting out the policy and structure needed for the Bank capital management. These regulations lay down guidelines to secure that capital, without failing to meet the regulatory requirements set thereby, is kept adequate levels so that the Bank is able to meet its strategic planning goals, even in different scenarios. The scenarios considered take into consideration the possible changes in market conditions, the Bank’s different operating and administrative activities, the economic environment where it operates and the risks it is exposed to. In 2013, pursuant to the aforesaid regulations and to the defined strategic planning, assumptions for the scenarios proposed and projected results, the Bank designed its capital plan for the period 2014 to 2016. The BDMG’s Capital Management Structure Description Report, prepared in December 2013, is available at: http://www.bdmg.mg.gov.br/Transparencia/Paginas/demonstracao-financeira.aspx 42 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 18. Regulatory capital In accordance with the regulatory capital measurement rules, the financial institutions must keep capital compatible with the degree of risk of its assets, in light of weighting factors such as exposures, risk mitigation and credit conversion. References to regulatory capital (PRC in Portuguese) and required regulatory capital (RRC in Portuguese) prior to October 2013 are laid down in connection with requirements adopted by the Basel II accord, according to the criteria set respectively by CMN/BACEN Resolutions N° 3444/07 and N° 3490/07. CMN/BACEN Resolution N° 4192/13, together with the new regulatory set, regulated in Brazil effective October 1, 2013 the recommendations from the Basel Committee on Banking Supervision regarding the capital structure of financial institutions known as Basel III. The new framework introduced the methodology for regulatory capital determination and for required capital maintenance in light of the minimum requirements of PR, PR level I and core capital. The Bank regulatory capital and capital ratios are calculated as follows: Bank Regulatory capital Basel III Basel II Statement of calculation of regulatory capital and capital ratios 2013 1,713,606 1,713,606 1,713,606 500,000 1,213,606 - 2012 (restated) 1,303,427 1,303,427 1,313,255 400,000 913,225 - - 30 - 9,798 9,798 1,713,606 4,043,549 516,546 385,655 4,945,750 234,262 25% 23% 25% 25% 9,798 1,313,225 2,377,671 377,126 354,740 3,109,537 161,761 29% 28% 29% 29% Tier I regulatory capital (a) Core capital - CP Equity Capital reserved for operations with the public sector (c) Regulatory capital for comparison with RWA (d-c) Prudential adjustments pursuant to CMN Resolution N°4192/13 (1) Reduction in deferred assets pursuant to CMN Resolution N° 3444/07 Reduction in gains/losses from market value adjustments pursuant to Resolution N° 3444/07 Regulatory capital – level II (b) Addition of gains/losses on market value adjustments pursuant to CMN Resolution N° 3444/07 Regulatory capital PR (d) = (a +b) Credit risk - RWAcpad Market risk - RWAmpad Operational risk - RWAopad Total risk-weighted assets - RWA (2) RWA for coverage of interest rate of banking book - Rban Basel ratio (PR/RWA) Ample Basel ratio (PR/(RWA + RWA Rban)) Tier I capital ratio (Tier I/RWA) Core capital ratio (CP/RWA) (1) Prudential adjustments: effective October 2013, the regulatory capital calculation methodology incorporated criteria in light of CMN/BACEN Resolution Nº 4192/13. (2) RWA consists of total risk-weighted assets, the value of which for 2012 was calculated for comparison purposes. 43 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 19. Income and social contribution taxes (a) Deferred income and social contribution taxes Deferred tax credits recorded at December 31, 2013 are as follows: Bank and Consolidated 2013 Temporary additions Market value adjustment (marketable securities) PIS/ COFINS credits Total 182,490 9,760 333 192,583 Bank 2012 (restated) 218,303 17 2 218,322 Breakdown of tax credits from temporary additions in relation to provisions from which they resulted is as follows: Bank and Consolidated 2013 Provision Allowance for loan losses COFINS – (change in the tax base – Law No. 9718/1998) Reserve requirement with BACEN (charges) Civil, labor and tax contingencies Change in PIS/PASEP tax base – Law No. 9718/1998 Post-employment benefit Co-liability with STN Voluntary resignation program Other Total 88,195 30,742 11,469 6,629 9,157 30,374 1,406 742 3,776 182,490 Banco 2012 (restated) 78,942 63,115 8,661 10,597 8,339 43,986 2,536 1,344 783 218,303 Changes in tax credits for the year are as follows: Balance at December 31, 2012 Recognition Reversal Balance at December 31, 2013 Market value adjustment 17 9,743 9,760 Bank and Consolidated Temporary Credit additions PIS/COFINS 218,303 2 62,154 331 (97,967) 182,490 333 Total 218,322 72,228 (97,967) 192,583 BDMG tax credits are recorded in accordance with CMN/BACEN Resolution No. 3355/2007 and consider their expected realization within no longer than 10 years, ensured by the existence of tax credits in income projections which are prepared based on internal assumptions and future economic scenarios that may change. 