15 April 2011 THE PHILIPPINE STOCK EXCHANGE 3/F ... - PSBank
15 April 2011 THE PHILIPPINE STOCK EXCHANGE 3/F ... - PSBank
15 April 2011 THE PHILIPPINE STOCK EXCHANGE 3/F ... - PSBank
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<strong>15</strong> <strong>April</strong> <strong>2011</strong><br />
<strong>THE</strong> <strong>PHILIPPINE</strong> <strong>STOCK</strong> <strong>EXCHANGE</strong><br />
3/F Philippine Stock Exchange Plaza<br />
Ayala Triangle, Ayala Avenue<br />
Makati City, Philippines 1226<br />
ATTENTION: MS. JANET A. ENCARNACION<br />
Head, Disclosure Department<br />
Dear Ms. Encarnacion,<br />
This is to furnish the Philippine Stock Exchange with a copy of the SEC<br />
17-A report of Philippine Savings Bank.<br />
We hope that you will find everything in order.<br />
Thank you.<br />
Very truly yours,<br />
PERFECTO RAMON Z. DIMAYUGA JR.<br />
SVP and Chief Finance Officer
COVER SHEET<br />
P H I L I P P I N E S A V I N G S B A N K<br />
1 5 5 5 2<br />
SEC Registration Number<br />
(Company’s Full Name)<br />
P S B a n k C e n t e r , 7 7 7 P a s e o d e R o x a s<br />
c o r n e r S e d e ñ o S t r e e t , M a k a t i C i t<br />
y<br />
(Business Address: No. Street City/Town/Province)<br />
Perfecto Ramon Z. Dimayuga 885-8208<br />
(Contact Person)<br />
(Company Telephone Number)<br />
1 2 3 1 1 7 - A<br />
Month Day (Form Type) Month Day<br />
(Fiscal Year)<br />
(Annual Meeting)<br />
(Secondary License Type, If Applicable)<br />
SEC-Corporation Finance<br />
Dept. Requiring this Doc.<br />
Amended Articles Number/Section<br />
Total Amount of Borrowings<br />
1,725<br />
Total No. of Stockholders Domestic Foreign<br />
To be accomplished by SEC Personnel concerned<br />
File Number<br />
LCU<br />
Document ID<br />
Cashier<br />
S T A M P S<br />
Remarks: Please use BLACK ink for scanning purposes.
SEC NO. <strong>15</strong>552<br />
FILE NO.<br />
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
(COMPANY’S NAME)<br />
PSBANK CENTER<br />
777 Paseo de Roxas cor. Sedeño St., Makati City<br />
(COMPANY’S ADDRESS)<br />
885-82-08<br />
(TELEPHONE NUMBER)<br />
DECEMBER 31<br />
(FISCAL YEAR ENDING MONTH & DAY)<br />
SEC FORM 17-A<br />
(FORM TYPE)<br />
December 31, 2010<br />
(PERIOD ENDED DATE)<br />
Government Securities Dealer<br />
(SECONDARY LICENSE TYPE AND FILE NUMBER)
SECURITIES AND <strong>EXCHANGE</strong> COMMISSION<br />
SEC FORM 17-A<br />
ANNUAL REPORT PURSUANT TO SECTION 17<br />
OF <strong>THE</strong> SECURITIES REGULATIONS CODE AND SECTION 141<br />
OF CORPORATION CODE OF <strong>THE</strong> <strong>PHILIPPINE</strong>S<br />
1. For the fiscal year ended : December 31, 2010<br />
2. SEC Identification No. : <strong>15</strong>552<br />
3. BIR Tax Identification No. : 000-663-983-000<br />
4. Exact name of registrant as specified in its charter : Philippine Savings Bank<br />
5. Province, Country or other jurisdiction or organization : Metro Manila, Philippines<br />
6. Industry Classification Code : (SEC Use only)<br />
7. Address of principal office : 777 Paseo de Roxas corner<br />
Sedeño St., Makati City<br />
8. Registrant’s telephone No. : (632) 885-82-08<br />
9. Former name, address, and former fiscal year,<br />
If changed since last report : Not Applicable<br />
10. Securities registered pursuant to<br />
Section 8 & 12 of the SRC<br />
Title of each class : Common Shares<br />
Number of shares outstanding : 240,252,491<br />
Amount of Debt Outstanding : P=1,977,141,032<br />
(Tier II Subordinated Notes Payable)<br />
11. Are any or all of these securities listed with the<br />
Philippine Stock Exchange : Yes<br />
12. Check whether the issuer:<br />
(a) has filed all report required to be filed<br />
under Section 17 of the SRC and SRC<br />
Rule 17 thereunder or Section 11 of the<br />
RSA and RSA Rule 11(a)-1 thereunder<br />
and Section 26 and 141 of The<br />
Corporation Code of the Philippines<br />
during the preceding 12 months (or for<br />
such shorter period that the registrant was<br />
required to file such<br />
reports) : Yes<br />
(b) has been subject to such filing<br />
requirements for<br />
the past ninety (90) days : Yes
13. State the aggregate market value of the voting stock<br />
held by non-affiliates of the registrant. The aggregate<br />
market value shall be computed by reference to the<br />
price at which the stock was sold or the average bid<br />
and asked prices of such stock, as of a specified date<br />
(March 9, <strong>2011</strong>) within sixty (60) days prior to the date<br />
of filing. If a determination as to whether a particular<br />
person or entity is an affiliate cannot be made without<br />
involving unreasonable effort and expense, the<br />
aggregate market value of the common stock held by<br />
non-affiliates may be calculated on the basis of<br />
assumptions reasonable under the circumstances,<br />
provided the assumptions are set forth in this Form. P 3,636,145,548<br />
APPLICABLE ONLY TO ISSUERS INVOLVED IN<br />
INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS<br />
DURING <strong>THE</strong> PRECEDING FIVE YEARS:<br />
14. Check whether the issuer has filed all documents and reports<br />
required to be filed by Section 17 of the Code subsequent<br />
to the distribution of securities under a plan confirmed<br />
by a court of the Commission. : Not Applicable<br />
DOCUMENTS INCORPORATED BY REFERENCE<br />
<strong>15</strong>. If any of the following documents are<br />
incorporated by reference, briefly describe<br />
them and identify the part of SEC Form 17-1<br />
Into which the document is incorporated:<br />
(a)<br />
(b)<br />
Any annual report to security holders;<br />
Any proxy or information statement filed<br />
pursuant to SRC Rule 20 and 17.1(b);<br />
Any prospectus filed pursuant to SRC Rule 8.1-1
TABLE OF CONTENTS<br />
Page No.<br />
PART I - BUSINESS AND GENERAL INFORMATION<br />
Item 1. Description of Business 4<br />
Item 2. Properties 9<br />
Item 3. Submission of Matters to a Vote of Security Holders 9<br />
PART II - OPERATIONAL AND FINANCIAL INFORMATION<br />
Item 4. Market for Registrant’s Common Equity and<br />
Related Stockholder Matters 10<br />
Item 5. Plan of Operation and Management’s Discussion and Analysis <strong>15</strong><br />
Item 6. Financial Statements 24<br />
Item 7. Changes in and Disagreements with Accountants<br />
and Financial Disclosure 24<br />
PART III - CONTROL AND COMPENSATION INFORMATION<br />
Item 8. Directors and Executive Officers of the Registrant 25<br />
Item 9. Executive Compensation 35<br />
Item 10. Security Ownership of Certain Beneficial Owners<br />
and Management 36<br />
Item 11. Certain Relationships and Related Transactions 37<br />
PART IV – CORPORATE GOVERNANCE 38<br />
SIGNATURES 43<br />
PART V - EXHIBITS AND SCHEDULES 41<br />
Exhibit 1 - Schedule of Bank/Branch Sites Owned by the Bank 44<br />
Exhibit 2 - Schedule of Bank/Branch Sites Under Lease Agreements 45<br />
Exhibit 3 - Events Reported under SEC FORM 17-C for the last 6 months 50<br />
PART VI - AUDITED FINANCIAL STATEMENTS<br />
Form and Contents 42<br />
(a) Statement of Management’s Responsibility<br />
(b) Independent Auditors’ Report<br />
(c) Statements of Condition<br />
(d) Statements of Income<br />
(e) Statements of Changes in Equity<br />
(f) Statements of Cash Flows<br />
(g) Notes to Financial Statements<br />
(h) Independent Auditors’ Report on Supplementary Schedules<br />
(i) Nature of Dividend Declared<br />
PART VII - O<strong>THE</strong>R RELEVANT SUBMISSIONS<br />
Chief Finance Officer’s Certificate Under Oath on the Submission of Compact Disc<br />
together with the Audited Financial Statements
PART I. BUSINESS AND GENERAL INFORMATION<br />
Item 1. Description of Business<br />
1. Business Development<br />
Philippine Savings Bank (<strong>PSBank</strong>) was incorporated on June 30, 1959 primarily to engage in<br />
savings and mortgage banking. In 1983, Metrobank acquired majority share in the Bank, and in<br />
2004 further increased its shareholdings to the present level of 76%.<br />
In 1991, the Bank was authorized to perform trust functions, and in 1995, was granted quasibanking<br />
license. In 1994, <strong>PSBank</strong> became the country’s first publicly listed thrift bank.<br />
It has outpaced its key competitors and is, today, the country’s second largest thrift bank in terms<br />
of assets. It caters mainly to the retail and consumer markets and offers a wide range of products<br />
and services such as deposits, loans, treasury and trust.<br />
The Bank has a 25% interest in Toyota Financial Services Philippines Corp. (TFSPC). It also has<br />
a 40% interest in Sumisho Motor Finance Corporation (SMFC), a partnership with Sumitomo<br />
Corporation. TFSPC and SMFC are not listed in the stock exchange.<br />
Its principal office is located at the <strong>PSBank</strong> Center, 777 Paseo de Roxas corner Sedeño Street,<br />
Salcedo Village, Makati City.<br />
The past 3 years marked very significant growth as the Bank continue to grow its core business<br />
and always on track in hitting its year-end targets. The Bank has sustained its focus on<br />
consumers, which corners approximately 80% of its portfolio by continuing to provide efficient and<br />
creative banking solutions through wider distribution network.<br />
Total Resources Net Income Branch Network<br />
2010 104.149 billion 1.808 billion 180 branches<br />
2009 93.088 billion 1.240 billion 170 branches<br />
2008 74.637 billion 940.<strong>15</strong>2 million 164 branches<br />
In 2010, the Bank showed a stronger balance sheet and double-digit growth across all loan<br />
products. The Bank aggressively expanded its network to 180 branches and 380 ATMs<br />
nationwide and offered the widest nationwide coverage among thrift banks.<br />
In partnership with Mastercard and Bancnet, the Bank launched the <strong>PSBank</strong> Prepaid Mastercard<br />
last October 11, 2010. This is an e-money instrument product that is an ATM card, debit card,<br />
remittance card and internet cash card all put into one. As of December 31, 2010, the Bank had<br />
a total of 21,171 active Prepaid Mastercard holders. Clients can reload their prepaid card via<br />
<strong>PSBank</strong> branches nationwide using cash or <strong>PSBank</strong> Remote Banking (PRB) with funds from PSB<br />
account. The card can also be loaded via ATM with funds from PSB account or from another<br />
bank. To promote this prepaid card, the Bank distributed campaign materials to its branches and<br />
had a media briefing to inform and encourage clients to avail this new product.<br />
As of year end, <strong>PSBank</strong> Remote Banking enrollees had gone up to over 40,000 from 30,000<br />
enrollees in 2009. As a result, PRB transactions doubled to more than 3.0 million from previous<br />
year’s 1.5 million.<br />
Mortgage Banking launched a number of campaigns to boost loan referrals, among them: “The<br />
Federal Investors’ Night” which took place last October 21, 2010. The event, which was held in<br />
cooperation with Federal Land, was attended by branch personnel and valued clients. This was<br />
aimed to generate better profitability for branches in mortgage lending.
In 2009, the Bank made significant improvements in loan processing that enabled a 100%<br />
delivery on its Thank Goodness its Five Days (TGIF) campaign promise. The TGIF came with<br />
free interest for the first year if the client does not get a credit decision in five days or less. It also<br />
reinforced its <strong>PSBank</strong> Auto Loan through its Isang Tulog Lang campaign which offers flexible<br />
financing terms, one of the lowest rates in the market and a credit decision via SMS in as fast as<br />
24 hours.<br />
Another industry milestone is the <strong>PSBank</strong> Prime Rebate, the only loan rebate program in the<br />
industry. When customers pay in advance or in excess than their monthly due, they earn<br />
rebates which effectively shortens their loan term, gives a discount on their total loan amount, or<br />
even both.<br />
To provide more convenience to its customers and address their fast-paced lifestyle, <strong>PSBank</strong><br />
issued the Instant ATM Card where customers can apply for their new or replacement <strong>PSBank</strong><br />
ATM card on the spot in any of its branches nationwide. Likewise, the <strong>PSBank</strong> Overseas Filipino<br />
(OF) Savings Account, which has no minimum deposit and no maintaining balance, allowed our<br />
modern-day heroes and their beneficiaries to have easier access to their funds. Throughout the<br />
year, the Bank continued its efforts to realign its organizational, operational and business<br />
processes to meet the growing customer demand. The Customer Service Division (CSD) took<br />
major initiatives in 2009 to further strengthen the service culture within the organization and meet<br />
customers’ needs. The Human Resources Group conducted various in-house programs through<br />
seminars, workshops and inter-departmental projects, which also serve as a training ground for<br />
management skills.<br />
In August 2009, the Bank entered into a joint venture agreement with the Sumitomo Corporation<br />
to primarily engage in the financing of motorcycle purchases. In September 2009, the Bangko<br />
Sentral ng Pilipinas approved the joint venture which was named Sumisho Motor Finance<br />
Corporation and was subsequently incorporated with the Securities and Exchange Commission in<br />
November 2009.<br />
In 2008, the Bank conducted a stock rights offer and generated P2 billion in fresh Tier 1 capital,<br />
resulting to an increase in capital to P8.4 billion in end-February 2008. The Bank continued its<br />
build-up of investments in branches and information technology. <strong>PSBank</strong> opened its second<br />
branch in Bacolod City and relocated nine branches to better reach more customers. Helping<br />
boost our presence in areas with high customer traffic were 23 new offsite ATMs installed in<br />
major malls and commercial areas in Metro Manila. The Bank’s network was comprised of 164<br />
branches and 189 ATMs nationwide. To support the bank’s business units, the Bank took major<br />
initiatives to improve its IT system infrastructure. The acquisition of the IBM Z9 mainframe<br />
boosted our scalability and capability. It also moved to the IP/VPN technology that give the bank<br />
higher bandwidth capability and significantly improved our response time. <strong>PSBank</strong> also set up an<br />
ATM center to better manage all ATM-related operations and institutionalized the Exception<br />
Management System to check and manage risks that may arise from day-to-day operations. The<br />
Bank launched the Monthly Millions Raffle Promo, which produced five millionaires, to boost<br />
deposit levels and create market buzz. The Save it Forward campaign reinforced customer<br />
loyalty, raised deposits and enabled <strong>PSBank</strong> to fulfill its corporate social responsibility by<br />
providing scholarships to nominated scholars from World Vision and Resources for the Blind. The<br />
Bank also launched tactical marketing campaigns for Money Card, re-launched the SME<br />
Business Credit Lines and increased awareness for time deposit products. In 2008, the Bank<br />
revised its Code of Conduct to adjust to new labor laws, BSP guidelines, and incorporate recent<br />
changes in policies and procedures of the Bank. It addressed the changes in disciplinary conduct,<br />
and the role of different units in strengthening the definition and control of business data,<br />
administration and management. It also established a succession planning and staffing program<br />
to ensure normal operations in case of separation, resignation, retirement and transfer of key<br />
management personnel. Although the Bank posted a decline in income for the year ended<br />
December 2008, its core business has significantly improved amidst the present economic<br />
scenario with its continued investments in people, IT capability and strengthening of its risk<br />
management functions.
2. Business of Registrant<br />
a) Products and Services<br />
Being a thrift bank, <strong>PSBank</strong> offers a wide array of products on deposits and loans and services<br />
that cater mainly to consumer and retail customers and distributed through the bank’s 180<br />
branches strategically located nationwide.<br />
Deposits<br />
<strong>PSBank</strong> ATM Savings<br />
<strong>PSBank</strong> Overseas Filipino (OF) Savings<br />
<strong>PSBank</strong> Regular Passbook Savings<br />
<strong>PSBank</strong> Passbook Savings with ATM<br />
<strong>PSBank</strong> Regular Checking<br />
<strong>PSBank</strong> Premium Checking<br />
<strong>PSBank</strong> Short-Term Peso Deposit<br />
<strong>PSBank</strong> Long-Term Peso Deposit<br />
<strong>PSBank</strong> Prime Time Deposit<br />
<strong>PSBank</strong> US Dollar Savings<br />
<strong>PSBank</strong> US Dollar Time Deposit<br />
<strong>PSBank</strong> Premium US Dollar Time Deposit<br />
Consumer Loans<br />
<strong>PSBank</strong> Auto Loan<br />
<strong>PSBank</strong> Flexi Personal Loan<br />
<strong>PSBank</strong> Multi-Purpose Loan<br />
<strong>PSBank</strong> Home Loan<br />
<strong>PSBank</strong> Home Credit Line<br />
<strong>PSBank</strong> Home Construction Loan<br />
Credit Card<br />
<strong>PSBank</strong> Mastercard<br />
Business Loans<br />
<strong>PSBank</strong> SME Business Credit Line<br />
<strong>PSBank</strong> Credit Line<br />
<strong>PSBank</strong> Term Loan<br />
<strong>PSBank</strong> Standby Credit Line Certification<br />
<strong>PSBank</strong> Domestic Bills Purchase Line<br />
<strong>PSBank</strong> Domestic Letter of Credit/Trust Receipt Line<br />
Floor Stock Financing Line<br />
Second Endorsed Check Accommodation<br />
Other Products & Services<br />
<strong>PSBank</strong> Remote Banking<br />
<strong>PSBank</strong> Prepaid Mastercard<br />
Payment Collection Services<br />
Products Accepted:<br />
<strong>PSBank</strong> MasterCard<br />
Metrobank VISA<br />
Metrobank Mastercard<br />
SSS<br />
Globe Telecom<br />
Remittances Services<br />
Domestic Remittances<br />
Foreign Remittances<br />
Foreign Demand Draft<br />
Trust Services<br />
Employee Benefit Trust<br />
Escrow Agency<br />
Investment Management Account<br />
Living Trust Account<br />
Other Services<br />
Payroll Services<br />
SSS Pensioner’s Remittance Program<br />
Safety Deposit Facility<br />
Overnight Depository Box<br />
Fund Transfer Services<br />
Gift Checks/Cashier’s Checks
) Business Contribution<br />
(In Millions) 2010 % 2009 % 2008 %<br />
INTEREST INCOME ON<br />
Loans and receivables P=5,872 71% P=5,376 85% P=4,745 95%<br />
Investment securities 1,7<strong>15</strong> 21% 1,945 31% 1,012 20%<br />
Due from BSP <strong>15</strong>9 2% 93 1% 85 2%<br />
Due from other banks 7 – 6 – 25 –<br />
Interbank loans receivable and securities purchased<br />
under resale agreements 161 2% 110 2% 262 5%<br />
7,913 96% 7,530 119% 6,129 123%<br />
INTEREST EXPENSE ON<br />
Deposit liabilities 2,693 33% 2,485 39% 2,197 44%<br />
Subordinated notes payable 206 2% 206 3% 206 4%<br />
Bills payable 1 – 5 – 17 –<br />
2,901 35% 2,696 43% 2,420 49%<br />
NET INTEREST INCOME 5,012 61% 4,834 77% 3,709 74%<br />
NET SERVICE FEES AND COMMISSION INCOME 692 8% 596 9% 534 11%<br />
O<strong>THE</strong>R OPERATING INCOME (CHARGES) 2,532 31% 842 13% 694 14%<br />
SHARE IN NET EARNINGS OF AN ASSOCIATE<br />
AND A JOINT VENTURE 42 1% 45 1% 47 1%<br />
INCOME, Net of Interest and Commission Expense P=8,278 100% P=6,316 100% P=4,984 100%<br />
c) Distribution Methods of Products and Services<br />
The Bank’s operating segments are organized and managed separately according to the<br />
nature of services provided and the different markets served, with each segment representing<br />
a strategic business unit that offers different products and serves different markets. The<br />
Bank’s reportable segments are as follows:<br />
a. Consumer Banking - principally provides consumer-type loans generated by the Home<br />
Office;<br />
a. Corporate Banking - principally handles loans and other credit facilities for corporate and<br />
institutional customers acquired in the Home Office;<br />
a. Branch Banking - serves as the Bank’s main customer touch point which offers consumer<br />
and corporate banking products; and<br />
a. Treasury - principally handles institutional deposit accounts, providing money market,<br />
trading and treasury services, as well as managing the Bank’s funding operations by use<br />
of government securities and placements and acceptances with other banks.<br />
The Bank has no single customer with revenues from which is 10.00% or more of the Bank’s<br />
total revenue. The Bank presented the disclosure requirements prescribed under PFRS in<br />
Note 6.<br />
The Bank’s assets generating revenues are all located in the Philippines.<br />
d) Status of any publicly-announced new products or services<br />
Products<br />
Date Launched<br />
<strong>PSBank</strong> Flexi Card Activation June 28, 2010<br />
<strong>PSBank</strong> Flexi-Cebu Pacific Tie-Up Promo<br />
July 23, 2010 (6 months)<br />
Check Image Viewing Facility July <strong>15</strong>, 2010<br />
<strong>PSBank</strong> Home Loan (new advertising campaign) May 10, 2010<br />
<strong>PSBank</strong> Auto Loan (new advertising campaign) July 26, 2010<br />
<strong>PSBank</strong> Flexi Personal Loan (new advertising campaign) January <strong>15</strong>, 2010<br />
Remote Banking Bills Payment Promo<br />
<strong>April</strong> <strong>15</strong>, 2010 (2.5 months)
e) Competition<br />
<strong>PSBank</strong> continues to rank as second in the thrift banking category and is larger in terms of<br />
total resources compared with other commercial banks. Although a thrift bank, <strong>PSBank</strong><br />
competes aggressively with other commercial banks in the field of retail and consumer<br />
banking. Competition has become even more challenging amidst the growing number of<br />
players in the consumer business and the vigorous campaign by competitor banks to acquire<br />
a bigger share of the market. While there are many factors beyond its control, the<br />
efficiencies it set into its operations help the Bank face market challenges. Consistency in<br />
product and service delivery remains to be its guidepost for growth. The Bank is taking full<br />
advantage of selected opportunities in the debt market to grow its corporate lending<br />
business.<br />
In 2010, <strong>PSBank</strong> was recognized for its compliance to Corporate Governance during the<br />
annual dinner of the Institute of Corporate Directors (ICD). <strong>PSBank</strong> got a score of 91% in the<br />
ICD scorecard for its corporate governance practices, which landed it in the Silver Category.<br />
The Bank obtained a composite rating of 4 from the Bangko Sentral ng Pilipinas in a letter<br />
released last May 2010, based on Report on Examination dated March 2009. The rating<br />
indicates that the BSP found no major supervisory concerns in the Bank and that it is<br />
fundamentally sound with minor weaknesses that can be addressed by Management in the<br />
normal course of business. Last but not least, Philippine Rating Services Corporation<br />
(Philratings) upgraded its rating for <strong>PSBank</strong>’s unsecured subordinated debt or Tier 2 bonds to<br />
PRS Aaa in October 2010 from PRS Aa plus. PRS Aaa is the highest rating that Philratings<br />
can assign and is defined as “high quality with minimal credit risk”. <strong>PSBank</strong> exercised the call<br />
option on the bonds last January <strong>2011</strong>.<br />
f) Customers/Clients<br />
While the Bank’s client base has been traditionally composed of big and small savers,<br />
<strong>PSBank</strong> persistently builds its CASA deposits. As of year-end, the Bank services about<br />
292,253 deposit accounts and 378,230 loan accounts. Many customers have remained loyal<br />
depositors and borrowers of the Bank through the years. There is no single customer that<br />
accounts for 20% or more of the Bank’s deposits and loans.<br />
g) Transactions with and/or dependence on related parties<br />
In the ordinary course of business, the Bank has loans and other transactions with its<br />
affiliates and with certain directors, officers, stockholders and related interests (DOSRI).<br />
These loans and other transactions are made substantially on the same terms as with other<br />
individuals and businesses of comparable risks. The Bank has complied with the limits<br />
prescribed by regulations.<br />
Other transactions conducted in the normal course of business include deposits with the<br />
parent company, interbank loan transactions and deposit liabilities with related parties.<br />
h) Patents, Trademarks, Copyrights, Licenses, Franchises, etc.<br />
The Bank sells its products and services thru the <strong>PSBank</strong> trademarks and/or tradenames.<br />
The Bank’s operations are not dependent on the terms of these agreements.<br />
i) Government approval of principal products or services<br />
Its authority to operate as a thrift bank governs the Bank’s principal products and services.<br />
Existing products and services are within the scope allowed under the Bank’s regulatory<br />
licenses and do not need special government approval.<br />
j) Research and Development Costs<br />
There are no major expenses on research and development activities. Expenses incurred<br />
related to these activities are included into the regular business expense of the Bank.