44 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 19. Income and social contribution taxes (Continued) (a) Deferred income and social contribution taxes (Continued) The probable recovery of tax credits stemming from temporary additions amounting to R$182,490 is as follows: Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Total Bank and Consolidated Nominal value Present value 22,020 21,304 65,690 59,781 17,006 14,557 26,235 21,123 15,330 11,609 10,078 7,178 9,859 6,606 7,784 4,906 4,564 2,705 3,924 2,188 182,490 151,957 Present value of tax credits was calculated by discounting the future recovery flow at the average funding rate of onlending by BDMG of 6.32% p.a. (2012– 6.27% p.a.). At December 31, 2013, that Bank had outstanding tax credit balance relating to income and social contribution tax temporary differences of R$ 10,355 (2012 – R$ 30,010) and R$ 6,213 (2012 – R$ 18,006) unrecorded given that the expectation for realization is over ten years. 45 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 19. Income and social contribution taxes (Continued) (b) Reconciliation of income and social contribution taxes posted to P&L Bank and Consolidated 2013 Second six-month period Year Social Social Income tax contribution Income tax contribution Income tax Social contribution Income before income and social contribution taxes and after employee profit sharing Interest on equity 126,013 (75,703) 126,013 (75,703) 170,802 (75,703) 170,802 (75,703) 105,757 (36,947) 105,757 (36,947) Net additions (exclusions): Set up of provision for contingencies, net of reversals Taxes with suspended enforceability Allowance for loan losses and recovery of credits written off as losses net Effective credit losses Set up of provision for post-employment benefit, net of reversals Other Calculation base Tax at effective rate Income surtax Tax incentives Subtotal income and social contribution taxes payable Provision for deferred income tax Total provision for income and social contribution taxes payable Set up of deferred tax credits (net of reversals) on temporary differences (98,106) 7,970 29,382 (16,172) 3,307 7,295 (16,014) 2,402 1,614 969 4,985 (448) 4,537 (16,709) (98,106) 7,970 29,382 (16,172) 3,307 7,107 (16,202) 2,430 2,430 (268) 2,162 (10,025) (96,424) 14,672 40,228 (17,096) 11,609 7,064 55,152 (8,273) (5,491) 1,237 (12,527) (385) (12,912) (13,285) (96,424) 14,672 40,228 (17,096) 11,609 6,437 54,525 (8,179) (8,179) (266) (8,445) (7,970) 9,898 14,018 44,050 (11,876) (5,891) 639 119,648 (17,947) (11,940) 1,577 (28,310) 14 (28,296) 12,637 9,898 14,018 44,050 (11,876) (5,891) 56 119,065 (17,860) (17,860) (3) (17,863) 7,582 (12,172) (7,863) (26,197) (16,415) (15,659) (10,281) Income and social contribution taxes in P&L 46 Bank 2012 (restated) Year Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 20. Administrative expenses, tax expenses, other operating and non-operating income (expenses) (a) Other administrative expenses Bank nd 2 Third party services Advertising and communication expenses Data processing expenses Depreciation and amortization Maintenance and material expenses Travel and transportation expenses Rental and infrastructure expenses Other Total 2012 Consolidated 2013 six month period Year (10,839) (18,530) 2013 six month period (10,839) Year (18,530) Year (14,781) (10,446) (1,974) (1,727) (14,414) (3,325) (3,319) (11,002) (3,416) (2,859) (10,446) (1,974) (1,727) (14,440) (3,325) (3,319) (1,001) (1,767) (1,607) (1,001) (1,767) (1,053) (1,761) (1,748) (1,053) (1,761) (413) (3,059) (30,512) (809) (4,650) (48,575) (884) (2,962) (39,259) (413) (3,059) (30,512) (809) (4,650) (48,601) 2 nd (b) Tax expenses nd 2 PIS and COFINS ISSQN Other Total Bank and Consolidated 2013 six month period Year (7,722) (14,385) (1,266) (2,403) (14) (481) (9,002) (17,269) Bank 2012 Year (14,005) (2,798) (437) (17,240) (c) Other operating income Bank 2013 2012 nd Foreign exchange gains Reversals of sundry provisions (*) Other Total Consolidated 2013 2 six month period Year 407 1,607 106,923 112,478 nd 2 six month period 407 106,923 Year 1,607 112,478 Year 4,416 10,165 3,744 111,074 5,908 119,993 2,428 17,009 2,391 109,721 3,800 117,885 Note: The significant value recorded arises from the reversal of tax provision regarding the COFINS claim, as commented on in Note 15(a) to these financial statements. 47 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 20. Administrative expenses, tax expenses, other operating and non-operating income (expenses) (Continued) (d) Other operating expenses Bank 2013 2nd six-month period Provisions for contingencies with rural activities Provisions for contingencies INDI agreement expenses Post-employment benefit – private pension plan Post-employment benefit health and life insurance BDMG Cultural agreement expenses Foreign exchange variation Loan bonus expenses Other Total Consolidated 2012 (restated) Year 2013 2nd six-month period Year (329) (5,507) (2,478) (650) (9,880) (4,835) (1,250) (10,922) (5,262) (329) (5,507) (2,478) (650) (9,880) (4,835) (4,265) (9,838) (2,523) (4,265) (9,838) (2,796) (5,369) (3,860) (2,796) (5,369) (1,589) (415) (2,728) (4,152) (24,259) (3,007) (1,622) (4,707) (8,903) (48,811) (2,718) (4,407) (1,581) (5,667) (38,190) (1,589) (415) (2,728) (4,155) (24,262) (3,007) (1,622) (4,707) (8,907) (48,815) 21. Non-operating income (expenses) Bank 2013 Income from disposal of assets Donation - João Pinheiro Foundation Other Total non-operating (expenses) 48 Year 2nd six-month period 566 (5,281) 111 (4,604) 2012 Year 754 (6,391) 245 (5,392) Year 429 (3,567) 386 (2,752) Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 22. Related parties BDMG carried out the following transactions with related parties in the period: Legal entities (a) State of Minas Gerais direct and indirect subsidiaries: · State of Minas Gerais – service provision as financial agent for state funds, with commission received by the Bank, complete portion from financial charges from loans granted with funds; · State office for Economic Development: BDMG assigned, with encumbrance, an employee to this agency up to February 2013. In 2013, such assignment generated expenses of R$ 52, whilst in 2012 it amounted to R$ 208; · João Pinheiro Foundation, public institution linked to the State Planning and Management Office. As established in the articles of incorporation and in compliance with State Law No. 11050/1993, the Bank donates 5% of its net income for the year to said Foundation. At December 31, 2013, the provision set up in the period to cover this commitment totals R$ 6,404 (2012 – R$3,568). BDMG maintains an employee assigned to the Foundation, which bears the related costs; · Minas Gerais State Sanitation Company (COPASA MG), a mixed capital entity, with controlling interest held by the Minas Gerais state. COPASA took out long-term financing before publication of the Tax Liability Law, with resources originating from the SOMMA state fund, already extinguished, and the remaining balance continues to be generated by BDMG. At December 31, 2013, such financing totaled R$ 4,076 (2012 – R$ 8,607) and the corresponding Bank remuneration in 2013 amounts to R$ 214 (2012 – R$ 342). The Bank signed with Minas Gerais State Sanitation Company (COPASA MG), in the second six-month period of 2012, a service agreement for economic, financial and legal technical support in negotiations to contract water supply with companies. For services rendered the Bank received in 2013 R$ 597 (2012 – R$ 1,170). Wholly-owned subsidiaries COPASA Serviços de Saneamento Integrado do Norte and Nordeste de Minas Gerais S/A – COPANOR, with its parent company entered with BDMG in April 2013 into an agreement for provision of services for development, structuring, integration and coordination of studies to determine technical, economic and legal feasibility to implement and operate water supply and sewage systems in locations served by the company. The Bank, in connection with this service provision, recorded in 2013 revenues for R$ 3,858 and expenses for R$ 3,571. 49 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 22. Related parties (Continued) Legal entities (Continued) (a) Minas Gerais Integrated Development Institute (INDI), a not-for-profit and non-essentially business company, linked to the State Economic Development Office, is an affiliate of BDMG, which is its maintaining shareholder holding 25% of capital, accounts for 25% of the company’s annual expenses. This commitment is met by assigning employees and supplementary financial contributions. Bank expenses with INDI, recorded up to December 31, 2013, amounted to R$ 4,835 (2012 – R$ 5,262); (b) BDMGTEC Participações S.A., wholly-owned subsidiary created by BDMG in 2012, in order to become a shareholder of companies highly important for the development of the State of Minas Gerais. BDMGTEC capital paid up by the Bank in 2013 amounted to R$ 42,773 (2012 - R$ 22,772); (c) DESBAN – BDMG Social Security Foundation, a not-for-profit privately-held supplementary pension plan entity, is sponsored by BDMG, which, as detailed in Note 26, provided the Foundation with funds in order to meet social security and healthcare benefits of its employees. A BDMG employee has been assigned to DESBAN, which bears the costs of such employee; (d) The Cultural Institute of Banco de Desenvolvimento de Minas Gerais - BDMG Cultural, a notfor-profit civil association, was organized by BDMG in conjunction with BDMG Employees Association (AFBDMG) to create a space to encourage culture in Minas Gerais. The Bank contributes to BDMG Cultural’s maintenance by assigning employees to the Institute free of charge and contributing funds. Total expenses from contribution of funds in 2013 reached R$3,007 (2012 – R$ 2,718). 