k) Employees<br />
<strong>PSBank</strong> considers its entire workforce as important. Everyone is expected to work together<br />
as a team to achieve the Bank’s goals and objectives.<br />
The following are the existing and projected manpower complement:<br />
As of 12/31/2010 Projected – Dec <strong>2011</strong><br />
Senior Officers 60 65<br />
Junior Officers 841 959<br />
Staff 1,854 2,084<br />
Total 2,755 3,108<br />
Although its rank-and-file employees are unionized, the Bank has been strike-free for its<br />
entire history. The Bank’s Management and the Employees’ Union reached an agreement<br />
and signed the Collective Bargaining Agreement (CBA) on January 20, 2010 covering the<br />
period of January 2010 to December 2012, significant features of which include goodwill and<br />
signing bonuses for the initial year 2010 as the Bank’s gesture of appreciation to the mutually<br />
agreed economic package. The CBA also includes salary increases amounting to P1,400,<br />
P1,300 and P1,200 for 2010, <strong>2011</strong> and 2012, respectively. The Bank recognizes the<br />
importance of its human resources, thus, continuing its officership program for head office<br />
and branch functions to its roster of organizational development activities and improving<br />
employee trainings and development to achieve the Bank’s current thrust on operations<br />
quality and competence, service quality and effective sales.<br />
l) Business Risks<br />
<strong>PSBank</strong> is exposed to all business risks that confront all banks in general, such as credit,<br />
market, interest, liquidity, legal, regulatory and operational risk. The Bank’s risk management<br />
structure and process that serve as mechanism to identify, assess and manage these risks<br />
are further discussed in Item 13. Compliance with Leading Practices on Corporate<br />
Governance.<br />
Item 2. Properties<br />
The Bank owns the premises it occupies for the Head Office and 23 of its branches. These<br />
offices and branches are all in good condition and there is no mortgage or lien on any of these<br />
properties owned by the Bank. Schedule of owned branch sites is shown in EXHIBIT 1. The rest<br />
of the Bank’s branch premises are under lease agreements. Terms of leases range from 1 month<br />
to 30 years renewable under certain terms and conditions. Rentals charged against operations<br />
under these lease contracts amounting to P=293.2 million in 2010. Please refer to EXHIBIT 2 for<br />
the Schedule of branch sites under lease agreements.<br />
Item 3. Submission of Matters to a Vote of Security Holders<br />
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a<br />
vote of security holders through the solicitation of proxies or otherwise.
PART II. OPERATIONAL AND FINANCIAL INFORMATION<br />
Item 4. Market for Registrant’s Common Equity and Related Stockholder Matters<br />
a) Market Price Information<br />
<strong>PSBank</strong> common shares were listed in the Philippine Stock Exchange (PSE) in 1994. The shares<br />
are traded under the symbol “PSB”.<br />
The high and low sales prices of the Shares as reported in the PSE for each quarter in the years<br />
ending December 31, 2010, 2009 and 2008 were as follows:<br />
Highest<br />
Lowest<br />
In Php<br />
2010:<br />
First quarter 58.00 53.00<br />
Second quarter 55.00 49.00<br />
Third quarter 55.00 50.00<br />
Fourth quarter 65.00 52.00<br />
2009:<br />
First quarter 39.00 36.00<br />
Second quarter 41.00 38.00<br />
Third quarter 43.00 40.00<br />
Fourth quarter 58.00 42.00<br />
2008:<br />
First quarter 59.04 53.50<br />
Second quarter 53.50 40.00<br />
Third quarter 48.00 47.00<br />
Fourth quarter 47.00 36.00<br />
Source: Bloomberg.<br />
Closing price as of March 31, <strong>2011</strong> was P63.50 per share.
Top 20 Stockholders as of March 31, <strong>2011</strong><br />
Name of Stockholders No. of Shares % to Total<br />
1. Metropolitan Bank and Trust Co. 182,535,895 75.98%<br />
2. PCD Nominee Corporation (Filipino) 14,739,373 6.14%<br />
3. Dolor, Danilo L. 12,610,891 5.25%<br />
4. Dolor, Erlinda L. 7,605,832 3.17%<br />
5. De Leon, Maria Soledad S. 4,000,000 1.66%<br />
6. PSB TID FAO TA#94-00-2-2-006 3,001,369 1.25%<br />
7. De Leon, Gian Carlo S. 2,741,378 1.14%<br />
8. De Leon, Leonard Frederick S. 2,598,334 1.08%<br />
9. De Leon, Alvin Benjamin S. 2,437,887 1.01%<br />
10. De Leon, Kevin Anthony S. 2,407,964 1.00%<br />
11. PCD Nominee Corporation (Non-Filipino) 1,641,272 0.68%<br />
12. Go, James 298,823 0.12%<br />
13. Ng, Jane Frances 141,781 0.06%<br />
14. Chua, Gabriel 100,337 0.04%<br />
<strong>15</strong>. Chua, Josephine T. 81,056 0.03%<br />
16. Ng, Samuel Chua &/or Jocelyn Ngo Ng ITF /<br />
Steven Samuel Ngo Ng 80,100 0.03%<br />
17. Que, Liong H. 68,062 0.03%<br />
18. Choa, Johnny K. 64,843 0.03%<br />
19. Choa, Victoria K. 61,875 0.03%<br />
20. Ty, Alejandro 57,345 0.02%<br />
Total number of stockholders as of March 31, <strong>2011</strong> is 1,706.<br />
Dividends and Dividend Policy<br />
Dividends to be paid in cash by the Bank are subject to approval by a majority of the Board of<br />
Directors and no further approval from the Bank's shareholders is required. Dividends to be paid<br />
in the form of stock requires both the approval of a majority of the Board of Directors and the<br />
approval of shareholders representing not less than two-thirds of the Bank’s outstanding capital<br />
stock. All dividends to be declared are subject to the approval of the BSP and the SEC. There are<br />
no known restrictions to the Bank’s ability to pay dividends on shares.<br />
Pursuant to existing Philippine SEC rules, cash dividends declared by the Bank must have a<br />
record date not less than 10 or more than 30 days from the date the cash dividends are declared.<br />
With respect to stock dividends, the record date is to be not less than 10 or more than 30 days<br />
from the date of shareholders’ approval, provided however, that the set record date is not to be<br />
less than 10 trading days from receipt by the PSE of the notice of declaration of stock dividend. In<br />
relation to banks, however, the record date can only be fixed after receipt of the BSP's approval<br />
for the dividend declaration. In the event that a stock dividend is declared in connection with an<br />
increase in authorized capital stock, the corresponding record date is to be fixed by the SEC.<br />
Subject as described herein, the Bank has historically paid and intends to continue to pay<br />
(subject as described below) dividends on its Shares. The payment of dividends in the future will<br />
depend on the Bank's earnings, cash flow, financial condition and other factors. Dividends may<br />
be declared only from unrestricted retained earnings and subject to approval from the BSP.<br />
Circumstances which could restrict the payment of cash dividends include, but are not limited to,<br />
when the Bank undertakes major projects and developments requiring substantial cash<br />
expenditures or when it is restricted from paying cash dividends by its loan covenants. The Board<br />
of Directors may, at any time, modify the Bank's dividend payout ratio depending on the results of<br />
operations and future projects and plans of the Bank.
The bank declared cash dividends to stockholders on the following dates:<br />
Cash Dividends<br />
Date of Declaration<br />
Per Share Total Amount<br />
Date of BSP Record Date Payment Date<br />
Approval<br />
December 19, 2007 0.<strong>15</strong> 36,037,874 Feb 7, 2008 Feb 27, 2008 Mar 7, 2008<br />
February 13, 2008 0.<strong>15</strong> 36,037,874 May 19, 2008 Jun 05, 2008 Jun 16, 2008<br />
<strong>April</strong> 29, 2008 0.<strong>15</strong> 36,037,874 July 16, 2008 Aug 05, 2008 Aug 20, 2008<br />
July 21, 2008 0.<strong>15</strong> 36,037,874 Sep 11, 2008 Oct 13, 2008 Oct 27, 2008<br />
October 28, 2008 0.<strong>15</strong> 36,037,874 Mar 6, 2009 Mar 26, 2009 Apr <strong>15</strong>, 2009<br />
January 20, 2009 0.<strong>15</strong> 36,037,874 Jun 29, 2009 July 23, 2009 Aug 7, 2009<br />
May 18, 2009 0.<strong>15</strong> 36,037,874 Aug 17, 2009 Sep <strong>15</strong>, 2009 Sep 30, 2009<br />
July 28, 2009 0.<strong>15</strong> 36,037,874 Oct 20, 2009 Nov 13, 2009 Dec 1, 2009<br />
October 13, 2009 0.<strong>15</strong> 36,037,874 Dec <strong>15</strong>, 2009 Jan 14, 2010 Jan 28, 2010<br />
January 19, 2010 0.<strong>15</strong> 36,037,874 Mar 8, 2010 Mar 31, 2010 Apr 16, 2010<br />
February 19, 2010 2.75 660,694,350 Apr 22, 2010 May 17, 2010 May 31, 2010<br />
May 17, 2010 0.<strong>15</strong> 36,037,874 Jun <strong>15</strong>, 2010 Jul 13, 2010 Aug 3, 2010<br />
July 27, 2010 0.<strong>15</strong> 36,037,874 Sep 6, 2010 Sep 29, 2010 Oct 14, 2010<br />
October 14, 2010 0.<strong>15</strong> 36,037,874 Nov <strong>15</strong>, 2010 Dec 8, 2010 Dec 23, 2010<br />
January 20, <strong>2011</strong> 0.<strong>15</strong> 36,037,874 Feb 23, <strong>2011</strong> Mar 18, <strong>2011</strong> Apr 4, <strong>2011</strong><br />
<strong>April</strong> 4, <strong>2011</strong> 0.<strong>15</strong> 36,037,874<br />
No unregistered securities were sold or offered for sale by the Bank for the year 2010.
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
STATEMENTS OF CONDITION<br />
Percent - Increase<br />
December 31<br />
Amount - Increase (Decrease)<br />
(Decrease)<br />
2010 2009 2008 2010 vs 2009 2009 vs 2008 2010 vs 2009 2009 vs 2008<br />
ASSETS<br />
Cash and Other Cash Items P 3,163,939,540 P 2,632,884,729 P 1,436,234,455 P 531,054,811 P 1,196,650,274 20.17% 83.32%<br />
Due from Bangko Sentral ng Pilipinas 2,899,592,073 4,937,990,387 3,228,768,914 (2,038,398,314) 1,709,221,473 -41.28% 52.94%<br />
Due from Other Banks 7,520,836,053 1,528,847,687 1,276,768,278 5,991,988,366 252,079,409 391.93% 19.74%<br />
Interbank Loans Receivable and Securities<br />
Purchased Under Resale Agreements 3,586,560,000 5,900,000,000 750,000,000 (2,313,440,000) 5,<strong>15</strong>0,000,000 -39.21% 686.67%<br />
Fair Value Through Profit or Loss Investments 868,316,442 248,043,099 1,081,772,381 620,273,343 (833,729,282) 250.07% -77.07%<br />
Available-for-Sale Investments 16,200,339,057 18,261,371,820 16,813,786,476 (2,061,032,763) 1,447,585,344 -11.29% 8.61%<br />
Held-to-Maturity Investments 9,162,584,959 4,772,851,076 1,610,283,750 4,389,733,883 3,162,567,326 91.97% 196.40%<br />
Loans and Receivables 53,207,635,160 47,308,237,957 41,603,346,112 5,899,397,203 5,704,891,845 12.47% 13.71%<br />
Investment in an Associate and Joint Venture 829,873,755 788,310,337 369,951,789 41,563,418 418,358,548 5.27% 113.08%<br />
Property and Equipment 2,107,316,622 1,985,474,732 1,765,934,385 121,841,890 219,540,347 6.14% 12.43%<br />
Investment Properties 2,772,308,932 2,582,767,705 2,776,144,811 189,541,227 (193,377,106) 7.34% -6.97%<br />
Deferred Tax Asset 705,361,217 1,256,530,049 1,110,811,220 (551,168,832) 145,718,829 -43.86% 13.12%<br />
Goodwill and Other Intangible Assets 240,684,552 197,472,852 <strong>15</strong>8,516,420 43,211,700 38,956,432 21.88% 24.58%<br />
Other Assets 884,120,899 687,047,211 654,400,472 197,073,688 32,646,739 28.68% 4.99%<br />
P 104,149,469,261 P 93,087,829,641 P 74,636,719,463 P 11,061,639,620 P 18,451,110,178 11.88% 24.72%<br />
LIABILITIES AND EQUITY<br />
Liabilities<br />
Deposit Liabilities<br />
Demand P 7,170,221,822 P 8,188,088,242 P 6,393,728,469 -P 1,017,866,420 P 1,794,359,773 -12.43% 28.06%<br />
Savings 10,147,794,079 9,403,399,256 8,607,973,024 744,394,823 795,426,232 7.92% 9.24%<br />
Time 70,200,793,366 59,798,723,788 46,676,781,428 10,402,069,578 13,121,942,360 17.40% 28.11%<br />
87,518,809,267 77,390,211,286 61,678,482,921 10,128,597,981 <strong>15</strong>,711,728,365 13.09% 25.47%<br />
Subordinated Notes 1,977,141,032 1,973,881,534 2,208,541,621 3,259,498 (234,660,087) 0.17% -10.63%<br />
Treasurer’s, Cashier's and Manager’s Checks 649,433,599 505,738,363 339,901,057 143,695,236 165,837,306 28.41% 48.79%<br />
Accrued Taxes, Interest and Other Expenses 1,132,129,341 895,023,135 904,943,414 237,106,206 (9,920,279) 26.49% -1.10%<br />
Income Tax Payable - 17,425,906 14,073,344 (17,425,906) 3,352,562 -100.00% 23.82%<br />
Other Liabilities 1,262,878,631 1,293,410,922 1,018,052,404 (30,532,291) 275,358,518 -2.36% 27.05%<br />
92,540,391,870 82,075,691,146 66,163,994,761 10,464,700,724 <strong>15</strong>,911,696,385 12.75% 24.05%<br />
Equity<br />
Common Stock 2,402,524,910 2,402,524,910 2,402,524,910 - - 0.00% 0.00%<br />
Capital Paid in Excess of Par Value 2,818,083,506 2,818,083,506 2,818,083,506 - - 0.00% 0.00%<br />
Surplus Reserves 1,035,275,317 854,463,783 730,462,341 180,811,534 124,001,442 21.16% 16.98%<br />
Surplus 5,055,131,075 4,232,673,110 3,296,849,504 822,457,965 935,823,606 19.43% 28.39%<br />
Net Unrealized Gain (Loss) on Available-for-Sale<br />
Investments 355,<strong>15</strong>1,266 819,829,053 (677,288,505) (464,677,787) 1,497,117,558 -56.68% -221.05%<br />
Cumulative Translation Adjustment (57,088,683) (1<strong>15</strong>,435,867) (97,907,054) 58,347,184 (17,528,813) -50.55% 17.90%<br />
11,609,077,391 11,012,138,495 8,472,724,702 596,938,896 2,539,413,794 5.42% 29.97%<br />
P 104,149,469,261 P 93,087,829,641 P 74,636,719,463 P 11,061,639,620 P 18,451,110,178 11.88% 24.72%<br />
See accompanying Notes to Financial Statements.<br />
12
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
STATEMENTS OF INCOME<br />
2010 2009 2008 2010 vs 2009 2009 vs 2008 2010 vs 2009 2009 vs 2008<br />
INTEREST INCOME ON<br />
Loans and receivables P 5,872,206,677 P 5,376,067,642 P 4,745,054,266 P 496,139,035 P 631,013,376 9.23% 13.30%<br />
Investment securities 1,714,742,134 1,944,869,980 1,012,129,324 (230,127,846) 932,740,656 -11.83% 92.16%<br />
Due from BSP <strong>15</strong>8,509,526 92,985,420 85,433,773 65,524,106 7,551,647 70.47% 8.84%<br />
Due from other banks 7,126,287 5,844,863 24,609,925 1,281,424 (18,765,062) 21.92% -76.25%<br />
Interbank loans receivable and securities purchased<br />
under resale agreements<br />
160,512,694<br />
109,764,181 262,379,746 160,512,694 (<strong>15</strong>2,6<strong>15</strong>,565) 146.23% -58.17%<br />
7,913,097,318 7,529,532,086 6,129,607,034 383,565,232 1,399,925,052 5.09% 22.84%<br />
INTEREST EXPENSE ON<br />
Deposit liabilities 2,693,229,929 2,485,486,486 2,196,675,829 207,743,443 288,810,657 8.36% 13.<strong>15</strong>%<br />
Subordinated notes payable 206,037,289 205,737,407 205,983,474 299,882 (246,067) 0.<strong>15</strong>% -0.12%<br />
Bills payable 1,427,292 4,831,064 17,450,070 (3,403,772) (12,619,006) -70.46% -72.31%<br />
2,900,694,510 2,696,054,957 2,420,109,373 204,639,553 275,945,584 7.59% 11.40%<br />
NET INTEREST INCOME 5,012,402,808 4,833,477,129 3,709,497,661 178,925,679 1,123,979,468 3.70% 30.30%<br />
Service fees and commission income 758,628,630 642,921,038 631,459,004 1<strong>15</strong>,707,592 11,462,034 18.00% 1.82%<br />
Service fees and commission expense 66,947,148 46,679,681 97,093,744 20,267,467 (50,414,063) 43.42% -51.92%<br />
NET SERVICE FEES AND COMMISSION INCOME 691,681,482 596,241,357 534,365,260 95,440,125 61,876,097 16.01% 11.58%<br />
O<strong>THE</strong>R OPERATING INCOME (CHARGES) -<br />
Trading and securities gains - net 2,229,490,724 543,632,852 199,740,186 1,685,857,872 343,892,666 310.11% 172.17%<br />
Gain on foreclosure of investment properties 224,362,420 206,142,134 211,126,132 18,220,286 (4,983,998) 8.84% -2.36%<br />
Loss on foreclosure of chattel mortgage (108,401,098) (91,966,009) (60,137,420) (16,435,089) (31,828,589) 17.87% 52.93%<br />
Foreign exchange gain <strong>15</strong>,054,606 12,337,918 186,796,847 2,716,688 (174,458,929) 22.02% -93.40%<br />
Gain on sale of property and equipment 2,366,741 9,804,030 3,833,000 (7,437,289) 5,971,030 -75.86% <strong>15</strong>5.78%<br />
Gain on sale of investment properties <strong>15</strong>,239,<strong>15</strong>4 31,579,889 40,429,690 (16,340,734) (8,849,801) -51.74% -21.89%<br />
Gain on sale of chattel mortgage properties 45,391,188 41,803,965 28,578,089 3,587,223 13,225,876 8.58% 46.28%<br />
Miscellaneous 108,949,822 88,283,966 83,229,054 20,665,856 5,054,912 23.41% 6.07%<br />
2,532,453,558 841,618,744 693,595,578 1,690,834,813 148,023,166 200.90% 21.34%<br />
Total Operating Income 8,236,537,847 6,271,337,230 4,937,458,499 1,965,200,617 1,333,878,731 31.34% 27.02%<br />
O<strong>THE</strong>R EXPENSES<br />
Compensation and fringe benefits 1,740,616,046 1,488,633,458 1,223,833,877 251,982,588 264,799,581 16.93% 21.64%<br />