50 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 22. Related parties (Continued) Individuals Individuals, related parties that are part of BDMG management key personnel are the members of the Board of Directors, Executive Board, and Supervisory Board, to whom the following fees were paid for the period: Bank and Consolidated 2013 Compensation (including social charges and benefits) Profit sharing Contributions to pension plans and post-employment benefits Termination of work contract Total 4,562 124 312 290 5,288 Bank 2012 (restated) 4,676 111 95 4,882 23. Insurance coverage (unaudited) The Bank, to cover any claims related to fixed assets, maintains an insurance amounting to R$58,050 (2012 - R$ 54,194). 24. Financial instruments (a) Identification and valuation of financial instruments BDMG mainly operates with the following financial instruments: a) Financial instruments recorded for amounts close to realizable values Recorded as such are public federal securities backing the investments and raises in connection with committed operations and those held in own portfolio; credit operations, obligations for onlending in Brazil and the derivative financial instruments, as well as the external loans hedged by these derivatives. b) Financial instruments recorded for updated issuance values Recorded by the curve value are the private securities held in own portfolio, investment fund shares, raises in interfinancial deposits and obligations from financial bills placed in the market. 51 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 25. Risk management Financial risk management policy The Risk Management Policy, approved by Senior Management, establishes guidelines and limits intended to identify and mitigate BDMG risks. It is oriented to the convergence of internal methodologies and models to Basel Accords and compliance with regulators, in line with the best risk management practices. Risk Management in BDMG aims at mitigating credit, market, liquidity, and operational risks, so as to leverage operational efficiency and its results. In order to achieve this objective, the Bank adopts risk management practices appropriate to the nature and specificities of transactions carried out thereby. BDMG adopted the credit, operational and market risk management structure, in compliance with CMN Resolutions No. 3721, of April 30, 2009, No. 3380, of June 29, 2006, and No. 3464, of June 26, 2007, and Nº 4090, of 05/24/2012, respectively. The description of these risk management structures, as well as other information on risk management, is available on BDMG website (http://www.bdmg.mg.gov.br) following this path: http://www.bdmg.mg.gov.br/BancoDesenvolvimento/Documents/Gestão_do_Risco_de_Credito.pdf (a) Credit risk The credit risk management policy establishes limits for credit risk exposure by client, economic group and receivables portfolio quality; decision-making level and criteria to analyze and monitor receivables, so as to select transactions, for the purpose of minimizing default and developments thereof. (b) Liquidity risk The liquidity risk management policy establishes roles and responsibilities, exposure limits and reporting levels to secure the Bank’s readiness to support adverse scenarios, considering different time frames. It provides for the situations where the contingency plan should be deployed, addressing the set of strategies and measures to be taken, in order to reclassify the limits set. The policy also provides for the monitoring of the action plans set and the reporting of its results to senior management. BDMG operates its cash with security margin sufficient to meet the minimum liquidity level determined according to the internal policy. In order to manage liquidity, those responsible for treasury management daily monitor changes in receipts and disbursements, paying the Bank’s financial commitments upon their corresponding maturities and in line with the policy defined for investment of available funds and liquidity risk management. 52 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 25. Risk management (Continued) Financial risk management policy (Continued) (c) Market risk Market Risk Management (MRM) Policy establishes roles and responsibilities, operational limits, and reporting levels. Among the tools used in risk management, we point out: VaR (Value at Risk), GAP analysis, Back Test, and Stress Testing. The Bank adopts a hedge policy, which sets criteria to use derivative financial instruments in order to fully or partially offset the risks arising from the exposure to changes in market value or cash flows of any assets, liabilities, commitment or future transaction expected to mitigate the effects on its financial statements, cash flows and adequacy to the risk exposure limits. In September 2013, BDMG took out a loan from Corporación Andina de Fomento - CAF. A portion of the funds taken out were incorporated as early as 2013 in connection with derivative operations under the swap type to hedge against foreign exchange variation, according to Note 7. (d) Operational risk Pursuant to National Monetary Council Resolution Nº. 3380/2006, the operational risk management policy sets roles, responsibilities and own methodology. It aims at identifying and assessing the operational risks inherent to the Bank’s activities to reduce them to a reasonable level by senior management by adopting the measures adapted by the units involved. The Bank also relies on a Policy for Prevention against External Fraud upon Granting of Credit which sets out the statistical and probabilistic methodology to identify possible inconsistent information in credit proposal. Running this policy intends to ensure the highest security in preventive identification of situations with indications of fraud and sufficient accuracy to secure an as low as possible impact on BDMG business. 53 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 26. Development fund management (unaudited) The Institution maintains a structure for managing development funds. Amounts referring to assets of these funds at December 31, 2013 are as follows: Balance State funds Private funds Other funds Total Bank 2013 3,589,526 290 28,678 3,618,494 2012 3,500,959 291 20,721 3,521,971 27. Commitments and responsibilities Collateral signatures, sureties, and loan grants BDMG offered collateral signatures and sureties to clients and granted loans with co-liabilities, by providing back bonds and financial charges paid by the beneficiaries. At December 31, 2013, these commitments amount to R$ 34,185 (2012 - R$ 37,694). 28. Employee benefits As mentioned in Note 3 (k), BDMG grants the following benefits to its employees: private pension plan, health and dental assistance, life insurance and voluntary resignation benefits. BDMG adopts NBC TG 33 - Employee Benefits to record benefits granted to employees. To meet accounting requirements, the Bank engages an annual actuarial study as part of the year-end closing procedures to provide a basis for recording of such obligations. Actuarial analyses for base date of December 31, 2012 are effective, adjusted according to the standard effective as from November 30, 2013. 54 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) a) Characteristics of the benefit plans (i) Private pension BDMG sponsors defined benefit and variable contribution private pension plans, managed by DESBAN – Fundação BDMG de Seguridade Social, a privately-held not-for-profit supplementary pension plan entity. The objective of both plans is to ensure that participating employees and their beneficiaries are granted portions supplementing the General Social Security Regime (RGPS). The defined benefit private pension plan, closed to new members since November 10, 2011, is based on the fully-funded financial regime for calculation and accrual of reserves; the variable contribution plan, created on January 13, 2011, is a defined contribution plan in the savings phase that becomes a defined benefit by ensuring a monthly annuity after the pay-out period. BDMG contribution for these plans is limited to the total regular participant contributions, in light of particularities of each plan, in conformity with the matching contribution set forth in Constitutional Amendment No. 20/1998. At December 31, 2013, the number of BDMG participants in the private pension plans is as follows: Bank Plans - Defined benefit - BD Active participants Assisted participants - Variable contribution - CV Active participants 55 2013 2012 275 507 295 488 74 41 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) a) Characteristics of the benefit plans (Continued) (ii) Healthcare and dental care benefits The Health Promotion Program (PRO-SAÚDE), which provides coverage for medical and dental expenses to active participants and their dependents, as provided for in Note 3 (k), is