Provision for credit and impairment losses 912,282,236 1,109,756,584 577,400,627 (197,474,348) 532,355,957 -17.79% 92.20%<br />
Taxes and licenses 777,135,211 559,775,883 451,660,304 217,359,328 108,1<strong>15</strong>,579 38.83% 23.94%<br />
Occupancy and equipment-related costs 424,277,820 362,869,511 307,401,2<strong>15</strong> 61,408,309 55,468,296 16.92% 18.04%<br />
Depreciation and amortization 352,038,108 328,535,606 274,104,098 23,502,502 54,431,508 7.<strong>15</strong>% 19.86%<br />
Security, messengerial and janitorial services 163,935,978 147,976,617 128,687,095 <strong>15</strong>,959,361 19,289,522 10.79% 14.99%<br />
Amortization of intangibles 41,692,711 27,761,608 26,750,792 13,931,103 1,010,816 50.18% 3.78%<br />
Miscellaneous 1,212,927,582 917,642,194 853,688,641 295,285,388 63,953,553 32.18% 7.49%<br />
5,624,905,692 4,942,951,461 3,843,526,649 681,954,231 1,099,424,812 13.80% 28.60%<br />
INCOME BEFORE SHARE IN NET EARNINGS<br />
OF AN ASSOCIATE AND A JOINT VENTURE AND INCOME<br />
TAX<br />
SHARE IN NET EARNINGS OF AN ASSOCIATE AND A<br />
2,611,632,<strong>15</strong>5<br />
Years ended December 31<br />
1,328,385,769 1,093,931,850<br />
Amount - Increase (Decrease)<br />
1,283,246,387<br />
Percent - Increase<br />
(Decrease)<br />
234,453,919 96.60% 21.43%<br />
JOINT VENTURE AND INCOME TAX 41,563,418 45,129,698 46,820,603 (3,566,280) (1,690,905) -7.90% -3.61%<br />
INCOME BEFORE INCOME TAX 2,653,195,573 1,373,5<strong>15</strong>,467 1,140,752,453 1,279,680,107 232,763,014 93.17% 20.40%<br />
PROVISION FOR (BENEFIT FROM) INCOME TAX 845,080,234 133,501,051 200,600,860 711,579,183 (67,099,809) 533.01% -33.45%<br />
NET INCOME P 1,808,1<strong>15</strong>,339 P 1,240,014,416 P 940,<strong>15</strong>1,593 P 568,100,924 P 299,862,823 45.81% 31.90%<br />
Basic/Diluted Earnings Per Share 7.53 5.16 3.98<br />
13
Item 5. Plan of Operation and Management’s Discussion and Analysis<br />
A. Plan of Operation<br />
The Bank will further expand its geographic reach nationwide as it plans to open more branches<br />
in 2010. Expansion of ATM presence in non-branch locations will still be pursued given the<br />
growing demand for customer convenience. In line with the Bank’s strategic initiatives on<br />
information technology, it will provide reliable technology infrastructure to improve operating<br />
efficiency. The Bank will continue offering superior E-Banking services and pursue Sales<br />
Effectiveness and Customer Service-related programs that will provide existing and forthcoming<br />
customers the convenient solutions to their banking needs.<br />
B. Management’s Discussion and Analysis<br />
i. Analysis of Statements of Condition<br />
As of December 31, 2010 and 2009<br />
The Bank’s Total Assets for the year ending December 31, 2010 stood at P104.<strong>15</strong> billion. This<br />
was 12% better than the December 2009 level of P93.09 billion. Significant year-on-year<br />
increases were reflected in loans and receivables, held-to-maturity investment securities and due<br />
from other banks.<br />
Loans and Receivables climbed by 12% to P53.21 billion from P47.31 billion as the Bank<br />
continued to benefit from the growth trend in the consumer market sector boosted by higher<br />
confidence in the new administration.<br />
Held-to-Maturity Investments grew by 92% or P4.39 billion to P9.16 billion as the Bank continued<br />
to build up its long term portfolio investment in government securities and ROP bonds.<br />
Due from Other Banks rose by 392% to P7.52 billion from year-ago level of P1.53 billion due to<br />
the shift in investment strategy from AFS to short term placements with other banks. Cash and<br />
Other Cash Items were also higher by 20% to P3.16 billion.<br />
The Bank continued to maintain its 25% interest in Toyota Financial Services Philippines<br />
Corporation (TFSPC) and 40% interest in Sumisho Motor Finance Corporation (SMFC).<br />
The Bank’s 25% stake in TFSPC posted a 17% increase or P65.71 million to P458.92 million<br />
from P393.21 million in 2009 due to recognition of share in the associate’s profit amounting to<br />
P65.71 million in 2010.<br />
SMFC, the joint venture with Sumitomo Corporation, was incorporated on November 26, 2009 to<br />
engage in motorcycle financing in the Philippines. As of December 31, 2010, total current assets,<br />
non-current assets and non-current liabilities of SMFC amounted to P868.29 million, P124.4<br />
million and P65.3 million, respectively. SMFC started its commercial operations in March 2010.<br />
As of December 31, 2010, SMFC has a total of 9 branches situated in Metro Manila and strategic<br />
provinces.<br />
Property and Equipment was 6% higher year-on-year to P2.11 billion due to expansion of ATM<br />
network, opening of ten (10) new branches, relocation and renovation of some branches in 2010.<br />
Goodwill and Other Intangible Assets including software costs and license fees increased by 22%<br />
or P43.21 million to P240.68 million. Likewise, Other Assets were 29% higher at P884.12 million<br />
compared with the December 2009 level of P687.05 million due to increases in chattel mortgage<br />
and prepaid taxes on investment securities.<br />
Deferred Tax Assets (DTA) went down by 44% to P705.36 million from P1.26 billion to align the<br />
level of DTA with the 5-year forecasted taxable income.
Meanwhile, Fair Value through Profit or Loss (FVPL) Investments increased by 250% to P868.32<br />
million from P248.04 million as the Bank took advantage of the volatility in interest rate for its<br />
trading portfolio.<br />
Likewise, Investment Properties increased by 7% to P2.77 billion from P2.58 billion as a result of<br />
foreclosure of loan accounts with significant balances.<br />
The Bank’s deposit level grew by 13% to P87.52 billion from P77.39 billion recorded the previous<br />
year. The Bank continued to benefit from its various deposit generation campaigns and expanded<br />
branch and ATM network. Time deposits increased by 17% or P10.40 billion. Likewise, savings<br />
deposits grew by 8% or P744.39 million while Demand deposits decreased by 12% or P1.02<br />
billion.<br />
Last October 2010, Philippine Rating Services Corporation (Philratings) upgraded its rating for<br />
<strong>PSBank</strong>’s P2.0 billion Unsecured Subordinated Notes to PRS Aaa from PRS Aa plus. The<br />
Unsecured Subordinated Notes (Tier 2) is due in 2016, with step up in <strong>2011</strong>. The request of the<br />
Bank to exercise the call option on the Note was approved by the BSP on December 10, 2010.<br />
The Bank exercised the call option on January 28, <strong>2011</strong>.<br />
Treasurer’s, cashier’s and manager’s checks as of December 2010 was higher by 28% to<br />
P649.43 million from P505.74 million reflected in the same period last year.<br />
In 2010, there was no outstanding income tax payable due to application of MCIT credits.<br />
Compared to December 2009, Capital was 5% higher at P11.61 billion from the P11.01 billion<br />
due to higher net income by 30% or P568.10 million to P1.81 billion. In addition to quarterly<br />
dividends, special dividends of P660.69 million or P2.75 per share was declared last February<br />
19, 2010. Mark to market (MTM) gain on Available-for-Sale investments decreased by 57% or<br />
P464.68 million to P355.<strong>15</strong> million compared to last year’s MTM gain of P819.83 million. As of<br />
end 2010, Capital Adequacy Ratio (CAR) was at <strong>15</strong>.37%. This ratio remained way above the<br />
minimum regulatory requirement of 10%. As of December 31, 2010 and 2009, the Bank<br />
recorded ‘Cumulative translation adjustment’ under equity amounting to P57.1 million and P1<strong>15</strong>.4<br />
million, respectively.<br />
Meanwhile, Return on Average Equity (ROAE) increased to <strong>15</strong>.99% in 2010 versus 12.73% in<br />
2009. Likewise, Return on Average Assets (ROAA) went up to 1.83% in 2010 from 1.48% in<br />
2009.<br />
As of December 31, 2009 and 2008<br />
The Bank’s Total Assets for the year ending December 31, 2009 stood at P93.09 billion. This<br />
was 25% better than the December 2008 level of P74.64 billion. Significant year-on-year<br />
increase was attributed to the positive results in loans and receivables, securities purchased<br />
under resale agreements and investments in government securities.<br />
In 2009, Loans and Receivables increased by 14% to P47.31 billion from P41.60 billion as the<br />
Bank continued to benefit from the growth trend in the consumer loans sector and participated in<br />
corporate issuances of prime companies.<br />
Interbank Loans Receivable and Securities Purchased under Resale Agreements or the Bank’s<br />
lending to Bangko Sentral ng Pilipinas (BSP) collateralized by government securities increased<br />
by P5.<strong>15</strong> billion to P5.90 billion from last year’s P750 million.<br />
Held-to-Maturity Investments and Available-For-Sale Investments grew by P3.16 billion and<br />
P1.45 billion to P4.77 billion and P18.26 billion, respectively, as the Bank invested its excess<br />
funds in government securities and ROP bonds.<br />
Due from BSP rose by 53% to P4.94 billion from year-ago level of P3.23 billion. Due from Other<br />
Banks was P252.08 million higher at P1.53 billion due to increase in placements with other<br />
banks. Cash and Other Cash Items were also higher by 83% to P2.63 billion.
Investments in an Associate and a Joint Venture represent 25% interest in Toyota Financial<br />
Services Philippines Corporation (TFSPC) and 40% interest in Sumisho Motor Finance<br />
Corporation (SMFC).<br />
The Bank’s 25% stake in TFSPC, posted a 6% increase or P23.26 million to P393.21 million from<br />
P369.95 million in 2008 due to recognition of share in the associate’s profit amounting to P50.03<br />
million in 2009.<br />
SMFC, the joint venture with Sumitomo Corporation, was incorporated on November 26, 2009 to<br />
engage in motorcycle financing in the Philippines. As of December 31, 2009, total current assets,<br />
non-current assets and non-current liabilities of SMFC amounted to P=1.0 billion, P39.2 million<br />
and P=55.7 million, respectively. SMFC will start its commercial operations in the first quarter of<br />
2010.<br />
Property and Equipment was 12% higher year-on-year to P1.99 billion due to opening of six (6)<br />
additional branches, relocation of various branches, expansion of ATMs and purchases of<br />
computer equipment, furniture and fixtures in 2009.<br />
Goodwill and Other Intangible Assets including software costs and license fees increased by<br />
25% or P38.96 million to P197.47 million.<br />
Other Assets were 5% higher at P687.05 million compared with the December 2008 level of<br />
P654.40 million due to increases in Prepaid expenses, Stationeries and Supplies on Hand and<br />
Returned Checks and Other Cash items. On the other hand, it was partially offset by the decline<br />
in Chattel Mortgage by 27% or to P68.01 million due to this year’s higher disposal of<br />
repossessed vehicles acquired from settlement of loans and receivables.<br />
Deferred Tax Assets went up by 13% to P1.26 billion from P1.11 billion previously mainly due to<br />
payment of MCIT and increase in provisions for impairment and credit losses. This was offset by<br />
the decrease in NOLCO amounting to P211.88 million as the Bank applied the remaining<br />
NOLCO in 2009.<br />
Meanwhile, Fair Value through Profit or Loss (FVPL) Investments declined by 77% to P248.04<br />
million from P1.08 billion as the Bank took profit on its trading account portfolio.<br />
Likewise, Investment Properties decreased by 7% to P2.58 billion from P2.78 billion as a result of<br />
higher disposal of acquired properties.<br />
The Bank’s deposits grew by 25% to P77.39 billion from P61.68 billion recorded the previous<br />
year. Demand and time deposits both increased by 28% or P1.79 billion and P13.12 billion,<br />
respectively.<br />
Treasurer’s, cashier’s and manager’s checks as of December 2009 improved by 49% to P505.74<br />
million from P339.90 million reflected in the same period last year.<br />
Subordinated Notes and Bills Payable decreased by 11% to P1.97 billion as the Bank settled its<br />
interbank borrowings in 2009.<br />
Income Tax Payable slightly increased by P3.35 million to P17.43 million due to higher amount of<br />
gross income on loans subject to tax. Also, Other Liabilities inched up by P275.36 million to<br />
P1.29 billion from P1.02 billion in 2008.<br />
Compared to December 2008, Capital was 30% higher at P11.01 billion from the P8.47 billion<br />
due to movement in net unrealized gains on available-for-sale portfolio. Mark to market (MTM)<br />
gain on available-for-sale investments significantly increased by P1.50 billion to P819.83 million<br />
compared to last year’s MTM loss of P677.29 million. As a result, Capital Adequacy Ratio (CAR)<br />
reached a high of 14.44% in end-2009. This ratio remained way above the minimum regulatory<br />
requirement of 10%.
In 2009, the Bank reflected a negative P1<strong>15</strong>.44 million in its ‘Cumulative translation adjustment’<br />
under equity.<br />
Meanwhile, Return on Average Equity (ROAE) increased to 12.73% in 2009 versus 12.47% in<br />
2008. Likewise, Return on Average Assets (ROAA) went up to 1.48% in 2009 from 1.31% in<br />
2008.<br />
ii. Discussion of Results of Operations<br />
For the years ended December 31, 2010 and 2009<br />
In 2010, the Bank recorded a Net Income after Tax of P1.81 billion or 46% more than the P1.24<br />
billion it posted during the same period last year.<br />
Total Interest Income grew by 5% or P383.57 million, better than the P7.53 billion recorded in the<br />
same period last year.<br />
Interest income on Loans and Receivables showed a 9% improvement or an increase of P496.14<br />
million.<br />
Interest Income on Investment Securities was lower by 12% to P1.71 billion as the Interest<br />
earned from placements with the BSP rose 70% to P<strong>15</strong>8.51 million versus P92.99 million in<br />
2009.<br />
Also, Interest income from Deposits with Other Banks increased by 22% to P7.13 million and<br />
interest earned from Interbank Loans Receivable and Securities Purchased under Resale<br />
Agreements was up by 46% to P160.51 million.<br />
Net Service Fees and Commission Income increased by 16% to P691.68 million from P596.24 in<br />
2009.<br />
Other Operating Income also posted a favorable growth of 201% or P1.69 billion to P2.53 billion.<br />
The Bank took advantage of the trading opportunities in the bond market resulting in higher<br />
trading income of P2.23 billion vs. P543.62 million in 2009 or an increase of P1.69 billion.<br />
The Bank also reflected a lower income on sale of property and equipment which decreased by<br />
76% or P7.44 million to P2.37 million.<br />
The Bank registered higher income on foreclosure of investment properties which increased by<br />
9% or P18.22 million to P224.36 million. This was offset by the loss on foreclosure of chattel<br />
mortgage by 18% or P16.44 million to P108.41 million. On the other hand, gain on sale of<br />
investment properties slid by 52% or P16.34 million to P<strong>15</strong>.24 million, while gain on sale of<br />
chattel mortgage increased by 9% or P3.59 million to P45.39 million.<br />
Meanwhile, Foreign Exchange gain was higher at 22% or P<strong>15</strong>.05 million in 2010 versus P12.33<br />
million in 2009. Miscellaneous income which includes rent income from investment properties<br />
increased by 23% or P20.67 million to P108.95 million in 2010.<br />
Total Interest Expense increased by 8% to P2.90 billion. Interest Expense on Deposit Liabilities<br />
was higher by 8% to P2.69 billion versus the same period last year. In addition, Interest Expense<br />
on bills payable representing interest payments on interbank borrowings declined by 70% to<br />
P1.43 million from P4.83 million. In 2010, The Bank also recognized Interest Expense on Tier 2<br />
amounting to P206.24 million.<br />
Other Expenses was registered at P5.62 billion in 2010, up by 14% compared to 2009 level.<br />
Compensation and Fringe Benefits increased by 17% or P251.98 million due to increases in<br />
number of employees to 2,755 from 2,501 previously and the implementation of the revised<br />
employee benefits based on the new Collective Bargaining Agreement.