managed DESBAN and operates under the capitalization regime. This benefit is also ensured by the Bank to plan participants, as assets, through October 10, 2009. (iii) Life insurance BDMG sponsors group life insurance to active and assisted members who are interested in this benefit. The Bank contributes with 50% of the premium paid. (iv) Voluntary resignation program This program was created by the Bank on December 14, 2011, effective until December 31, 2014, for the purpose of benefitting employees eligible for retirement under the DESBAN Supplementary Pension Plan and plan participants who, when aged 70, are eligible for retirement under Social Security. An employee who joins the Program is entitled to severance pay, profit sharing pursuant to rules in force in the year of his resignation, compensation as an incentive to resign and maintenance of post-employment benefits. b) Bank commitment to benefit plans In fulfilling its obligations with these benefit plans, BDMG made the following contributions to active and assisted employees for the year: Bank Private pension plan (BD) Private pension plan (CV) Health care program PRÓ-SAÚDE Group life insurance Voluntary resignation program Total 56 2013 2nd six-month period 4,216 134 1,728 414 1,379 7,871 2012 Year 7,661 205 3,393 761 2,335 14,355 Year 7,177 87 3,139 862 1,744 13,009 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) b) Bank commitment to benefit plans (Continued) At December 31, net amount of obligations with defined benefit plans, according to NBC TG 33 arise from the following changes: Bank 12/31/2012 (restated) 12/31/2013 Net liabilities at December 31, 2011 (+) Effects of changes in NBC TG 33 on basis as of 12/31/2011 (first-time adoption) Net liabilities at January 1 Net expense recognized in P&L Contributions – sponsor Net actuarial gains (losses) Net liabilities at December 31 Private pension plan (159,989) (15,681) 7,472 127,298 (40,900) Healthcare plan (53,982) (6,944) 2,496 (7,090) (65,520) Life insurance (13,790) (1,431) 676 4,404 (10,141) Voluntary resignation program (3,359) (62) 2,335 (768) (1,854) Private pension plan (437) (36,764) (37,201) (4,556) 7,177 (125,409) (159,989) Healthcare plan (17,673) (12,085) (29,758) (4,348) 2,292 (22,168) (53,982) Life insurance (9,769) (1,345) (11,114) (1,408) 766 (2,034) (13,790) Voluntary resignation program (4,444) (4,444) (505) 1,744 (154) (3,359) The table above does not include variable private pension plan obligations (CV), as the actuarial obligation is irrelevant and the set of assets is unexpressive. The actuarial obligation of this plan is restricted to the amount of the sponsor’s contributions. 57 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) b) Bank commitment to benefit plans (Continued) The expenses incurred with defined benefit plans are summarized below: Bank Cost of current service Net interest cost Expected contributions for administrative expenses (Expenses) recognized in P&L (*) (*) 58 Private pension plan 2,847 12,834 15,681 12/31/2013 Healthcare Life plan insurance 860 127 5,116 1,304 968 6,944 1,431 Resignation Private program pension plan 56 1,265 6 3,291 62 4,556 12/31/2012 (restated) Healthcare Life plan insurance 590 130 2,914 1,278 844 4,348 1,408 Resignation program 124 381 505 Expenses were posted to the books as under: R$ 8,911 (2012 – R$ 4,434) as “Personnel Expenses” and R$ 15,207 (2012 – R$ 6,383) as “Other Operating Expenses”. Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) c) Information of actuarial studies for defined benefit plans in November 2013 and, for restatement purposes, in December 2012. c.1) Net value of liabilities Bank Defined benefit obligation Plan assets Net actuarial (liabilities) Private pension plan (748,638) 707,174 (41,464) 11/30/2013 Healthcare Life plan insurance (84,261) (10,033) 19,342 (64,919) (10,033) Resignation program (1,947) (1,947) Private pension plan (970,899) 810,910 (159,989) 12/31/2012 Healthcare Life plan insurance (76,170) (13,790) 22,188 (53,982) (13,790) Resignation program (3,359) (3,359) c.2) Reconciliation of net actuarial liabilities (i) Changes in present value of defined benefit obligation Bank Private pension plan Defined benefit obligation at the beginning of the period - Cost of current services - Interest cost - Contributions paid by the participants of the plan - Benefits paid - Actuarial (gains) / losses – Changes in assumptions (salary increase and turnover) - Actuarial (gains) / losses – Changes in assumptions (discount rate) - Actuarial (gains) / losses – Experience adjustments Defined benefit obligation at the end of the period 59 11/30/2013 Healthca Life Resignation re plan insurance program Private pension plan 12/31/2012 Healthcare Life plan insurance Resignation program 