Occupancy and equipment costs increased by 17% or P61.41 million to P424.28 million due to<br />
branch and ATM expansion during the year. Likewise, Security, messengerial and janitorial<br />
services increased by 11% or P<strong>15</strong>.96 million to P163.94 million. Depreciation and amortization<br />
was higher by 7% or P23.50 million and Taxes and Licenses rose by 39% or P217.36 million due<br />
to payment of local taxes on renewal of business permits. The Bank’s provisioning levels<br />
decreased by P197.47 Million or 18% from P1.11 billion to P912.28 million in 2010.<br />
As of December 31, 2010, the Bank has a total branch network of 180 compared to 170 in 2009.<br />
By the end of 2010, the Bank had 380 ATMs nationwide versus 306 in 2009. Also in 2010, the<br />
Bank continued its investments in technology and further enhanced its Remote Banking facility.<br />
For the years ended December 31, 2009 and 2008<br />
In 2009, the Bank recorded a net income of P1.24 billion or 32% more than the P940.<strong>15</strong> million<br />
posted during the same period last year.<br />
Total Interest Income grew by 23% or P1.40 billion year-on-year. Interest income on Loans and<br />
Receivables showed a 13% improvement at P5.38 billion. Interest Income on Investment<br />
Securities was higher by 92% to P1.94 billion while Interest earned from placements with the<br />
BSP rose 9% to P92.99 million. Meanwhile, interest income from Deposits with Other Banks slid<br />
76% to P5.84 million while interest earned from Interbank Loans Receivable and Securities<br />
Purchased under Resale Agreements was down 58% to P109.76 million.<br />
The Bank’s Net Service Fees and Commissions rose by 12% to P596.24 million. Other<br />
Operating Income also posted a favorable growth of 21% or P148.02 million to P841.62 million<br />
as the Bank took advantage of the trading opportunities in the bond market. As a result, trading<br />
income rose by P343.89 million to P543.63 million.<br />
The Bank also reflected a higher income on sale of property and equipment which increased by<br />
<strong>15</strong>6% or P5.97 million to P9.80 million.<br />
The Bank registered lower income on foreclosure of investment properties which decreased by<br />
2% or P4.98 million to P206.14 million. Likewise, increase in loss on foreclosure of chattel<br />
mortgage by 53% or P31.83 million to P91.97 million was recognized. On the other hand, gain<br />
on sale of investment properties slid by 22% or P8.85 million to P31.58 million, while gain on sale<br />
of chattel mortgage increased by 46% or P13.23 million to P41.80 million.<br />
Meanwhile, Foreign Exchange gain was lower at P12.3 million in 2009 versus P186.80 million in<br />
2008. Miscellaneous income which includes rent income from investment properties increased by<br />
6% or P5.05 million to P88.28 million in 2009.<br />
Total Interest Expense increased by 11% to P2.70 billion. Interest Expense on Deposit Liabilities<br />
was higher by 13% to P2.49 billion versus the same period last year. In addition, Interest<br />
Expense on bills payable representing interest payments on interbank borrowings declined by<br />
72% to P4.83 million from P17.45 million.<br />
Other Expenses was registered at P4.94 billion in 2009, up by 29% compared to 2008 levels.<br />
Compensation and fringe benefits rose by P264.80 million, while Occupancy and equipment<br />
costs increased by P55.47 million to P362.87 million due to branch and ATM expansion during<br />
the year. Likewise, Security, messengerial and janitorial services increased by P19.29 million to<br />
P147.98 million. Depreciation and amortization was higher by 19% or P54.43 million and Taxes<br />
and Licenses rose by P108.12 million. The Bank also improved its provisioning levels by P532.36<br />
million or 92%.<br />
As of December 31, 2009, the Bank has a total branch network of 170 compared to 164 in 2008.<br />
By the end of 2009, the Bank had 306 ATMs nationwide versus 189 in 2008. Also in 2009, the<br />
Bank continued its investments in technology and further enhanced its Remote Banking facility.
iii. Analysis of Key Performance Indicators<br />
The following basic ratios measure the financial performance of the Bank:<br />
2010 2009 2008<br />
Return on Average Equity ROAE <strong>15</strong>.99% 12.73% 12.47%<br />
Return on Average Assets ROAA 1.83% 1.48% 1.31%<br />
Net Interest Margin on<br />
Average Earning Assets NIM 5.57% 6.43% 5.75%<br />
Earnings per share EPS 7.53 5.16 3.98<br />
Capital-to-Risk Assets Ratio CAR <strong>15</strong>.37% 14.44% 17.42%<br />
2010 vs. 2009 Comparative highlights on key performance indicators<br />
1. Return on Average Equity (ROAE) increased to <strong>15</strong>.99% in 2010 from 12.73% in 2009. ROAE<br />
measures how well the Bank is using common shareholders’ invested money. It is calculated by<br />
dividing net income by the year-on-year average of the outstanding shareholders’ equity.<br />
2. Return on Average Assets (ROAA) as of December 31, 2010 improved to 1.83% from last<br />
year’s 1.48%. ROAA is calculated by dividing net income by the year-on-year average of the<br />
outstanding total assets.<br />
3. Net Interest Margin on Average Earning Assets (NIM) decreased to 5.57% in 2010 from 6.43%<br />
in 2009. NIM is calculated by dividing the net interest income by the average earning assets.<br />
4. Earnings per Share (EPS) increased to P7.53 as of 2010 versus P5.16 in 2009. EPS is the<br />
net profit the Bank has generated per common share. It is computed by dividing net income by<br />
the number of outstanding common shares.<br />
5. Capital to Risk Assets Ratio (CAR) was at <strong>15</strong>.37% in 2010 from 14.44% in 2009. CAR is the<br />
measure of the Bank’s capital strength. It is calculated by dividing the qualified capital by riskweighted<br />
assets as defined by the Bangko Sentral ng Pilipinas (BSP).<br />
2009 vs. 2008 Comparative highlights on key performance indicators<br />
1. Return on Average Equity (ROAE) climbed steadily to 12.73% in 2009 from 12.47% in 2008.<br />
ROAE measures how well the Bank is using common shareholders’ invested money. It is<br />
calculated by dividing net income by the year-on-year average of the outstanding shareholders’<br />
equity.<br />
2. Return on Average Assets (ROAA) as of December 31, 2009 improved to 1.48% from last<br />
year’s 1.31%. ROAA is calculated by dividing net income by the year-on-year average of the<br />
outstanding total assets.<br />
3. Net Interest Margin on Average Earning Assets (NIM) increased to 6.43% in 2009 from 5.75%<br />
in 2008. NIM is calculated by dividing the net interest income by the average earning assets.<br />
4. Earnings per Share (EPS) likewise increased to P5.16 for the year 2009 as against the P3.98<br />
posted in the year 2008. EPS is the net profit the Bank has generated per common share. It is<br />
computed by dividing net income by average number of outstanding common shares.<br />
5. Capital to Risk Assets Ratio (CAR) declined to 14.44% in 2009 from 17.42% in 2008. CAR is<br />
the measure of the Bank’s capital strength. It is calculated by dividing the qualified capital by riskweighted<br />
assets as defined by the Bangko Sentral ng Pilipinas (BSP).
iv. Key Variables and Other Qualitative and Quantitative Factors<br />
a) Liquidity<br />
<strong>PSBank</strong> manages its liquidity position to ensure that it has more than adequate funds to meet its<br />
obligations at any given time. The Bank monitors its daily liquidity and reserve position by<br />
determining inflows and outflows, short-term and long-term obligations, holdings and repayments.<br />
Short-term liquidity management identifies obligations and repayments in the next 12-months,<br />
aids in the determination of the securities trading strategy, and influences the Bank’s pricing<br />
mechanism. On the other hand, long-term liquidity management covers maturing obligations and<br />
repayments of loans and investments beyond the next 12-months.<br />
The Bank’s consistent prudent management of its liquidity and sustained deposit growth in 2010<br />
has led to the further improvement of its liquidity profile. Furthermore, the level of liquid assets<br />
remained strong, exhibiting healthy growth in both interbank lendings and securities investments.<br />
With the Bank’s high capitalization, current liquidity position, strong deposit growth trend,<br />
continuing development of retail and corporate accounts, and prudent liquidity management,<br />
<strong>PSBank</strong> does not anticipate encountering any cash flow or liquidity problems in the next 12<br />
months. It remains confident of its ability to meet its obligations and is committed to providing the<br />
necessary funding to support the projected loan growth, investment activities and expenditures<br />
for 2010.<br />
b) Events that will trigger Direct or Contingent Financial Obligation<br />
In the normal course of the Bank's operations, there are various outstanding commitments and<br />
contingent liabilities such as guarantees and commitments to extend credit, which are not<br />
reflected in the accompanying financial statements. The Bank does not anticipate significant<br />
losses as a result of these transactions.<br />
Also, several suit and claims relating to the Bank’s lending operations and labor-related cases<br />
remain unsettled. In the opinion of management, these suits and claims, if decided adversely, will<br />
not involve sums having a material effect on the financial statements.<br />
c) Material Off-Balance Sheet Transactions, Arrangements and Obligations<br />
The following is a summary of the Bank’s commitments and contingent liabilities at their<br />
equivalent peso contractual amounts:<br />
2010 2009 2008<br />
Trust department accounts 631,063,745 630,040,803 508,442,498<br />
Stand-by credit line 112,514,393 104,023,029 <strong>15</strong>1,342,780<br />
Late deposits/ payments received 58,460,284 88,146,816 22,273,773<br />
Items held for safekeeping 336,370 232,334 208,889<br />
Outward bills for collection – 82,141 88,735<br />
Others 24,994 24,107 75,201<br />
None of these off-balance sheet transactions, arising in the ordinary course, either individually or<br />
in the aggregate, are expected to have a material adverse effect on the Bank of its financial<br />
condition.
d) Material Commitments for Capital Expenditures<br />
The Bank completed in 2008 the issuance of common shares through another stock rights<br />
offering and was able to raise P2.0 billion in capital. In general, the Bank used the net proceeds<br />
from the Offer in strengthening its capital adequacy ratio, taking into account the effects of the<br />
Basel II and continuously enhancing its financial flexibility as well as for general corporate<br />
purposes including but not limited to lending, working capital and investment purposes.<br />
The Bank’s Capital Expenditures in 2010 includes projected expenses for IT-related activities on<br />
systems, infrastructure, and licenses; computer and peripherals; upgrade of bank premises<br />
including furniture, fixtures and equipment. For <strong>2011</strong>, the Bank plans to open fifteen (<strong>15</strong>) more<br />
branches and put up 95 additional offsite ATMs.<br />
e) Causes for Any Material Changes from Period to Period of Financial Statements<br />
See previous discussion on Analysis of Statement of Condition and Discussion of Results of<br />
Operations.<br />
f) Known Trends, Events or Uncertainties or Seasonal Aspects<br />
The financial statements of the Bank have been prepared in compliance with Philippine Financial<br />
Reporting Standards (PFRS).<br />
g) Changes in Accounting Policies and Disclosures<br />
The accounting policies adopted are consistent with those of the previous financial year. The<br />
issuance of and the amendments to the following standards and interpretations which became<br />
effective as of January 1, 2010, did not have any impact on the accounting policies, financial<br />
position or performance of the Bank:<br />
• PFRS 2 Amendments - Group Cash-settled Share-based Payment Transaction, effective for<br />
annual periods beginning on or after January 1, 2010<br />
• PFRS 3, Business Combinations (Revised), effective for annual period beginning on or after<br />
July 1, 2009<br />
• Philippine Accounting Standard (PAS) 27, Consolidated and Separate Financial Statements<br />
(Amended), effective for annual periods beginning on or after July 1, 2009<br />
• PAS 39 Amendment - Eligible Hedged Items, effective for annual periods beginning on or<br />
after July 1, 2009<br />
• Philippine Interpretation International Financial Reporting Interpretation Committee (IFRIC)<br />
17, Distributions of Non-Cash Assets to Owners, effective for annual periods beginning on or<br />
after July 1, 2009 with early application permitted<br />
Improvements to PFRSs<br />
Improvements to PFRSs, an omnibus of amendments to standards, deal primarily with a view to<br />
removing inconsistencies and clarifying wording. There are separate transitional provisions for<br />
each standard. The adoption of the following amendments resulted in changes to accounting<br />
policies but did not have any impact on the financial position or performance of the Bank.<br />
Improvements to PFRSs 2008<br />
The amendment arising from the 2008 Improvements to PFRSs is effective for annual periods<br />
beginning on or after July 1, 2009.<br />
• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations, clarifies that when a<br />
subsidiary is classified as held for sale, all its assets and liabilities are classified as held for<br />
sale, even when the entity remains a non-controlling interest after the sale transaction.
Improvements to PFRSs 2009<br />
The amendments in the 2009 Improvements to PFRSs are effective for annual periods beginning<br />
on or after July 1, 2009, except for the amendments to PFRS 5, PFRS 8, PAS 1, PAS 7, PAS 17,<br />
PAS 36 and PAS 39, which are effective for annual periods beginning on or after January 1,<br />
2010. The amendment to PAS 18 was effective from issue date of the standard in <strong>April</strong> 2009.<br />
• PFRS 5, clarifies that the disclosures required in respect of non-current assets and disposal<br />
groups classified as held for sale or discontinued operations are only those set out in PFRS<br />
5. The disclosure requirements of other PFRSs only apply if specifically required for such<br />
non-current assets or discontinued operations. The amendment has no impact on the<br />
financial position or financial performance of the Bank.<br />
• PFRS 8, Operating Segments, clarifies that segment assets and liabilities need only be<br />
reported when those assets and liabilities are included in measures that are used by the chief<br />
operating decision maker. As the Bank’s chief operating decision maker reviews segment<br />
assets and liabilities, the Bank has continued to disclose this information in Note 6.<br />
• PAS 7, Statement of Cash Flows, states that only expenditure that results in recognizing an<br />
asset can be classified as a cash flow from investing activities. This amendment has no<br />
impact on the Bank’s statements of cash flows.<br />
• PAS 36, Impairment of Assets, The amendment clarifies that the largest unit permitted for<br />
allocating goodwill, acquired in a business combination, is the operating segment as defined<br />
in PFRS 8 before aggregation for reporting purposes. The amendment has no impact on the<br />
Bank as the annual impairment test is performed before aggregation.<br />
Other amendments resulting from the 2009 Improvements to PFRSs to the following standards<br />
did not have any impact on the accounting policies, financial position or performance of the Bank.<br />
• PFRS 2, Share-based Payment<br />
• PAS 1, Presentation of Financial Statements<br />
• PAS 17, Leases<br />
• PAS 38, Intangible Assets<br />
• PAS 39, Financial Instruments: Recognition and Measurement<br />
• Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives<br />
• Philippine Interpretation IFRIC-16, Hedge of a Net Investment in a Foreign Operation<br />
Except for the foregoing, there are no known trends, events and uncertainties or seasonal<br />
aspects that may effect liquidity or reverse the generally profitable results of operation of the<br />
Bank.<br />
Independent Accountant<br />
SyCip Gorres Velayo & Co. (SGV & Co.), independent certified public accountants, audited the<br />
Bank’s financial statements without qualification and in accordance with Philippine Standards on<br />
Auditing and has expressed its opinion on the fairness of presentation upon completion of its<br />
examination, in its report to the stockholders and Board of Directors.<br />
The following table sets out the aggregate fees billed for each of the years ended December 31,<br />
2010 and 2009 for professional services rendered by SGV & Co for the audit of the Bank's annual<br />
financial statements.<br />
2010 2009<br />
Audit and Audit-Related Fees:<br />
Fees for services that are normally<br />
provided by the external auditor in<br />
connection with statutory and regulatory<br />
filings or engagements P=2,000,000.00 P=1,750,000.00
Tax and All Other Fees for Services of External Auditor<br />
The Bank has engaged the services of external auditor for tax accounting, compliance, advice,<br />
planning and any other form of tax services during the last two years. The collective fees for<br />
each year ended December 31, 2010 and 2009 amounted to P251,440 and P<strong>15</strong>2,208,<br />
respectively.<br />
Fees for Services of other Tax Consultant<br />
Beginning September 2010, the Bank has engaged the services of Du-Baladad and Associates<br />
for tax consultancy. The collective fees for the year ended December 31, 2010 amounted to<br />
P66,336.<br />
Audit Committee’s Approval Policies and Procedures for Above Services<br />
As Metrobank subsidiary, the Bank adopted the Parent’s policies and procedures on audit<br />
engagement contract for external auditors. The same was discussed and approved by the Audit<br />
Committee.<br />
Included in the duties and responsibilities of the Audit Committee as provided in Item No. 4 of the<br />
Audit Committee Charter is for the Audit Committee to “consider the appointment of… external<br />
auditor, audit fees…” among others.<br />
Item 6. Financial Statements<br />
The audited financial statements of the Bank and statement of management responsibility are<br />
included as an accompanying attachment.<br />
Item 7. Changes in and Disagreements with Accountants on Accounting and Financial<br />
Disclosure<br />
SyCip Gorres Velayo & Co. (SGV & Co.), independent certified public accountants, audited the<br />
Bank’s financial statements without qualification and in accordance with Philippine Standards on<br />
Auditing and has expressed its opinion on the fairness of presentation upon completion of its<br />
examination, in its report to the stockholders and Board of Directors.<br />
SGV & Co. has acted as the Bank’s external auditors since 1979. Aris C. Malantic is the audit<br />
partner for the Bank and has served as such for 5 years since 2006. In compliance with the 5-<br />
year rotation requirement, the new certifying partner from SGV and Co. will be Janeth T. Nuñez.<br />
The Bank has no disagreements on accounting and financial disclosures with its current external<br />
auditors for the same periods or any subsequent interim period.<br />
The same group of independent public accountants has been approved by the Audit Committee<br />
to be re-appointed as the external auditors of the company for the year <strong>2011</strong>. The re-appointment<br />
of SGV complies with the requirement of SEC under SRC Rule 68 (3) (b) (IV). The same has<br />
been submitted to the Board of Directors for confirmation during its organizational meeting that<br />
was held immediately after the Annual Stockholders’ Meeting.<br />
Representatives of SGV were present at the Annual Stockholders’ Meeting and had the<br />
opportunity to make a statement if they desire to do so and will be available to answer<br />
appropriate questions.
PART III. CONTROL AND COMPENSATION INFORMATION<br />
Item 8. Directors and Executive Officers<br />
Directors of the Bank are elected at the annual stockholders’ meeting to hold office for a term of<br />
one (1) year until the next succeeding annual meeting and until the respective successors have<br />
been elected and qualified. Officers are elected by the newly-elected Board of Directors at the<br />
first meeting.<br />
Directors<br />
The following are the Directors for 2010 – <strong>2011</strong>:<br />
Name/ Position Age Citizenship Business Experience and Present and<br />
Past Directorship with Other<br />
Companies for the last five (5) years<br />
Jose T. Pardo<br />
Chairman of the Board<br />
of Directors /<br />
Independent<br />
Director<br />
72 Filipino Present Involvements<br />
• Chairman, Philippine Savings Bank<br />
• Chairman, OOCC General<br />
Construction Corp.<br />
• Chairman, ECPay (Electronic<br />
Commerce Payment Network, Inc.)<br />
• Director, Bank of Commerce<br />
• Director, JG Summit Holdings, Inc.<br />
• Director, ZNN Radio Veritas<br />
• Director, Bank of Commerce<br />
Investment Corporation<br />
• Director, National GRID Corporation of<br />
the Phils.<br />
• Director, Philippine Stock Exchange<br />
• Member, EDSA People Power<br />
Commission, office of the President<br />
Relatives<br />
up to 4 th<br />
Civil<br />
degree<br />
None<br />
Past Experiences/ Positions Held<br />
• Chairman, Electronic Realty<br />
Associates, Inc.<br />
• Chairman, Asian Holdings Corp.<br />
• Chairman, Free Legal Assistance for<br />
Good Cops<br />
• Chairman, Muay Thai Philippines<br />
Association<br />
• President, Cable Entertainment Corp.<br />
• President, Philippine Seven<br />
Corporation (Philippine Licensee of 7-<br />
Eleven, USA)<br />
• President, Wenphil Corporation<br />
(Philippine Area Licensee of Wendy’s,<br />
USA)<br />
• President, Asian Holdings Corp.<br />
• President, Land & Housing Dev’t.<br />
Corporation<br />
• Director, San Miguel Foods Company<br />
• Director, C.C. Unson Co., Inc.<br />
• Director, GMA Network (Channel 7)<br />
• Director, Metrobank (until 1997)<br />
• Director, Sanitary Wares and<br />
Manufacturing Corp.
• Director, Mabuhay Philippine Satellite<br />
Corporation<br />
• Director, Coca-Cola Bottlers<br />
Philippines, Inc.<br />
• Director, ABC Development Corp<br />
(ABC-5)<br />
• Director, Associated Broadcast<br />
Marketing Corp.<br />
Past Experiences/ Positions Held<br />
Cabinet Secretary, Department of<br />
Finance<br />
Cabinet Secretary, Department of<br />
Trade and Industry<br />
Asian Devt Bank – Governor for<br />
the Phils.<br />
International Monetary Fund –<br />
Alternate Governor for the Phils.<br />
International Fund for Agricultural<br />
Development – Governor<br />
Chairman, Committee on<br />
Privatization<br />
Chairman, PDIC<br />
Chairman, Trade and Investment<br />
Development Corp<br />
Chairman, Mt. Pinatubo<br />
Commission<br />
Chairman, Economic Coordinating<br />
Council<br />
Chairman, Council of ASEAN<br />
Trade Ministers<br />
Member, National Dev’t Company<br />
Fellow, Development Academy of<br />
the Philippines<br />
Member, Bangko Sentral<br />
Monetary Board<br />
Commissioner, Career Executive<br />
Service Board<br />
Commissioner, Presidential Anti-<br />
Crime Commission<br />
Member, Presidential Council of<br />
Economic Advisers<br />
Member, CB Monetary Board<br />
ASEAN Free Trade Area (AFTA)<br />
Advisory Council<br />
Arthur V. Ty<br />
Vice Chairman<br />
45 Filipino Present Involvements<br />
• President, Metropolitan Bank and<br />
Trust Company<br />
• Vice Chairman, Metrobank<br />
Foundation, Inc.<br />
• Vice Chairman/ Director, Multi-<br />
Currency FX Corporation<br />
• Director, Data Serv, Inc.<br />
• Vice Chairman/ Director, Cathay<br />
Int’l. Resources Corp.<br />
• Chairman, Global Treasure<br />
Holdings, Inc.<br />
Margaret Ty<br />
Cham<br />
(Sister)
• Chairman, Metropolitan Bank<br />
(China) Ltd.<br />
• Chairman, Great Mark Resources<br />
Corporation<br />
• President/ Director, Horizon Royale<br />
Holdings, Inc.<br />
• President/ Director, Philippine<br />
Securities Corporation<br />
• Director, Federal Land, Inc.<br />
• Adviser, Asia Pacific Top<br />
Management Int’l. Resources Corp.<br />
• Director, Global Business Power<br />
Corp.<br />
• Chairman, MBTC Technology Inc.<br />
• Chairman/ President, Nove Ferum<br />
Holdings, Inc.<br />
• Vice Chairman, GT Capital Holdings<br />
Inc.<br />
• Chairman, Grand Titan Capital<br />
Holdings, Inc.<br />
Past Experiences/Positions Held<br />
• Held various positions at Metrobank<br />
• Treasurer, First Metro Investment<br />
Corporation, Equities Inc.<br />
• President, Philippine Savings Bank<br />
• Director, SMBC Metro Investment<br />
Corporation<br />
• Director, Lepanto Consolidated<br />
Mining Company<br />
• Senior Vice President, Metrobank<br />
Foundation, Inc.<br />
• Director, Metrobank Card Corp.<br />
• President/ Director, MBTC<br />
Technology Inc.<br />
• EVP/ Director, Philippine Securities<br />
Corporation<br />
• EVP/ Director, Great Mark<br />
Resources Corporation<br />
• Director, Baywatch Realty Corp.<br />
• Vice Chairman/Director, Global<br />
Business Holdings<br />
• Chairman, First Metro International<br />
Investment Corp. (Hong Kong)<br />
• Vice Chairman/Director,<br />
Metropolitan Bank (Bahamas), Ltd.<br />
• Vice Chairman, Metro Remittance<br />
Singapore Pte. Ltd.<br />
• Vice Chairman, Metro Remittance<br />
Center, Inc. (U.S.A)<br />
• Chairman, MB Remittance Center<br />
(Hawaii), Ltd.<br />
• Chairman, Metro Remittance<br />
Center, Inc. (Canada)<br />
• Vice Chairman, Metro Remittance<br />
(Italia) SpA<br />
• Director, MBTC Remittance GmbH<br />
(Vienna)
• Vice Chairman, Metro Remittance<br />
(UK) Ltd.<br />
• Assistant Vice President, Data Serv,<br />
Inc.<br />
Pascual M. Garcia III<br />
President/ Director<br />
58 Filipino Present Involvements<br />
• Director/President, Philippine<br />
Savings Bank<br />
• Adviser, Metropolitan Bank and<br />
Trust Company<br />
• Director, Toyota Financial Services<br />
• Trustee, Chamber of Thrift Banks<br />
• Director, Sumisho Motor Finance<br />
Corp.<br />
Past Experiences/ Positions Held<br />
• President, Chamber of Thrift Banks<br />
• President/COO/Director, DBS Bank<br />
Philippines, Inc.<br />
• Director/ President, Bank of<br />
Southeast Asia<br />
• Director, Shenton Realty<br />
Corporation<br />
• Director, Shenton Corporation<br />
• Director, DBS Forex<br />
• Executive Vice President, Citytrust<br />
Banking Corporation<br />
• Senior Vice President, Citytrust<br />
Finance Corporation<br />
• Senior Vice President, Citytrust<br />
Realty Corporation<br />
None<br />
Margaret T. Cham<br />
Director/ Assistant<br />
Vice President<br />
43 Filipino Present Involvements<br />
• Member, Executive Committee,<br />
Philippine Savings Bank<br />
• Director, Philippine Savings Bank<br />
since 2003<br />
• Director, Orix Metro Leasing<br />
Corporation<br />
• Director, Federal Land, Inc.<br />
• President/ Director, Glam Holdings<br />
Corp.<br />
• Chairman/President, Glamore<br />
Holding Corp.<br />
• Vice President, Great Mark<br />
Resources Corp.<br />
• Vice President/ Corporate<br />
Secretary, Norberto and Tytana Ty<br />
Foundation<br />
• Corporate Secretary, Metrobank<br />
Foundation<br />
• Vice President, Global Treasure<br />
Holdings, Inc.<br />
• Vice President, Grand Titan Capital<br />
Holdings, Inc.<br />
Arthur V.<br />
Ty<br />
(Brother)
Past Experiences/ Position Held<br />
• Corporate Secretary, Baywatch<br />
Realty Corp.<br />
Regis V. Puno<br />
Director<br />
53 Filipino Present Involvements<br />
• Director, Philippine Savings Bank<br />
• Senior Partner, Puno and Puno Law<br />
Offices<br />
• President/ Director, Pasay<br />
Hongkong Realty Development<br />
Corporation<br />
• Director/ Trustee, CBP-1<br />
Association<br />
• Director, Arborville Corporation<br />
• Director, Silver Goose Tree Corp.<br />
• Director, Securities Specialist, Inc.<br />
• Director, Crimson Power Holdings<br />
Company<br />
• Director/Chairman, American E-<br />
Discovery Resources, Inc.<br />
• Director/Vice-President, GNPower<br />
Holdings Philippines GP Corp<br />
• Director/President, Napnapan<br />
Mineral Resources, Inc.<br />
• Director, Sithe Global Camaya<br />
Holdings, Inc.<br />
• Trustee, Rockwell Residential<br />
Towers Condominium Corp.<br />
Past Experiences/ Positions Held<br />
• Corporate Secretary / Director,<br />
Banco Santander Philippines<br />
• Corporate Secretary, BDO Private<br />
Bank<br />
• President, Georgetown Club of the<br />
Philippines<br />
• Undersecretary, Department of<br />
Justice<br />
• Technical Assistant, Phil. National<br />
Assemby (Batasang Pambansa)<br />
• Confidential Asssistant, Court of<br />
Appeals<br />
None<br />
Maria Theresa G. Barretto<br />
Director<br />
70 Filipino Present Involvements<br />
• Member, Executive Committee,<br />
Philippine Savings Bank<br />
• Director, Philippine Savings Bank<br />
• Director, Endel Enterprise<br />
Past Experiences/ Position Held<br />
• Director, Board of Trustees DLSU-<br />
Zobel<br />
• Director, Assumption Alumnae<br />
Association<br />
None
Samson C. Lim<br />
Independent Director<br />
62 Filipino Present Involvements<br />
• Director, Philippine Savings Bank<br />
• President, Automatic Centre<br />
• President, Blims Fine Furniture<br />
• Chairman, Collins International<br />
Trading Corp.<br />
• Chairman, Francorp Philippines<br />
• President, Canadian Tourism &<br />
Hospitality Institute<br />
• President, Philippine Chamber of<br />
Commerce and Industry<br />
• Chairman Emeritus, Philippine<br />
Retailers Association<br />
• Chairman Emeritus / International<br />
Relation, Philippine Franchise<br />
Association<br />
• Founder, Retail and Franchise<br />
Management Institute<br />
Past Experiences/ Positions Held<br />
• President, LG Collins Electronics,<br />
Phils.<br />
• Vice-Chairman for Asia, World<br />
Franchise Council<br />
• Chairman, Federation of Asian<br />
Retailers Association (FARA)<br />
• Founding Member, Institute of<br />
Corporate Governance<br />
• President & Adviser, Philippines-<br />
Korea Economic Council<br />
• Director, USAID – Trade &<br />
Investment Policy Analysis &<br />
Advocacy<br />
• Director, Chamber of Furniture<br />
Industries of the Philippines<br />
Various Positions in Government<br />
Service<br />
Undersecretary & General<br />
Manager, Department of Trade &<br />
Industry- National Dev’t Company<br />
(NDC)<br />
Director, Philippine Industrial<br />
Trading Corp. (PITC)<br />
Co-chairman, Domestic Trade<br />
Dev’t Council (Office of the Pres.)<br />
Chairman, First Cavite Industrial<br />
Estate<br />
Philippine Representative, ASEAN<br />
Fertilizer Corp (VENTULU)<br />
None<br />
Vicente R. Cuna Jr. 48 Filipino Present Involvements<br />
• Vice-Chairman, Philippine Savings<br />
Bank<br />
• Director, Asia Pacific Top Mgt. Int’l,<br />
Resources Corp.<br />
• Director, SMBC Metro Investment<br />
Corp.<br />
None
Past Experiences/ Positions Held<br />
• Adviser, Metrobank<br />
• Adviser, Phil. Charter Insurance<br />
Corp.<br />
• Vice-President, Citibank Manila<br />
• Vice President, Citibank New York<br />
• Senior Consultant, JP Morgan New<br />
York<br />
• Senior Consultant, Bankers Trust<br />
New York<br />
• Consultant, Merril Lynch<br />
Joaquin Aligguy<br />
Director<br />
55 Filipino Present Involvements<br />
• Director, Philippine Savings Bank<br />
• Corporate Secretary, Manila Doctors<br />
Hospital<br />
• Director, Asia Pacific Land (Nanjing)<br />
Ltd.<br />
• Director, Aspac Land Development<br />
(Shanghai) Co., Ltd.<br />
• Adviser, Metrobank Foundation<br />
• Trustee, Kaisa Heritage Foundation<br />
• Trustee, Angelo King Foundation<br />
• Director, Writers Union of the Phils.<br />
• Director, Philippine Association for<br />
China Studies<br />
Past Experiences/Positions Held<br />
• General Manager/Director,<br />
Philippine Chinese Daily<br />
• Secretary General, Federation of<br />
Filipino-Chinese Chambers of<br />
Commerce and Industry<br />
• Plant Manager/Director, Non-woven<br />
Fabric Philippines<br />
Board of Directors<br />
The following have been duly elected as members of the Bank’s <strong>2011</strong>-2012 Board of Directors on<br />
<strong>April</strong> 4, <strong>2011</strong>: Incumbent directors Messrs. Jose T. Pardo, Arthur V. Ty, Pascual M. Garcia III,<br />
Samson C. Lim, Joaquin Aligguy, Margaret T. Cham, Maria Theresa G. Barretto, (please refer to<br />
the table above for a brief professional background) and the following new members, Alfonso A.<br />
Uygongco and David T. Go.<br />
1. Joaquin Aligguy<br />
2. Ma. Teresa G. Barretto<br />
3. Margaret Ty Cham<br />
4. Pascual M. Garcia III<br />
5. David T. Go<br />
6. Alfonso A. Uygongco<br />
7. Arthur V. Ty<br />
8. Samson C. Lim<br />
9. Jose T. Pardo
Name/ Position Age Citizenship Business Experience and Present and<br />
Past Directorship with Other<br />
Companies for the last five (5) years<br />
Relatives up<br />
to 4 th Civil<br />
degree<br />
Alfonso A. Uygongco 71 Filipino Present Involvements<br />
• Director, Panay Power Holding Corp.<br />
• President, Federation of Filipino-<br />
Chinese Chambers of Commerce and<br />
Industry, Inc. (FFCCCII)<br />
• Director, Tower Development Bank<br />
• Director, Rocka Filipina Land Inc.<br />
• Chairman/President, Golden Dragon<br />
Star Equities, Inc.<br />
• Chairman, La Filipina Uy Gongco<br />
Corporation<br />
• Chairman, Amigo Shipping Corporation<br />
• Chairman, Amigo Terrace Hotel<br />
• Chairman, Amigo Agro-Industrial<br />
Development Corp.<br />
• Chairman, Excel Farm Corporation<br />
• Chairman, Capiz Sugar Central Inc.<br />
• Chairman, Philippine Foremost Milling<br />
Corporation<br />
• Chairman, Mindanao Grain Processing<br />
Corporation<br />
• Director, BDO Private Bank<br />
• Director, Steag State Power Inc.<br />
• Chairman, Iloilo Economic Development<br />
Foundation Inc.<br />
• Member, Board of Trustees, Philippine<br />
Chen Kuang High School<br />
• Vice Chairman, Board of Trustees,<br />
Philippine Chen Kuang High School<br />
• Director/Vice President, Philippine<br />
Soong Ching Ling Foundation<br />
• Charter Member, Astronomical League<br />
of the Philippines<br />
• Chairman/President, Opal Portfolio<br />
Investments (SPV-AMC) Inc.<br />
• Trustee, Philippine Sugar Miller<br />
Association<br />
• Chairman, Retirement Board, Philippine<br />
Chen Kuang High School<br />
Past Experiences/ Position Held<br />
• Member, Multi-Sectorial Anti-Corruption<br />
Council<br />
• Member, Office of the Ombudsman<br />
• Vice Chairman, Review Committee on<br />
Smuggling and Tax Evasion Cases<br />
• Director, State Investment Trust Inc.<br />
• Director, State Properties Inc.<br />
• Director, FFCCCII<br />
• Chairman, Trade and Industry<br />
Committee, FFCCII<br />
• Member, Executive/Marketing/<br />
Investment Committees, Philippine<br />
Sugar Miller Assoc.<br />
• Member, Fertilizer Industry Association<br />
of the Philippines<br />
David T. Go 57 Filipino Present Involvements<br />
• Member, Board of Advisor / Director,<br />
Metropolitan Bank & Trust Company<br />
• Director, Metropolitan Bank (China), Ltd.
• President, Sumaco Manufacturing Corp.<br />
• Director, Toyota Manila Bay, Inc.<br />
• Director, Toyota Cubao, Inc.<br />
• Director, Lexus Manila, Inc.<br />
• Chairman, Toyota Makati, Inc.<br />
• Chairman, Toyota San Fernando, Inc.<br />
• Trustee, Toyota Motor Philippines<br />
Savings & Loan Association<br />
• President, Toyota Motor Philippines<br />
Foundation, Inc.<br />
• Vice Chairman, Toyota Autoparts<br />
Philippines, Inc.<br />
• Board Adviser/Treasurer, Toyota<br />
Financial Services Philippines Corp.<br />
• SEVP/Treasurer/Director Toyota Motor<br />
Philippines Corp.<br />
Past Experiences/Positions Held<br />
• Director, First Metro Investment<br />
Corporation<br />
• Professorial Lecturer, University of the<br />
Philippines - Diliman<br />
Of the above-named directors, Messrs. Jose T. Pardo and Samson C. Lim have been elected as<br />
independent directors by Ms. Gilda Brigida C. Alunan and Ms. Dulce D. Arcebal, respectively,<br />
with whom they are not related. Based on the Bank’s Manual of Corporate Governance and as<br />
required by existing laws and regulations, the stockholders must elect at least two (2)<br />
independent directors.<br />
Executive Officers<br />
Name/ Position Age Citizenship Experiences Relatives up<br />
to 4 th Civil<br />
degree<br />
Pascual M. Garcia III<br />
Director/President<br />
58 Filipino Present Involvements<br />
• President and Director of the Bank<br />
since September 2001<br />
• Adviser of Metropolitan Bank and Trust<br />
Company<br />
• Director, Toyota Financial Services<br />
Philippines, Inc.<br />
• Director, Sumisho Motor Finance Corp.<br />
• Trustee, Chamber of Thrift Banks<br />
Past Involvements<br />
• President, Chamber of Thrift Banks<br />
• Director of Metrobank Card Corporation<br />
• Director of DBS Forex and Shenton<br />
Realty Corporation<br />
• President and Director of the Bank of<br />
Southeast Asia and DBS Bank<br />
Philippines, Inc.<br />
None<br />
Rolando A. Rodriguez<br />
Executive Vice President<br />
60 Filipino Present Involvements<br />
The following businesses and support<br />
groups report to Mr. Rodriguez as EVP:<br />
- Auto Loans<br />
- Mortgage Loans<br />
- Personal Loans<br />
- Customer Service<br />
- Electronic Banking<br />
None
Jose Vicente L. Alde<br />
Executive Vice President<br />
Jaime Valentin L.<br />
Araneta<br />
Senior Vice President<br />
Noli S. Gomez<br />
Senior Vice President<br />
Perfecto Ramon Z.<br />
Dimayuga, Jr.<br />
Senior Vice President<br />
• Director, Pampanga Sugar<br />
Development Corporation<br />
• Director, Okeelanta Corporation<br />
• Chairman, Foundation for Lingap<br />
Kapampangan, Inc.<br />
45 Filipino Present Involvement<br />
Past Involvements<br />
• President, Educhild Foundation Inc.<br />
• Senior Vice President of Equitable PCI<br />
Bank<br />
The following businesses and support<br />
groups report to Mr. Alde as EVP:<br />
- Branch Banking<br />
- Credit Admin<br />
- Finance<br />
- Loans Operations<br />
- Operations<br />
- Specialized Lending Desk<br />
- System Quality Assurance<br />
- Treasury<br />
- Large Enterprise<br />
- Small and Medium Enterprise<br />
Past Involvements<br />
• Held various Branch Banking and<br />
Treasury Positions as Vice President of<br />
ABN-AMRO Bank<br />
55 Filipino Present Involvement<br />
• Head of the Bank’s E-Banking Unit<br />
Past Involvements<br />
• Group Vice President for Branches of<br />
Associates Finance Inc. (Citigroup)<br />
• Vice President for Head Office Sales<br />
and Corporate Services of Jardine<br />
Pacific Finance, Inc.<br />
• General Manager of Business Works<br />
Inc.<br />
45 Filipino Present Involvement<br />
• Head of the Bank’s Operations Group<br />
Past Involvements<br />
• Head of Systems and Methods at DBS<br />
Bank Phils., Inc.<br />
• System Management Officer of the<br />
Bank of the Philippine Islands<br />
49 Filipino Present Involvement<br />
• Chief Finance Officer and Finance<br />
Group Head<br />
Past Involvements<br />
• Head of Treasury of <strong>PSBank</strong> from June<br />
2002 to May 2004<br />
• Worked in the Treasury Departments of<br />
Bank of the Philippine Islands, DBS<br />
Bank Phils., Inc., Mindanao<br />
Development Bank, Citytrust Banking<br />
Corporation, Rizal Commercial Banking<br />
Corporation<br />
None<br />
None<br />
None<br />
None
Significant Employees<br />
Except for the above-mentioned executives there are no other significant employees as<br />
contemplated under the Securities Regulations Code.<br />
Nomination Procedures<br />
1) A stockholder may submit the nomination of a director to the Nominations Committee.<br />
2) The nominating stockholder shall submit his proposed nomination in writing to the<br />
Nominations Committee together with the acceptance and conformity by the would-be<br />
nominee.<br />
3) The Nominations Committee shall screen the nomination of directors prior to the<br />
stockholders’ meeting and come up with the Final List of Candidates.<br />
4) Only nominees whose names appear in the Final List of Candidates shall be eligible for<br />
election as director.<br />
The nomination process of the Bank is incorporated in the company’s amended Code of By-Laws<br />
duly approved by the Securities and Exchange Commission on September 27, 2006.<br />
The following are the members of the Bank’s Nominations Committee:<br />
Name<br />
Arthur V. Ty, Vice Chairman<br />
Samson C. Lim, Independent Director<br />
Pascual M. Garcia III, President<br />
Position<br />
Chairman<br />
Member<br />
Member<br />
Involvement in Certain Legal Proceedings<br />
To the knowledge and information of the Bank, neither itself nor any of its affiliates, subsidiaries,<br />
the Bank’s and their respective Director’s and Executive Officers are involved or have been<br />
involved for the past five (5) years in any legal proceeding affecting/involving themselves and a<br />
material or substantial portion of their property before any court of law or administrative body in<br />
the Philippines or elsewhere.<br />
Item 9. Executive Compensation<br />
Name and Principal Position Year Salary*** Bonus***<br />
Pascual M. Garcia III – President<br />
Rolando A. Rodriguez –Executive Vice President<br />
Jose Vicente L. Alde –Executive Vice President<br />
Jaime L. Araneta –Senior Vice President<br />
Noli S. Gomez –Senior Vice President<br />
Perfecto Ramon Z. Dimayuga, Jr. – Senior Vice President<br />
TOTAL <strong>2011</strong>* 38.50 11.22<br />
2010 35.32 10.29<br />
2009 32.40 8.93<br />
2008 31.<strong>15</strong> 7.70<br />
All Officers (AVP up) and Directors <strong>2011</strong>** 98.92 30.63<br />
2010 90.75 28.10<br />
2009 87.16 24.21<br />
2008 79.63 23.35<br />
* Estimated (Increased 2010 figures by 9%)<br />
** Estimated (Increased 2010 figures by 9%)<br />
*** In Million Pesos<br />
The directors receive fees, bonuses and allowances that are already included in the amounts<br />
stated above. Aside from said amounts, they have no other compensation plan or arrangement<br />
with the bank. The executive officers receive salaries, bonuses and other usual bank benefits<br />
that are also included in the amounts stated above. Aside from these, they have no other<br />
compensation plan or arrangement with the bank.<br />
There are no warrants or options held by the Bank’s officers and directors.