970,899 2,897 84,255 76,170 789 6,477 13,790 121 1,211 3,359 55 6 722,237 1,265 79,492 50,842 590 5,677 11,114 129 1,224 4,444 124 381 6,928 (45,605) 1,674 (4,663) (685) (2,241) 7,618 (49,263) 1,684 (5,028) (712) (1,744) (764) - 12,632 2,521 222 11,467 (270,414) (33,945) (3,940) 12 191,401 16,886 2,252 114 (11,789) 37,759 300 756 5,517 2,998 (439) 40 748,638 84,261 10,033 1,947 970,899 76,170 13,790 3,359 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) c.2) Reconciliation of net actuarial liabilities (Continued) (ii) Changes in fair value of plan assets (Continued) Bank 11/30/2013 12/31/2012 Private pension Healthcare Private pension Healthcare plan plan plan plan Fair value of plan assets at the beginning of the period Interest income Contributions paid by the employer Participants’ contributions Benefits and/or expenses paid Return on plan assets (Actuarial gains/ (losses) on assets) Fair value of plan assets at the end of the period 60 810,910 71,779 6,599 6,928 (45,605) 22,188 1,993 2,304 1,674 (5,541) 685,036 76,133 7,300 7,618 (49,263) 21,084 2,701 2,328 1,684 (5,846) (143,437) (3,276) 84,086 237 707,174 19,342 810,910 22,188 Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) c) Information of actuarial studies for defined benefit plans in November 2013 (Continued) c.2) Reconciliation of net actuarial liabilities (Continued) (iv) Reconciliation of net actuarial liabilities Bank Private pension plan Net actuarial (liabilities) /assets at beginning of period - Net cost for the period - Net actuarial capital gains (losses) - Employer’s estimated contributions Net actuarial (liabilities) /assets at end of period 11/30/2013 Healthcare plan Life insurance Resignation program Private pension plan 12/31/2012 Healthcare plan Life insurance (159,989) (15,373) (53,982) (6,151) (13,790) (1,332) (3,359) (61) (37,201) (4,624) (29,758) (4,384) (11,114) (1,353) (4,444) (505) 127,299 (7,090) 4,404 (768) (125,464) (22,168) (2,035) (154) 6,599 2,304 685 2,241 7,300 2,328 712 1,744 (41,464) (64,919) (10,033) (1,947) (159,989) (53,982) (13,790) (3,359) c.3) Allocation of the fair value of plan assets Bank 11/30/2013 Private pension Healthcare plan plan Category of assets Government bonds Private credit and deposits Market index fund Shares and share funds Real estate investments Loans and financing Other 61 Resignation program 37.06% 15.34% 8.98% 22.39% 4.93% 1.45% 9.85% 71.28% 21.21% 7.51% 12/31/2012 Private pension Healthcare plan plan 56.81% 12.51% 0 17.20% 4.39% 1.33% 7.76% 58.26% 35.62% 6.12% Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) c) Information of actuarial studies for defined benefit plans in November 2013 (Continued) c.4) Actuarial Assumptions Actuarial studies that present the BDMG obligations in November 2013 and the projection of expenses until November 2014 are based on the following assumptions: 11/30/2013 Type of plan Actuarial assessment method Statutory discount rate for the actuarial liability 9.851% 12.49% 5.60% 9.851% 5.73% Technical professional Min 7.41% Max 9.58% Min 6.72% Max 7.80% Analyst Min 7.41% Max 9.58% Min 6.72% Max 7.80% Position of trust Min 7.41% Max 9.58% 3.00% Min 6.72% Max 7.80% 3.00% Annual projection of actual growth in medical expenses (2) Turnover: - less than three years of service - from three to five years - Over 5 years Overall actuarial table 8.31% 0.45% 0.45% AT-2000 (Basic table reduced by 10%) segregated by gender Disability table Disability mortality table Structure of beneficiary families Álvaro Vindas reduced by 50% Winklevoss reduced by 50% Active: Standard family Pensioner members: Actual family Life expectancy to calculate reduction social security factor ("fator previdenciário") Other hypothesis Brazilian Institute of Geography and Statistics (IBGE) table - 2011 All participants retire in the 1st eligibility; Null salary growth for selfsponsored participants (1) (2) Defined benefit plan Projected credit unit 12.49% Estimated annual statutory rate of return on investments Estimated future annual inflation rate Statutory rate of future salary growth 62 Defined benefit plan Projected credit unit Bank 12/31/2012 Except for Resignation Program with discount rate of 0% in November 2013; Only applicable to Health plan. 8.44% 0.41% 0.41% AT-2000 (Basic table Basic reduced by 10%) segregated by gender Álvaro Vindas reduced by 50% Winklevoss reduced by 50% Active: Standard family Pensioner members: Actual family IBGE table - 2011 All participants retire in the 1st eligibility; Null salary growth for selfsponsored participants Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) c) Information of actuarial studies for defined benefit plans in November 2013 (Continued) c.4) Actuarial Assumptions Bank Expected average remaining working life