Item 10. Security Ownership of Certain Beneficial Owners and Management<br />
A. CONTROL AND COMPENSATION INFORMATION<br />
Voting Securities and Principal Holders Thereof<br />
a) No. of Shares outstanding as of March 31, <strong>2011</strong> : 240,252,491 Common Shares<br />
No. of votes to which each share is entitled : one (1) vote per share<br />
b) Record date to determine stockholders entitled to<br />
Notice and to vote at the regular meeting : March 9, <strong>2011</strong><br />
c) Election of Directors:<br />
Majority vote is required for the election of directors. Security holders shall have the right to<br />
cumulative voting. Cumulative voting is allowed provided that the total votes cast by a stockholder<br />
shall not exceed the number of shares registered in the name of that security holder in the books<br />
of the Bank as of the record date multiplied by the whole number of directors to be elected. There<br />
is no condition precedent to the exercise of the right to cumulative voting.<br />
d) Arthur V. Ty is the person authorized to vote the MBTC shares in <strong>PSBank</strong>.<br />
e) Security Ownership of Certain Records and Beneficial Owners<br />
e.1) The following stockholders own more than 5% of the common voting securities as of<br />
March 31, <strong>2011</strong>:<br />
Title of<br />
Class<br />
Common<br />
Stock<br />
Name, address of Record Owner<br />
and relationship with issuer<br />
Metropolitan Bank and Trust Co.<br />
Metrobank Plaza, Gil Puyat<br />
Avenue, Makati City<br />
(Parent Company of <strong>PSBank</strong>)<br />
Name of<br />
Beneficial Owner<br />
and relationship<br />
with Record<br />
Owner<br />
Arthur V. Ty<br />
(President of<br />
Metrobank)<br />
Citizenship<br />
No. of<br />
Shares Held<br />
Percent<br />
Filipino 182,535,895 75.9767%<br />
Common<br />
Stock<br />
PCD Nominee Corporation<br />
37 th Floor, Enterprise Bldg. Tower 1<br />
Ayala Avenue, Makati City<br />
Various<br />
Stockholders<br />
via PCD<br />
Filipino 14,739,373 6.1350%<br />
Common<br />
Stock<br />
Danilo L. Dolor<br />
# 56 Tamarind Rd., Forbes Park,<br />
Makati City<br />
Danilo L. Dolor Filipino 12,610,891 5.2490%<br />
As of March 31, <strong>2011</strong>, there is no person who holds more than 5% of the Bank’s securities<br />
lodged with PCD Nominee Corporation.
e.2) Security Ownership of Management as of March 31, <strong>2011</strong>:<br />
Title of Class<br />
Name<br />
No. of<br />
Shares Citizenship Percent<br />
Common Stock Jose T. Pardo, Chairman 1,852 Filipino .000771<br />
Common Stock Arthur V. Ty, Vice Chairman 100 Filipino .000042<br />
Common Stock Vicente R. Cuna Jr., Vice Chairman 100 Filipino .000042<br />
Common Stock Pascual M. Garcia III, Director 100 Filipino .000042<br />
Common Stock Samson C. Lim, Director 100 Filipino .000042<br />
Common Stock Regis V. Puno, Director 1,100 Filipino .000458<br />
Common Stock Maria Theresa G. Barretto, Director 3,557 Filipino .001481<br />
Common Stock Margaret T. Cham, Director 100 Filipino .000042<br />
Common Stock Joaquin Aligguy, Director 400 Filipino .000166<br />
Common Stock Gilda Brigida C. Alunan, Officer 160 Filipino .000067<br />
Common Stock Dulce D. Arcebal, Officer 628 Filipino .000261<br />
Common Stock Yolanda L. Dela Paz, Officer 1,717 Filipino .0007<strong>15</strong><br />
Common Stock Sabina M. Hernandez, Officer 144 Filipino .000060<br />
Officers 26,490<br />
Total (Directors and Officers) 100,580 0.004189<br />
e.3) Voting Trust Holders of 5% or More<br />
There is no person who holds more than 5% of the Bank’s securities under a voting trust or<br />
similar agreement.<br />
e.4) Changes in Control<br />
There is no arrangement that may result in a change in control of the registrant. There is no<br />
change in control that has occurred since the beginning of the last fiscal year.<br />
Item 11. Certain Relationships and Related Transactions<br />
In the ordinary course of business, the Bank has loans and other transactions with affiliates, and<br />
with certain directors, officers, stockholders and related interests (DOSRI). The existing banking<br />
regulations limit the amount of direct credit accommodations to DOSRI, 70% of which must be<br />
secured and should not exceed the total of their respective deposits and book value of their<br />
respective investments in the Bank. In the aggregate, loans to DOSRI generally should not<br />
exceed the lower of the Bank’s total capital funds or <strong>15</strong>% of the Bank’s total loan portfolio.<br />
The following table shows information relating to DOSRI loans as of December 31, 2010 and<br />
2009.<br />
2010 2009<br />
Total outstanding DOSRI Loans P=2,996,655,559 P=1,740,885,192<br />
% of DOSRI Loans to Total Loans 4.96% 3.34%<br />
% of Unsecured DOSRI Loans to Total DOSRI Loans 9.68% <strong>15</strong>.29%<br />
% of Past due DOSRI Loans to Total DOSRI Loans 19.83% 34.70%<br />
% of Non Performing DOSRI Loans to Total DOSRI<br />
Loans 19.83% 34.70%<br />
Total interest income from DOSRI loans amounted to P=63.6 million, P=60.8 million and<br />
P=63.2 million in 2010, 2009 and 2008, respectively.<br />
Others<br />
No director has resigned or declined to stand for re-election because of any disagreement with<br />
the Bank on any matter relating to the Bank’s operations, policies or practices. No director has<br />
informed the Bank in writing that he intends to oppose any action to be taken by the Bank at the<br />
Annual Stockholders’ Meeting.
PART IV. CORPORATE GOVERNANCE<br />
Item 12. Compliance with Leading Practices on Corporate Governance<br />
The Bank’s Corporate Governance evolves around the principles of fairness, accountability and<br />
transparency. Corporate Governance in <strong>PSBank</strong> involves the manner in which the business and<br />
affairs of banks are governed by the board of directors and senior management. The Corporate<br />
Governance tone is being set from the top to:<br />
• Set corporate objectives;<br />
• Operate the bank’s business on a day-to-day basis;<br />
• Meet the obligation of accountability to their shareholders and take into account the interests<br />
of other recognized stakeholders;<br />
• Align corporate activities and behaviors with the expectation that banks will operate in a safe<br />
and sound manner, and in compliance with applicable laws and regulations; and<br />
• Protect the interests of its depositors.<br />
The Bank recognizes that effective corporate governance practices are essential in achieving and<br />
maintaining public trust and confidence in the banking system, which are critical in the banking<br />
sector and economy as a whole. Indeed, in addition to the Bank’s responsibilities to shareholders,<br />
it recognizes its responsibility to its depositors.<br />
Sound corporate governance principles are being observed by the Bank:<br />
1. All the Board members are qualified for their positions, have a clear understanding of their<br />
role in corporate governance and can exercise sound judgment about the affairs of the Bank.<br />
The Bank’s board of directors has undergone the required Corporate Governance Training.<br />
They understand and execute their oversight role, including understanding the Bank’s risk<br />
profile.<br />
The Board approves the overall business strategy of the Bank, including approval of the<br />
overall risk policy and risk management procedures. They avoid conflicts of interest, or the<br />
appearance of conflicts, in their activities with, and commitments to, other business interests.<br />
The Corporate Governance Manual of the Bank was updated and approved by the Board of<br />
Directors last December 14, 2009.<br />
The Board likewise provides oversight of the Senior Management of the Bank by exercising<br />
its duty and authority to question and insist upon straightforward explanations from<br />
Management, and receives on timely basis sufficient information to judge the performance of<br />
Management.<br />
The specialized oversight committees have taken active role in ensuring sound judgment in<br />
the exercise of the affairs of the Bank:<br />
a. Risk Management Committee – provides oversight of Senior Management’s activities in<br />
managing credit, market, liquidity, operational, compliance, reputation and other risks of<br />
the bank. It also develops written plan defining the strategies for managing and<br />
controlling risks, and it communicates the risk management plan to affected parties.<br />
b. Compensation and Remuneration Committee – provides oversight of remuneration of<br />
Senior Management and other key personnel and ensure that compensation is consistent<br />
with the Bank’s culture, objectives, strategy, and control environment, as reflected in the<br />
formulation of compensation policy. It establishes a formal and transparent procedure for<br />
developing a policy on executive remuneration.
c. Nominations Committee – provides assessment of Board effectiveness and directs the<br />
process of renewing and replacing Board members. It reviews and evaluates all persons<br />
nominated to the Board as well as those nominated to other positions requiring<br />
appointment by the Board.<br />
d. Corporate Governance Committee – provides assistance to the Board in fulfilling its<br />
corporate governance responsibilities. It ensures the Board’s effectiveness and due<br />
performance of corporate governance principles and<br />
guidelines.<br />
e. Audit Committee – provides oversight of the Bank’s Financial Reporting and Control and<br />
oversees the work of internal and external audit functions; it monitors and evaluates the<br />
adequacy and effectiveness of the internal control system.<br />
2. The principle of self assessment by the Board of Directors is strictly being complied on an<br />
annual basis. The assessment for 2010 performance of the Directors, the Board as a body<br />
and each of the oversight committees were completed last January 19, <strong>2011</strong>. The over-all<br />
results of which were very satisfactory.<br />
3. The Board approves and oversees the Bank’s strategic objectives and corporate values that<br />
are communicated throughout the banking organization. The Board likewise avoids conflict of<br />
interests. The Board reviews and approves all the business plans and budgets, code of<br />
ethics, bank operations, internal controls and product manuals process and the<br />
corresponding updates.<br />
4. The Board sets and enforces clear lines of responsibility and accountability throughout the<br />
organization, consistent with prudent board policy, transparent and at an arm’s length basis.<br />
5. The Board ensures that there is appropriate oversight by Senior Management consistent with<br />
Board policy.<br />
Senior Management consists of a core group of individuals who are responsible for<br />
overseeing the day-to-day management of the Bank. These individuals have the necessary<br />
skills and experience to manage the business under their supervision as well as have<br />
appropriate control over the key individuals in their respective areas.<br />
Senior Officers contribute a major element of a bank’s sound corporate governance by<br />
overseeing line managers in specific business areas and activities consistent with policies<br />
and procedures set by the Bank’s Board. Senior Management under the guidance of the<br />
Board of Directors undertakes an effective system of internal controls and wise decisionmaking.<br />
6. The Board and Senior Management effectively utilize the work conducted by the internal<br />
auditors and external auditors for a stronger internal control functions.<br />
The Board recognizes and acknowledges that independent, competent and qualified auditors,<br />
as well as internal control functions, which include Compliance and Legal, as important<br />
elements of the bank’s operations. In particular, the Board utilizes the work of auditors to<br />
provide an independent check and assurance on the information received from Management<br />
on the operations and performance of the Bank.<br />
The Bank engages external auditors, upon the nomination of the Audit Committee to review<br />
the internal control processes related to disclosure of financial statements.<br />
7. The Bank is governed in a transparent manner.<br />
The bank ensures that appropriate public disclosure is a discipline that is carefully<br />
undertaken being a publicly listed bank. Transparency is a discipline that the Bank practices<br />
thereby sound corporate governance will continue to operate.
8. The Board and Senior Management understand the Bank’s operational structure.<br />
While the Board of Directors is responsible for overall oversight and approval of policies,<br />
Senior Management, on the other hand is responsible for identifying and managing material<br />
risks arising from all of the Bank’s activities. Regularly, Senior Management reports to the<br />
Board covering the operations of the Bank: risk issues, compliance issues and internal audit<br />
findings.<br />
9. The Board and Senior Management have conscientiously adhered to the Bank’s Manual of<br />
Corporate Governance and as such, no deviation is reported for disclosure purposes.<br />
10. Consistent with the effort to pursue continuing education and to keep abreast in Corporate<br />
Governance, last March 24, 2009, the Board together with Senior Executives attended a<br />
round table discussion with regulators aimed to determine the role of corporate governance in<br />
relation to the Bank’s CAMELS rating.<br />
11. All directors have attended and completed a 2-day seminar on Corporate Governance, per<br />
certifications submitted to SEC dated January 24, <strong>2011</strong>.
PART V. EXHIBITS AND SCHEDULES<br />
Item 12. Exhibits and Reports on SEC Form 17-C<br />
A. Exhibit 1 - Schedule of Bank/Branch Sites Owned by the Bank<br />
B. Exhibit 2 - Schedule of Bank/Branch Sites Under Lease Agreements<br />
C. Exhibit 3 - Events Reported under SEC FORM 17-C for the last 6 months
Item 13. Form and Contents<br />
PART VI. AUDITED FINANCIAL STATEMENTS<br />
a) Statement of Management’s Responsibility<br />
b) Independent Auditors’ Report<br />
c) Statements of Condition<br />
d) Statements of Income<br />
e) Statements of Comprehensive Income<br />
f) Statements of Changes in Equity<br />
g) Statements of Cash Flows<br />
h) Notes to Financial Statements<br />
i) Independent Auditors’ Report on Supplementary Schedules<br />
j) Nature of Dividend Declared
EXHIBIT 1<br />
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
SCHEDULE OF BANK/BRANCH SITES OWNED BY <strong>THE</strong> BANK<br />
AS OF DECEMBER 31, 2010<br />
Branch Name<br />
Location<br />
1 Head Office <strong>PSBank</strong> Center, 777 Paseo De Roxas cor. Sedeno Sts., Makati City<br />
2 Baguio No. 35 Perfecto Street, Malcolm Square, Baguio City<br />
3 Binakayan <strong>PSBank</strong> Bldg., Tirona Highway, Binakayan, Kawit, Cavite<br />
4 Blumentritt 1680 Blumentritt cor. Oroquieta Sts., Sta. Cruz, Manila<br />
5 Camiling Arellano St., near Quezon Ave., Poblacion, Camiling, Tarlac<br />
6 Candelaria <strong>PSBank</strong> Bldg., Rizal cor. Argao Sts., Candelaria, Quezon<br />
7 Cebu-Jones Osmena Blvd. Cor. Sanciangco St., Cebu City, Cebu<br />
8 Dasmarinas <strong>PSBank</strong> Bldg., E. Aguinaldo Hghway cor. Mangubat Sts., Dasmarinas, Cavite<br />
7 J.P. Rizal <strong>PSBank</strong> Bldg., J.P. Rizal, cor. Legaspi Sts., Makati City<br />
9 Lemery Ilustre Avenue cor. J.P. Rizal St., Lemery, Batangas<br />
10 Lipa Lipa City Cathedral Compound, C.M. Recto Ave cor. Soliman Sts., Lipa City<br />
11 Los Banos <strong>PSBank</strong> Bldg., Lopez Ave., Batong Malake, Los Banos, Laguna<br />
12 Marikina <strong>PSBank</strong> Bldg., 22 Bayan-Bayanan Avenue, Concepcion, Marikina City<br />
13 Maypajo 132 A. Mabini St. near cor. Dimasalang, Maypajo, Caloocan City<br />
14 Meycauayan <strong>PSBank</strong> Bldg., McArthur Highway, Calvario, Meycauayan, Bulacan<br />
<strong>15</strong> Paniqui Paniqui Commercial Complex, McArthur Highway Ext., Poblacion Norte,<br />
Paniqui, Tarlac<br />
16 Pasay Taft 2336 Taft Ave., near cor. Villareal St., Pasay City<br />
17 Quezon Boulevard <strong>PSBank</strong> Bldg., 358 Quezon Blvd. cor. Arlegui Sts., Quiapo, Manila.<br />
18 Roosevelt <strong>PSBank</strong> Bldg., 348 Roosevelt Ave., San Francisco Del Monte, Quezon City<br />
19 San Juan No. 5 F. Blumentritt cor. N. Domingo Sts., San Juan, Metro Manila<br />
20 San Pedro Casa Hacienda Commercial Center, A. Mabini St., San Pedro, Laguna<br />
22 Tanauan <strong>PSBank</strong> Bldg., Pres. Laurel Highway, Tanauan City, Batangas<br />
23 Tarlac <strong>PSBank</strong> Bldg., F. Tanedo St., Tarlac, Tarlac
EXHIBIT 2
<strong>PHILIPPINE</strong> SAVINGS BANK EXHIBIT 3<br />
EVENTS REPORTED UNDER FORM 17-C<br />
(Reports filed during the last 6 months prior to filing of Form 17-A)<br />
No. Particulars Date Reported<br />
1 Notice is given that the Annual Stockholders’ Meeting of Philippine<br />
Savings Bank has been moved to <strong>April</strong> 4, <strong>2011</strong>, Friday, at 4 P.M. at<br />
the 19F, <strong>PSBank</strong> Center, Paseo de Roxas, Makati City. The<br />
President, acting on the authority granted by the Board of Directors<br />
and in consultation with the members of the Board, approved the<br />
change in the date of the Meeting in the light of an unavoidable and<br />
unforeseen business commitment involving the representative of the<br />
parent company.<br />
2 Reported that the BSP, in its letter dated February 25, <strong>2011</strong> which<br />
the Bank received on March 2, <strong>2011</strong>, approved the 1.5% regular<br />
cash dividends declared by Philippine Savings Bank for the fourth<br />
quarter of 2010 amounting to P36.04 million, payable to all common<br />
stockholders.<br />
March 10, <strong>2011</strong><br />
March 3, <strong>2011</strong><br />
Likewise as authorized by the Board, the President has fixed March<br />
18, <strong>2011</strong> as the record date to determine common stockholders<br />
entitled to regular cash dividends equivalent to P0.<strong>15</strong> per share.<br />
Dividend checks, which will reflect the total amount, shall be<br />
available on <strong>April</strong> 4, <strong>2011</strong> (payment date).<br />
3 Reported that the Board of Directors, in its meeting held on February<br />
22, <strong>2011</strong>, passed a resolution on the following:<br />
February 24, <strong>2011</strong><br />
1) Scheduling of the Annual Stockholders’ Meeting on <strong>April</strong> 1,<br />
<strong>2011</strong> at 4:00 o’clock in afternoon at the 19 th Floor, <strong>PSBank</strong><br />
Center, Paseo de Roxas Avenue corner Sedeño Street,<br />
Makati City;<br />
2) Setting March 9, <strong>2011</strong> as the Record Date for determining<br />
stockholders entitled to notice and to vote in the Meeting;<br />
and<br />
3) Granting of authority to President to change the date, time<br />
and place of the Meeting, as well as the record date and to<br />
decide on such other related matters as may be required by<br />
the regulators; and to sign, execute and deliver any and all<br />
documents and to do and perform any and all acts as may<br />
be necessary to carry into effect the intents and purposes of<br />
the foregoing.<br />
4 Reported that the Board of Directors, in its meeting held on January<br />
20, <strong>2011</strong>, passed a resolution declaring a 1.5% Regular Cash<br />
Dividend for the fourth quarter of 2010 amounting to Php 36.038<br />
million equivalent to Php 0.<strong>15</strong> per share, payable to all stockholders<br />
of record as of a date to be fixed by the President after approval by<br />
the Bangko Sentral ng Pilipinas (BSP).<br />
5 Reported that the BSP, in its letter dated November 18, 2010 which<br />
the Bank received on November 19, 2010, approved the 1.5%<br />
regular cash dividends declared by Philippine Savings Bank for the<br />
third quarter of 2010 amounting to P36.04 million, payable to all<br />
common stockholders.<br />
January 21, <strong>2011</strong><br />
November 22, 2010
Likewise as authorized by the Board, the President has fixed<br />
December 8, 2010 as the record date to determine common<br />
stockholders entitled to regular cash dividends equivalent to P0.<strong>15</strong><br />
per share.<br />
Dividend checks, which will reflect the total amount, shall be<br />
available on December 23, 2010 (payment date).<br />
6 Reported that the Board of Directors, in its meeting held on October<br />
14, 2010, passed a resolution declaring a 1.5% Regular Cash<br />
Dividend for the third quarter of 2010 amounting to Php 36.038<br />
million equivalent to Php 0.<strong>15</strong> per share, payable to all stockholders<br />
of record as of a date to be fixed by the President after approval by<br />
the Bangko Sentral ng Pilipinas (BSP).<br />
October <strong>15</strong>, 2010
Philippine Savings Bank<br />
Financial Statements<br />
December 31, 2010 and 2009<br />
and Years Ended December 31, 2010, 2009 and 2008<br />
and<br />
Independent Auditors’ Report<br />
SyCip Gorres Velayo & Co.
COVER SHEET<br />
P H I L I P P I N E S A V I N G S B A N K<br />
1 5 5 5 2<br />
SEC Registration Number<br />
(Company’s Full Name)<br />
P S B a n k C e n t e r , 7 7 7 P a s e o d e R o x a s<br />
c o r n e r S e d e ñ o S t r e e t , M a k a t i C i t<br />
y<br />
(Business Address: No. Street City/Town/Province)<br />
Perfecto Ramon Z. Dimayuga Jr. 885-8208<br />
(Contact Person)<br />
(Company Telephone Number)<br />
1 2 3 1 A A F S 0 4 0 1<br />
Month Day (Form Type) Month Day<br />
(Fiscal Year)<br />
(Annual Meeting)<br />
Corporation Finance Department<br />
(Secondary License Type, If Applicable)<br />
Dept. Requiring this Doc.<br />
Amended Articles Number/Section<br />
1,725<br />
Total Amount of Borrowings<br />
Total No. of Stockholders Domestic Foreign<br />
To be accomplished by SEC Personnel concerned<br />
File Number<br />
LCU<br />
Document ID<br />
Cashier<br />
S T A M P S<br />
Remarks: Please use BLACK ink for scanning purposes.
SyCip Gorres Velayo & Co.<br />
6760 Ayala Avenue<br />
1226 Makati City<br />
Philippines<br />
Phone: (632) 891 0307<br />
Fax: (632) 819 0872<br />
www.sgv.com.ph<br />
BOA/PRC Reg. No. 0001<br />
SEC Accreditation No. 0012-FR-2<br />
INDEPENDENT AUDITORS’ REPORT<br />
The Stockholders and the Board of Directors<br />
Philippine Savings Bank<br />
<strong>PSBank</strong> Center<br />
777 Paseo de Roxas corner Sedeño Street<br />
Makati City<br />
Report on the Financial Statements<br />
We have audited the accompanying financial statements of Philippine Savings Bank, which comprise<br />
the statements of condition as at December 31, 2010 and 2009, and the statements of income, the<br />
statements of comprehensive income, the statements of changes in equity and the statements of cash<br />
flows for each of the three years in the period ended December 31, 2010, and a summary of significant<br />
accounting policies and other explanatory information.<br />
Management’s Responsibility for the Financial Statements<br />
Management is responsible for the preparation and fair presentation of these financial statements in<br />
accordance with Philippine Financial Reporting Standards, and for such internal control as management<br />
determines is necessary to enable the preparation of financial statements that are free from material<br />
misstatement, whether due to fraud or error.<br />
Auditors’ Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audits. We<br />
conducted our audits in accordance with Philippine Standards on Auditing. Those standards require that<br />
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance<br />
whether the financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in<br />
the financial statements. The procedures selected depend on the auditor’s judgment, including the<br />
assessment of the risks of material misstatement of the financial statements, whether due to fraud or<br />
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s<br />
preparation and fair presentation of the financial statements in order to design audit procedures that are<br />
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness<br />
of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting<br />
policies used and the reasonableness of accounting estimates made by management, as well as<br />
evaluating the overall presentation of the financial statements.<br />
A member firm of Ernst & Young Global Limited
- 2 -<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for<br />
our audit opinion.<br />
Opinion<br />
In our opinion, the financial statements present fairly, in all material respects, the financial position of<br />
Philippine Savings Bank as at December 31, 2010 and 2009, and its financial performance and its cash<br />
flows for each of the three years in the period ended December 31, 2010 in accordance with Philippine<br />
Financial Reporting Standards.<br />
Report on Bureau of Internal Revenue Requirement<br />
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken<br />
as a whole. The supplementary information on taxes and licenses in Note 34 to the financial statements<br />
is presented for purposes of filing with the Bureau of Internal Revenue and is not a required part of the<br />
basic financial statements. Such information has been subjected to the auditing procedures applied in<br />
our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in<br />
relation to the basic financial statements taken as whole.<br />
SYCIP GORRES VELAYO & CO.<br />
Aris C. Malantic<br />
Partner<br />
CPA Certificate No. 90190<br />
SEC Accreditation No. 0326-AR-1<br />
Tax Identification No. <strong>15</strong>2-884-691<br />
PTR No. 264<strong>15</strong>38, January 3, <strong>2011</strong>, Makati City<br />
February 22, <strong>2011</strong>
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
STATEMENTS OF CONDITION<br />
ASSETS<br />
December 31<br />
2010 2009<br />
Cash and Other Cash Items (Note 16) P=3,163,939,540 P=2,632,884,729<br />
Due from Bangko Sentral ng Pilipinas (Note 16) 2,899,592,073 4,937,990,387<br />
Due from Other Banks (Note 29) 7,520,836,053 1,528,847,687<br />
Interbank Loans Receivable and Securities Purchased<br />
Under Resale Agreements (Note 7) 3,586,560,000 5,900,000,000<br />
Fair Value Through Profit or Loss Investments (Note 8) 868,316,442 248,043,099<br />
Available-for-Sale Investments (Notes 8 and 16) 16,200,339,057 18,261,371,820<br />
Held-to-Maturity Investments (Note 8) 9,162,584,959 4,772,851,076<br />
Loans and Receivables (Notes 9 and 29) 53,207,635,160 47,308,237,957<br />
Investments in an Associate and a Joint Venture<br />
(Notes 10 and 29) 829,873,755 788,310,337<br />
Property and Equipment (Note 11) 2,107,316,622 1,985,474,732<br />
Investment Properties (Note 12) 2,772,308,932 2,582,767,705<br />
Deferred Tax Asset (Note 27) 705,361,217 1,256,530,049<br />
Goodwill and Intangible Assets (Note 13) 240,684,552 197,472,852<br />
Other Assets (Note 14) 884,120,899 687,047,211<br />
P=104,149,469,261 P=93,087,829,641<br />
LIABILITIES AND EQUITY<br />
Liabilities<br />
Deposit Liabilities (Notes 16 and 29)<br />
Demand P=7,170,221,822 P=8,188,088,242<br />
Savings 10,147,794,079 9,403,399,256<br />
Time 70,200,793,366 59,798,723,788<br />
87,518,809,267 77,390,211,286<br />
Subordinated Notes (Notes 17 and 33) 1,977,141,032 1,973,881,534<br />
Treasurer’s, Cashier’s and Manager’s Checks 649,433,599 505,738,363<br />
Accrued Taxes, Interest and Other Expenses (Note 18) 1,132,129,341 895,023,135<br />
Income Tax Payable (Note 27) – 17,425,906<br />
Other Liabilities (Note 19) 1,262,878,631 1,293,410,922<br />
92,540,391,870 82,075,691,146<br />
(Forward)
- 2 -<br />
Equity<br />
December 31<br />
2010 2009<br />
Common Stock (Note 21) P=2,402,524,910 P=2,402,524,910<br />
Capital Paid in Excess of Par Value 2,818,083,506 2,818,083,506<br />
Surplus Reserves (Note 30) 1,035,275,317 854,463,783<br />
Surplus (Note 21) 5,055,131,075 4,232,673,110<br />
Net Unrealized Gain on Available-for-Sale Investments<br />
(Note 8) 355,<strong>15</strong>1,266 819,829,053<br />
Cumulative Translation Adjustment (Note 2) (57,088,683) (1<strong>15</strong>,435,867)<br />
11,609,077,391 11,012,138,495<br />
P=104,149,469,261 P=93,087,829,641<br />
See accompanying Notes to Financial Statements.
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
STATEMENTS OF INCOME<br />
Years Ended December 31<br />
2010 2009 2008<br />
INTEREST INCOME ON<br />
Loans and receivables (Notes 9 and 29) P=5,872,206,677 P=5,376,067,642 P=4,745,054,266<br />
Investment securities (Note 8) 1,714,742,134 1,944,869,980 1,012,129,324<br />
Due from Bangko Sentral ng Pilipinas <strong>15</strong>8,509,526 92,985,420 85,433,773<br />
Due from other banks (Note 29) 7,126,287 5,844,863 24,609,925<br />
Interbank loans receivable and securities purchased<br />
under resale agreements (Note 7) 160,512,694 109,764,181 262,379,746<br />
7,913,097,318 7,529,532,086 6,129,607,034<br />
INTEREST EXPENSE ON<br />
Deposit liabilities (Notes 16 and 29) 2,693,229,929 2,485,486,486 2,196,675,829<br />
Subordinated notes (Note 17) 206,037,289 205,737,407 205,983,474<br />
Bills payable (Note 29) 1,427,292 4,831,064 17,450,070<br />
2,900,694,510 2,696,054,957 2,420,109,373<br />
NET INTEREST INCOME 5,012,402,808 4,833,477,129 3,709,497,661<br />
Service fees and commission income (Note 22) 758,628,630 642,921,038 631,459,004<br />
Service fees and commission expense (Note 22) 66,947,148 46,679,681 97,093,744<br />
NET SERVICE FEES AND COMMISSION INCOME<br />
(Note 22) 691,681,482 596,241,357 534,365,260<br />
O<strong>THE</strong>R OPERATING INCOME (CHARGES)<br />
Trading and securities gains - net (Note 8) 2,229,490,724 543,632,852 199,740,186<br />
Gain on foreclosure of investment properties (Note 12) 224,362,420 206,142,134 211,126,132<br />
Gain on sale of chattel mortgage properties (Note 14) 45,391,188 41,803,965 28,578,089<br />
Gain on sale of investment properties (Note 12) <strong>15</strong>,239,<strong>15</strong>4 31,579,888 40,429,690<br />
Foreign exchange gain <strong>15</strong>,054,607 12,337,918 186,796,847<br />
Gain on sale of property and equipment (Note 11) 2,366,740 9,804,030 3,833,000<br />
Loss on foreclosure of chattel mortgage (Note 14) (108,401,098) (91,966,009) (60,137,420)<br />
Miscellaneous (Note 23) 108,949,822 88,283,966 83,229,054<br />
2,532,453,557 841,618,744 693,595,578<br />
Total Operating Income 8,236,537,847 6,271,337,230 4,937,458,499<br />
O<strong>THE</strong>R EXPENSES<br />
Compensation and fringe benefits (Notes 24 and 29) 1,740,616,046 1,488,633,458 1,223,833,877<br />
Provision for credit and impairment losses (Note <strong>15</strong>) 912,282,236 1,109,756,584 577,400,627<br />
Taxes and licenses (Notes 27 and 34) 777,135,211 559,775,883 451,660,304<br />
Occupancy and equipment-related costs (Note 25) 424,277,820 362,869,511 307,401,2<strong>15</strong><br />
Depreciation and amortization (Note 11) 352,038,108 328,535,606 274,104,098<br />
Security, messengerial and janitorial services 163,935,978 147,976,617 128,687,095<br />
Amortization of intangible assets (Note 13) 41,692,711 27,761,608 26,750,792<br />
Miscellaneous (Note 26) 1,212,927,582 917,642,194 853,688,641<br />
5,624,905,692 4,942,951,461 3,843,526,649<br />
(Forward)
- 2 -<br />
Years Ended December 31<br />
2010 2009 2008<br />
INCOME BEFORE SHARE IN NET INCOME<br />
OF AN ASSOCIATE AND A JOINT VENTURE<br />
AND INCOME TAX<br />
P=2,611,632,<strong>15</strong>5 P=1,328,385,769 P=1,093,931,850<br />
SHARE IN NET INCOME OF AN ASSOCIATE<br />
AND A JOINT VENTURE (Notes 10 and 29) 41,563,418 45,129,698 46,820,603<br />
INCOME BEFORE INCOME TAX 2,653,195,573 1,373,5<strong>15</strong>,467 1,140,752,453<br />
PROVISION FOR INCOME TAX (Note 27) 845,080,234 133,501,051 200,600,860<br />
NET INCOME P=1,808,1<strong>15</strong>,339 P=1,240,014,416 P=940,<strong>15</strong>1,593<br />
Basic/Diluted Earnings Per Share (Note 28) P=7.53 P=5.16 P=3.98<br />
See accompanying Notes to Financial Statements.
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
STATEMENTS OF COMPREHENSIVE INCOME<br />
Years Ended December 31<br />
2010 2009 2008<br />
NET INCOME P=1,808,1<strong>15</strong>,339 P=1,240,014,416 P=940,<strong>15</strong>1,593<br />
Other Comprehensive Income (Loss)<br />
Changes in net unrealized gain on Available-for-sale<br />
investments (Note 8) (464,677,787) 1,497,117,558 (805,848,857)<br />
Cumulative translation adjustment (Note 2) 58,347,184 (17,528,813) (97,907,054)<br />
TOTAL COMPREHENSIVE INCOME,<br />
NET OF TAX P=1,401,784,736 P=2,719,603,161 P=36,395,682<br />
See accompanying Notes to Financial Statements.
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
STATEMENTS OF CHANGES IN EQUITY<br />
Net Unrealized<br />
Gain (Loss) on<br />
Available-for-Sale<br />
Investments<br />
(Note 8)<br />
Cumulative<br />
Translation<br />
Adjustment<br />
(Note 2)<br />
Common Stock Capital Paid in Surplus Reserves<br />
Surplus<br />
(Note 21) Excess of Par Value (Note 30) (Note 21)<br />
Total<br />
Balance at January 1, 2010 P=2,402,524,910 P=2,818,083,506 P=854,463,783 P=4,232,673,110 P=819,829,053 (P=1<strong>15</strong>,435,867) P=11,012,138,495<br />
Total comprehensive income (loss) for the year – – – 1,808,1<strong>15</strong>,339 (464,677,787) 58,347,184 1,401,784,736<br />
Appropriation of surplus for trust business – – 180,811,534 (180,811,534) – – –<br />
Cash dividends (Note 21) – – – (804,845,840) – – (804,845,840)<br />
Balance at December 31, 2010 P=2,402,524,910 P=2,818,083,506 P=1,035,275,317 P=5,055,131,075 P=355,<strong>15</strong>1,266 (P=57,088,683) P=11,609,077,391<br />
Balance at January 1, 2009 P=2,402,524,910 P=2,818,083,506 P=730,462,341 P=3,296,849,504 (P=677,288,505) (P=97,907,054) P=8,472,724,702<br />
Total comprehensive income (loss) for the year – – – 1,240,014,416 1,497,117,558 (17,528,813) 2,719,603,161<br />
Appropriation of surplus for trust business – – 124,001,442 (124,001,442) – – –<br />
Cash dividends (Note 21) – – – (180,189,368) – – (180,189,368)<br />
Balance at December 31, 2009 P=2,402,524,910 P=2,818,083,506 P=854,463,783 P=4,232,673,110 P=819,829,053 (P=1<strong>15</strong>,435,867) P=11,012,138,495<br />
Balance at January 1, 2008 P=2,019,383,<strong>15</strong>0 P=1,220,819,206 P=636,447,182 P=2,594,864,566 P=128,560,352 P=– P=6,600,074,456<br />
Total comprehensive income (loss) for the year – – – 940,<strong>15</strong>1,593 (805,848,857) (97,907,054) 36,395,682<br />
Appropriation of surplus for trust business – – 94,0<strong>15</strong>,<strong>15</strong>9 (94,0<strong>15</strong>,<strong>15</strong>9) – – –<br />
Issuance of common stock 383,141,760 1,597,264,300 – – – – 1,980,406,060<br />
Cash dividends (Note 21) – – – (144,<strong>15</strong>1,496) – – (144,<strong>15</strong>1,496)<br />
Balance at December 31, 2008 P=2,402,524,910 P=2,818,083,506 P=730,462,341 P=3,296,849,504 (P=677,288,505) (P=97,907,054) P=8,472,724,702<br />
See accompanying Notes to Financial Statements.
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
STATEMENTS OF CASH FLOWS<br />
Years Ended December 31<br />
2010 2009 2008<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Income before income tax P=2,653,195,573 P=1,373,5<strong>15</strong>,467 P=1,140,752,453<br />
Adjustments for:<br />
Realized gain on sale of available-for-sale investments<br />
(Note 8) (2,323,447,276) (503,223,604) (230,643,975)<br />
Provision for credit and impairment losses (Note <strong>15</strong>) 912,282,236 1,109,756,584 577,400,627<br />
Depreciation and amortization (Note 11) 352,038,108 328,535,606 274,104,098<br />
Gain on foreclosure of investment properties (Note 12) (224,362,420) (206,142,134) (211,126,132)<br />
Loss on foreclosure of chattel mortgage properties (Note 14) 108,401,098 91,966,009 60,137,420<br />
Gain from sale of chattel mortgage properties (Note 14) (45,391,188) (41,803,965) (28,578,089)<br />
Amortization of intangible assets (Note 13) 41,692,711 27,761,608 26,750,792<br />
Share in net income of an associate and a joint<br />
venture (Note 10) (41,563,418) (45,129,698) (46,820,603)<br />
Gain from sale of investment properties (Note 12) (<strong>15</strong>,239,<strong>15</strong>4) (31,579,888) (40,429,690)<br />
Amortization of debt issuance costs (Note 17) 3,259,498 2,939,913 2,664,778<br />
Gain from sale of property and equipment (Note 11) (2,366,740) (9,804,030) (3,833,300)<br />
Unrealized trading loss on fair value through<br />
profit or loss investments (Note 8) 793,423 11,127,300 18,710,369<br />
Changes in operating assets and liabilities:<br />
Decrease (increase) in:<br />
Fair value through profit or loss investments (620,889,068) 822,456,959 318,693,818<br />
Loans and receivables (8,004,900,540) (7,540,645,333) (7,337,206,992)<br />
Other assets (227,469,061) (100,044,178) (176,504,283)<br />
Increase (decrease) in:<br />
Deposit liabilities 10,160,268,335 <strong>15</strong>,703,125,456 3,780,725,331<br />
Treasurer’s, cashier’s and manager’s checks 143,695,236 165,837,306 (37,801,879)<br />
Accrued taxes, interests and other expenses 237,142,974 (9,936,508) 39,901,023<br />
Other liabilities 5,555,938 239,305,697 16,082,613<br />
Cash generated from (used in) operations 3,112,696,265 11,388,018,567 (1,857,021,621)<br />
Income taxes paid (226,340,247) (275,867,318) (146,001,219)<br />
Net cash provided by (used in) operating activities 2,886,356,018 11,112,<strong>15</strong>1,249 (2,003,022,840)<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Purchases of:<br />
Other intangible assets (Note 13) (84,904,411) (66,718,040) (19,097,954)<br />
Property and equipment (Note 11) (396,765,121) (474,230,433) (230,060,966)<br />
Held-to-maturity investments (4,384,256,019) (3,163,556,793) (87,733,714)<br />
Available-for-sale investments (52,626,689,622) (10,014,727,372) (17,773,948,651)<br />
Proceeds from sale of:<br />
Available-for-sale investments 56,547,892,402 10,467,963,860 13,655,161,223<br />
Investment properties (Note 12) 432,950,999 599,814,459 229,599,094<br />
Chattel mortgage properties (Note 14) 592,678,122 563,585,587 328,405,707<br />
Property and equipment (Note 11) 26,802,180 39,380,202 40,368,764<br />
Proceeds from redemption of held-to-maturity investments at<br />
maturity – – 258,255,187<br />
Dividends received (Note 10) – 26,771,<strong>15</strong>0 –<br />
Investment in a joint venture (Note 10) – (400,000,000) –<br />
Net cash provided by (used in) investing activities 107,708,530 (2,421,717,380) (3,599,051,310)<br />
(Forward)
- 2 -<br />
Years Ended December 31<br />
2010 2009 2008<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Settlements of bills payable (P=6,327,836,992) (P=2,706,900,000) (P=6,177,600,000)<br />
Availments of bills payable 6,327,836,992 2,469,300,000 6,4<strong>15</strong>,200,000<br />
Dividends paid (Note 21) (840,883,714) (144,<strong>15</strong>1,496) (143,863,698)<br />
Issuance of common stock – – 1,980,406,060<br />
Net cash provided by (used in) financing activities (840,883,714) (381,751,496) 2,074,142,362<br />
Effect of exchange rate differences 18,024,029 (731,217) (4,105,551)<br />
NET INCREASE (DECREASE) IN CASH AND CASH<br />
EQUIVALENTS 2,171,204,863 8,307,951,<strong>15</strong>6 (3,532,037,339)<br />
CASH AND CASH EQUIVALENTS AT<br />
BEGINNING OF YEAR<br />
Cash and other cash items (Note 16) 2,632,884,729 1,436,234,455 1,093,135,036<br />
Due from Bangko Sentral ng Pilipinas (Note 16) 4,937,990,387 3,228,768,914 3,280,0<strong>15</strong>,727<br />
Due from other banks (Note 29) 1,528,847,687 1,276,768,278 544,196,039<br />
Interbank loans receivable and securities purchased under<br />
resale agreements (Note 7) 5,900,000,000 750,000,000 5,306,462,184<br />
14,999,722,803 6,691,771,647 10,223,808,986<br />
CASH AND CASH EQUIVALENTS AT<br />
END OF YEAR<br />
Cash and other cash items (Note 16) 3,163,939,540 2,632,884,729 1,436,234,455<br />
Due from Bangko Sentral ng Pilipinas (Note 16) 2,899,592,073 4,937,990,387 3,228,768,914<br />
Due from other banks (Note 29) 7,520,836,053 1,528,847,687 1,276,768,278<br />
Interbank loans receivable and securities purchased under<br />
resale agreements (Note 7) 3,586,560,000 5,900,000,000 750,000,000<br />
P=17,170,927,666 P=14,999,722,803 P=6,691,771,647<br />
OPERATIONAL CASH FLOWS FROM INTEREST<br />
Interest paid P=2,890,090,324 P=2,740,452,986 P=2,289,195,803<br />
Interest received 8,211,376,642 7,391,750,548 5,658,6<strong>15</strong>,033<br />
See accompanying Notes to Financial Statements.