Average period until the benefits are acquired Obligation Duration (used to determine the discount rate) Average age for retirement Private pension plan 15.45 11/30/2013 Healthcare Life plan insurance 13.14 15.24 Resignation program 0.46 Private pension plan 15.91 12/31/2012 Healthcare Life plan insurance 15.45 13.96 15.45 13.14 15.24 0.46 15.91 15.45 13.96 0.95 12.95 59.71 12.95 58.12 12.95 59.44 1 56.38 12.41 59.26 12.41 59.26 12.41 59.26 0.43 59.26 c.5) Actuarial projections for November 30, 2014 (i) Projected net actuarial liabilities Defined benefit obligation Fair value of plan assets Net actuarial (liabilities) / assets 63 Resignation program 0.95 Private pension plan (790,441) 753,603 (36,838) Bank Projection for 11/30/2014 Healthcare Life plan insurance (91,925) (10,532) 19,779 (72,146) (10,532) Resignation program - Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) c) Information of actuarial studies for defined benefit plans in November 2013 (Continued) c.5) Actuarial projections for November 30, 2014 (Continued) (ii) Changes in present value of defined benefit obligation Private pension plan Defined benefit obligation at beginning of period (November 30, 2013) - Cost of current services - Interest cost - Contributions paid by the participants of the plan - Benefits paid Defined benefit obligation at end of period (November 30, 2014) Bank Projection for 11/30/2014 Healthcare Life plan insurance Resignation program 748,638 (597) 90,090 8,541 (56,231) 84,261 858 10,311 1,973 (5,478) 10,033 80 1,205 1,947 31 (786) (1,978) 790,441 91,925 10,532 - (iii) Changes in fair value of plan assets Bank Projection for 11/30/2014 Private pension plan Healthcare plan Fair value of plan assets at the beginning of the period (November 30, 2013) Interest income Contributions paid by the employer Participants’ contributions Benefits and/or expenses paid Fair value of plan assets at the end of the period (November 30, 2014) 707,174 85,925 8,194 8,541 (56,231) 19,342 2,303 2,717 1,973 (6,556) 753,603 19,779 (iv) Changes in the projected net actuarial liabilities Private pension plan Net actuarial (liabilities) /assets at beginning of period (November 30, 2013) - Net cost for the period - Employer’s estimated contributions Net actuarial (liabilities) /assets at end of period (November 30, 2014) 64 Bank Projection for 11/30/2014 Healthcare Life plan insurance Resignation program (41,464) (3,568) 8,194 (64,919) (9,944) 2,717 (10,033) (1,285) 786 (1,947) (31) 1,978 (36,838) (72,146) (10,532) - Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 28. Employee benefits (Continued) c) Information of actuarial studies for defined benefit plans in November 2013 (Continued) c.5) Actuarial projections for November 30, 2014 (Continued) v) Projected cash flow Actuarial studies in November 2013 presented the following estimates of payments of benefits and contributions of the sponsor for November 2014: Cash flow projection Estimated payment of benefits Employer’s estimated contributions Private pension plan (BD) Private pension plan - CV Bank PRO-SAÚDE program Group life insurance Resignation program 56,231 - 5,478 786 1,978 8,194 300 2,717 786 1,978 c.6) Sensitivity of defined benefit obligation Changes in the assumptions that support the actuarial studies can have effects on the value of the defined benefit obligation, as shown in the table below, the increases in percentage resulting from changes in the main actuarial assumptions: Private pension plan Healthcare plan Life insurance Resignation program 65 1% decrease p.a. in the discount rate 11,56% 14,76% 10,32% N/A Bank Changed assumptions Reduction in 1% increase in the the actuarial trend rate of table in one medical costs year 1,38% N/A 3,11% 15,32% 2,05% N/A N/A N/A Banco de Desenvolvimento de Minas Gerais S.A. - BDMG Notes to financial statements (Continued) December 31, 2013 and 2012 (In thousands of reais) 29. Subsequent events On January 31, 2014, the shareholder Minas Gerais State paid up R$ 16,859 in BDMG capital, as mentioned in Note 16 (a). Board of directors Paulo de Tarso Almeida Paiva Chairman Dorothea Fonseca Furquim Werneck Vice-Chairman Ângela Maria Prata Pace Silva de Assis Board Member Fabio Proença Doyle Board Member José Israel Vargas Board Member Leonardo Maurício Colombini Lima Board Member Matheus Cotta de Carvalho Board Member Mauro Lobo Martins Júnior Board Member Renata Maria Paes de Vilhena Board Member Executive Board Matheus Cotta de Carvalho CEO Jose Santana de Vasconcellos Moreira Vice-President Bernardo Tavares de Almeida Officer Fernando Lage de Melo Officer Joao Antonio Fleury Teixeira Officer Julio Onofre Mendes de Oliveira Officer Controllership Department Giovani Rosemberg Ferreira Gomes – Accountant CRC-MG – 075701/O-5 66