<strong>PHILIPPINE</strong> SAVINGS BANK<br />
NOTES TO FINANCIAL STATEMENTS<br />
1. Corporate Information<br />
Philippine Savings Bank (the Bank) was incorporated in the Philippines primarily to engage in<br />
savings and mortgage banking. The Bank’s shares are listed in the Philippine Stock Exchange<br />
(PSE). The Bank offers a wide range of products and services such as deposit products, loans,<br />
treasury and trust functions that serve mainly to the retail and consumer market. On September 6,<br />
1991, the Bank was authorized to perform trust functions.<br />
As of December 31, 2010 and 2009, the Bank had 180 and 170 branches, respectively. The Bank<br />
added 74 Automated Tellering Machines (ATMs) in Metro Manila and in provincial locations in<br />
2010, bringing the total number of ATMs to 380 as of December 31, 2010 from 306 as of<br />
December 31, 2009.<br />
The original Certificate of Incorporation of the Bank was issued by the Securities and Exchange<br />
Commission on June 30, 1959. On March 28, 2006, the board of directors (BOD) of the Bank<br />
approved the amendment of Article Four of its Amended Articles of Incorporation to extend the<br />
corporate term of the Bank, which expired on June 30, 2009, for another 50 years or up to June 30,<br />
2059.<br />
On March 23, 2010, the Board of Directors approved the amendment of the Bank’s Articles of<br />
Incorporation and By-laws for the purpose of reducing the number of directors from eleven (11) to<br />
a maximum of nine (9).<br />
As of December 31, 2010, the Bank is seventy-six percent (76%) owned by Metropolitan Bank &<br />
Trust Company (MBTC), its parent company.<br />
The Bank’s principal place of business is located at <strong>PSBank</strong> Center, 777 Paseo de Roxas corner<br />
Sedeño Street, Makati City.<br />
2. Accounting Policies<br />
Basis of Preparation<br />
The accompanying financial statements have been prepared under the historical cost basis except<br />
for fair value through profit or loss (FVPL) investments and available-for-sale (AFS) investments<br />
that have been measured at fair value.<br />
The accompanying financial statements of the Bank include the accounts maintained in the<br />
Regular Banking Unit (RBU) and Foreign Currency Deposit Unit (FCDU). The functional<br />
currency of the RBU and the FCDU is Philippine Peso and United States Dollar (USD),<br />
respectively. For financial reporting purposes, FCDU accounts and foreign currency-denominated<br />
accounts in the RBU are translated into their equivalents in Philippine pesos (see accounting<br />
policy on Foreign Currency Translation). The financial statements of these units are combined<br />
after eliminating inter-unit accounts.<br />
Statement of Compliance<br />
The financial statements of the Bank have been prepared in compliance with Philippine Financial<br />
Reporting Standards (PFRS).
- 2 -<br />
Changes in Accounting Policies and Disclosure<br />
The accounting policies adopted are consistent with those of the previous financial year. The<br />
issuance of and the amendments to the following standards and interpretations which became<br />
effective as of January 1, 2010, did not have any impact on the accounting policies, financial<br />
position or performance of the Bank:<br />
• PFRS 2 Amendments - Group Cash-settled Share-based Payment Transaction, effective for<br />
annual periods beginning on or after January 1, 2010<br />
• PFRS 3, Business Combinations (Revised), effective for annual period beginning on or after<br />
July 1, 2009<br />
• Philippine Accounting Standard (PAS) 27, Consolidated and Separate Financial Statements<br />
(Amended), effective for annual periods beginning on or after July 1, 2009<br />
• PAS 39 Amendment - Eligible Hedged Items, effective for annual periods beginning on or<br />
after July 1, 2009<br />
• Philippine Interpretation International Financial Reporting Interpretation Committee (IFRIC)<br />
17, Distributions of Non-Cash Assets to Owners, effective for annual periods beginning on or<br />
after July 1, 2009 with early application permitted<br />
Improvements to PFRSs<br />
Improvements to PFRSs, an omnibus of amendments to standards, deal primarily with a view to<br />
removing inconsistencies and clarifying wording. There are separate transitional provisions for<br />
each standard. The adoption of the following amendments resulted in changes to accounting<br />
policies but did not have any impact on the financial position or performance of the Bank.<br />
Improvements to PFRSs 2008<br />
The amendment arising from the 2008 Improvements to PFRSs is effective for annual periods<br />
beginning on or after July 1, 2009.<br />
• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations, clarifies that when a<br />
subsidiary is classified as held for sale, all its assets and liabilities are classified as held for<br />
sale, even when the entity remains a non-controlling interest after the sale transaction.<br />
Improvements to PFRSs 2009<br />
The amendments in the 2009 Improvements to PFRSs are effective for annual periods beginning<br />
on or after July 1, 2009, except for the amendments to PFRS 5, PFRS 8, PAS 1, PAS 7, PAS 17,<br />
PAS 36 and PAS 39, which are effective for annual periods beginning on or after January 1, 2010.<br />
The amendment to PAS 18 was effective from issue date of the standard in <strong>April</strong> 2009.<br />
• PFRS 5, clarifies that the disclosures required in respect of non-current assets and disposal<br />
groups classified as held for sale or discontinued operations are only those set out in PFRS 5.<br />
The disclosure requirements of other PFRSs only apply if specifically required for such noncurrent<br />
assets or discontinued operations. The amendment has no impact on the financial<br />
position or financial performance of the Bank.<br />
• PFRS 8, Operating Segments, clarifies that segment assets and liabilities need only be<br />
reported when those assets and liabilities are included in measures that are used by the chief<br />
operating decision maker. As the Bank’s chief operating decision maker reviews segment<br />
assets and liabilities, the Bank has continued to disclose this information in Note 6.
- 3 -<br />
• PAS 7, Statement of Cash Flows, states that only expenditure that results in recognizing an<br />
asset can be classified as a cash flow from investing activities. This amendment has no impact<br />
on the Bank’s statements of cash flows.<br />
• PAS 36, Impairment of Assets, The amendment clarifies that the largest unit permitted for<br />
allocating goodwill, acquired in a business combination, is the operating segment as defined in<br />
PFRS 8 before aggregation for reporting purposes. The amendment has no impact on the<br />
Bank as the annual impairment test is performed before aggregation.<br />
Other amendments resulting from the 2009 Improvements to PFRSs to the following standards did<br />
not have any impact on the accounting policies, financial position or performance of the Bank.<br />
• PFRS 2, Share-based Payment<br />
• PAS 1, Presentation of Financial Statements<br />
• PAS 17, Leases<br />
• PAS 38, Intangible Assets<br />
• PAS 39, Financial Instruments: Recognition and Measurement<br />
• Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives<br />
• Philippine Interpretation IFRIC-16, Hedge of a Net Investment in a Foreign Operation<br />
Summary of Significant Accounting Policies<br />
Foreign Currency Translation<br />
The financial statements are presented in Philippine pesos, which is the Bank’s functional and<br />
presentation currency.<br />
The books of accounts of the RBU are maintained in Philippine pesos, while those of the FCDU<br />
are maintained in USD.<br />
RBU<br />
As at reporting date, foreign currency monetary assets and liabilities of the RBU are translated in<br />
Philippine pesos based on the Philippine Dealing System (PDS) closing rate prevailing at end of<br />
the year and foreign currency-denominated income and expenses, at the exchange rates as at the<br />
date of the transaction. Foreign exchange differences arising from restatements of foreign<br />
currency-denominated assets and liabilities in the RBU are credited to or charged against profit or<br />
loss in the year in which the rates change. Non-monetary items that are measured in terms of<br />
historical cost in a foreign currency are translated using the exchange rates as at the dates of the<br />
initial transactions. Non-monetary items measured at fair value in a foreign currency are<br />
translated using the exchange rates at the date when the fair value is determined.<br />
FCDU<br />
As at the reporting date, the assets and liabilities of the FCDU are translated to the Bank’s<br />
presentation currency (the Philippine Peso) at PDS closing rate prevailing at the statement of<br />
condition date, and its income and expenses are translated using the exchange rates as at the dates<br />
of the transaction. Exchange differences arising on translation to the presentation currency are<br />
taken to the statement of comprehensive income under ‘Cumulative translation adjustment’. Upon<br />
disposal of the FCDU, the deferred cumulative amount recognized in the statement of<br />
comprehensive income is recognized in the statement of income. The Bank adopted this policy<br />
when the Bangko Sentral ng Pilipinas (BSP) issued BSP Circular No. 601 on February 13, 2008.<br />
This Circular included a provision requiring Banks to use the USD as the functional currency of<br />
its FCDU. As of December 31, 2010 and 2009, the Bank recorded ‘Cumulative translation<br />
adjustment’ under equity amounting to P=57.1 million and P=1<strong>15</strong>.4 million, respectively.
- 4 -<br />
Financial Instruments - Initial Recognition and Subsequent Measurement<br />
Date of recognition<br />
Purchases or sales of financial assets that require delivery of assets within the time frame<br />
established by regulation or convention in the marketplace are recognized on the settlement date.<br />
Deposits, amounts due to banks and loans are recognized when cash is received by the Bank or<br />
advanced to the borrowers.<br />
Initial recognition of financial instruments<br />
All financial instruments, including trading and investment securities and loans and receivables,<br />
are initially measured at fair value. Except for FVPL investments and liabilities, the initial<br />
measurement of financial instruments includes transaction costs. The Bank classifies its financial<br />
assets in the following categories: FVPL investments, Held-to-maturity (HTM) investments, AFS<br />
investments, and loans and receivables. Financial liabilities are classified into liabilities at FVPL<br />
and other financial liabilities at amortized cost. The classification depends on the purpose for<br />
which the investments are acquired and whether they are quoted in an active market. Management<br />
determines the classification of its investments at initial recognition and, where allowed and<br />
appropriate, re-evaluates such designation at every statement of condition date. As of<br />
December 31, 2010 and 2009, the Bank had no liabilities at FVPL.<br />
Determination of fair value<br />
The fair value for financial instruments traded in active markets at the statement of condition date<br />
is based on their quoted market price or dealer price quotations (bid price for long positions and<br />
asking price for short positions), without any deduction for transaction costs. When current bid<br />
and asking prices are not available, the price of the most recent transaction is used since it<br />
provides evidence of the current fair value as long as there has not been a significant change in<br />
economic circumstances since the time of the transaction.<br />
For all other financial instruments not listed in an active market, the fair value is determined by<br />
using appropriate valuation techniques. Valuation techniques include net present value<br />
techniques, comparison to similar instruments for which market observable prices exist, options<br />
pricing models, and other relevant valuation models.<br />
‘Day 1’ difference<br />
Where the transaction price in a non-active market is different from the fair value from other<br />
observable current market transactions in the same instrument or based on a valuation technique<br />
whose variables include only data from observable market, the Bank recognizes the difference<br />
between the transaction price and fair value (a ‘Day 1 difference’) in the statement of income in<br />
‘Trading and securities gains - net’, unless it qualifies for recognition as some other type of asset.<br />
In cases where transaction price used is made of data which is not observable, the difference<br />
between the transaction price and model value is only recognized in the statement of income when<br />
the inputs become observable or when the instrument is derecognized. For each transaction, the<br />
Bank determines the appropriate method of recognizing the ‘Day 1 difference’ amount.<br />
Derivatives<br />
Derivative financial instruments are initially recorded at fair value on the date at which the<br />
derivative contract is entered into and are subsequently remeasured at fair value. Any gains or<br />
losses arising from changes in fair values of derivatives (except those accounted for as cash flow<br />
hedges) are taken directly to the statement of income and are included in ‘Trading and securities<br />
gain - net’. Derivatives are carried as assets when the fair value is positive and as liabilities when<br />
the fair value is negative. As of December 31, 2010 and 2009, derivatives comprise Republic of<br />
the Philippines (ROP) paired warrants acquired to lower the risk weighted assets and improve the<br />
capital adequacy ratio of the Bank.
- 5 -<br />
For purposes of hedge accounting, hedges, if any, are classified primarily as either: a) a hedge of<br />
the fair value of an asset, liability or a firm commitment (fair value hedge); or b) a hedge of the<br />
exposure variability in cash flows attributable to an asset or a liability or a forecasted transaction<br />
(cash flow hedge). Hedge accounting is applied to derivatives designated as hedging instruments<br />
in a fair value, cash flow, or net investment hedge provided certain criteria are met. In 2010 and<br />
2009, the Bank did not apply hedge accounting treatment for its derivative transactions.<br />
Designated financial assets or financial liabilities at FVPL<br />
Designated financial assets or financial liabilities classified in this category are designated by<br />
management on initial recognition when the following criteria are met:<br />
• the designation eliminates or significantly reduces the inconsistent treatment that would<br />
otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them<br />
on a different basis; or<br />
• the assets and liabilities are part of a group of financial assets, financial liabilities or both<br />
which are managed and their performance evaluated on a fair value basis, in accordance with a<br />
documented risk management or investment strategy; or<br />
• the financial instrument contains an embedded derivative, unless the embedded derivative<br />
does not significantly modify the cash flows or it is clear, with little or no analysis, that it<br />
would not be separately recorded.<br />
Designated financial assets and financial liabilities at FVPL are recorded in the statement of<br />
condition at fair value. Changes in fair value of financial assets and liabilities designated at FVPL<br />
are recorded in ‘Trading and securities gains - net’. Interest earned or incurred is recorded in<br />
interest income or expense, respectively, while any dividend income is recorded in other operating<br />
income according to the terms of the contract, or when the right of the payment has been<br />
established. As of December 31, 2010 and 2009, the Bank had no designated financial assets or<br />
financial liabilities at FVPL.<br />
Other financial assets or financial liabilities held-for-trading (HFT)<br />
Other financial assets or financial liabilities HFT (classified as FVPL investments) are recorded in<br />
the statement of condition at fair value. Changes in fair value relating to the HFT positions are<br />
recognized in ‘Trading and securities gains - net’. Interest earned or incurred is recorded as<br />
interest income or expense, respectively, while dividend income is recorded in other operating<br />
income when the right to receive payment has been established.<br />
Included in this classification are debt securities which have been acquired principally for the<br />
purpose of selling in the near term.<br />
Embedded derivatives<br />
An embedded derivative is separated from the host contract and accounted for as a derivative if all<br />
of the following conditions are met:<br />
• the economic characteristics and risks of the embedded derivative are not closely related to the<br />
economic characteristic of the host contract;<br />
• a separate instrument with the same terms as the embedded derivative would meet the<br />
definition of a derivative; and<br />
• the hybrid or combined instrument is not recognized at fair value through profit or loss.
- 6 -<br />
The Bank assesses whether embedded derivatives are required to be separated from host contracts<br />
when the Bank first becomes a party to the contract. Subsequent reassessment is prohibited unless<br />
there is a change in the terms of the contract that significantly modifies the cash flows that<br />
otherwise would be required under the contract, in which case reassessment is required. The Bank<br />
determines whether a modification to cash flows is significant by considering the extent to which<br />
the expected future cash flows associated with the embedded derivative and the host contract and<br />
whether the change is significant relative to the previously expected cash flow on the contract.<br />
As of December 31, 2010 and 2009, the Bank does not have any embedded derivatives required to<br />
be separated from the host contract.<br />
HTM investments<br />
HTM investments are quoted non-derivative financial assets with fixed or determinable payments<br />
and fixed maturities for which the Bank’s management has the positive intention and ability to<br />
hold to maturity. Where the Bank sells other than an insignificant amount of HTM investments,<br />
the entire category would be tainted and reclassified to AFS investments. After initial<br />
measurement, these investments are subsequently measured at amortized cost using the effective<br />
interest rate (EIR) amortization method, less impairment in value. Amortized cost is calculated by<br />
taking into account any discount or premium on acquisition and fees that are an integral part of the<br />
EIR. The amortization is included in ‘Interest income on investment securities’ in the statement of<br />
income. Gains and losses are recognized in the statement of income when the HTM investments<br />
are derecognized and impaired, as well as through the amortization process. The losses arising<br />
from impairment of such investments are recognized in the statement of income under ‘Provision<br />
for credit and impairment losses’.<br />
The effects of restatement on foreign currency denominated HTM investments are recognized in<br />
the statement of income.<br />
Amounts due from BSP and other banks, interbank loans receivable and securities purchased<br />
under resale agreements (SPURA), loans and receivables<br />
These are non-derivative financial assets with fixed or determinable payments and fixed maturities<br />
that are not quoted in an active market. They are not entered into with the intention of immediate<br />
or short-term resale and are not classified as ‘FVPL investments’, designated as ‘AFS<br />
investments’ or ‘designated financial assets at FVPL’.<br />
After initial measurement, ‘Due from BSP’, ‘Due from other banks’, ‘Interbank loans receivable<br />
and SPURA’ and ‘Loans and receivables’ are subsequently measured at amortized cost using the<br />
EIR amortization method, less allowance for credit losses. Amortized cost is calculated by taking<br />
into account any discount or premium on acquisition and fees and costs that are an integral part of<br />
the EIR. The amortization is included in the ‘Interest income’ in the statement of income. The<br />
losses arising from impairment are recognized in ‘Provision for credit and impairment losses’ in<br />
the statement of income.<br />
AFS investments<br />
AFS investments are those which are designated as such or do not qualify to be classified as FVPL<br />
investments, HTM investments or loans and receivables. They are purchased and held<br />
indefinitely, and may be sold in response to liquidity requirements or changes in market<br />
conditions. They include equity investments, money market papers and other debt instruments.
- 7 -<br />
After initial measurement, AFS investments are subsequently measured at fair value. The<br />
effective yield component of AFS debt securities, as well as the impact of restatement on foreign<br />
currency-denominated AFS debt securities, is reported in income. The unrealized gains and losses<br />
arising from the fair valuation of AFS investments are excluded, net of tax, from reported income<br />
and are reported as ‘Net unrealized gain (loss) on AFS investments’ in other comprehensive<br />
income (OCI).<br />
When the security is disposed of, the cumulative gain or loss previously recognized in OCI is<br />
recognized as ‘Trading and securities gains - net’ in the statement of income. Where the Bank<br />
holds more than one investment in the same security, these are deemed to be disposed on a<br />
weighted average basis. Interest earned on holding AFS debt investments are reported as interest<br />
income using the EIR. Dividends earned on holding AFS equity investments are recognized in the<br />
statement of income as ‘Miscellaneous income’ when the right of the payment has been<br />
established. The losses arising from impairment of such investments are recognized as ‘Provision<br />
for credit and impairment losses’ in the statement of income.<br />
Other financial liabilities carried at amortized cost<br />
This category represents issued financial instruments or their components, which are not<br />
designated at FVPL and comprises ‘Deposit liabilities’, ‘Subordinated notes and bills payable’,<br />
‘Treasurer’s, cashier’s and manager’s checks’, ‘Accrued interest payable’, ‘Accounts payable’,<br />
‘Bills purchased-contra’, ‘Other credits’, ‘Due to BSP’, ‘Dividends payable’, ‘Due to Treasurer of<br />
the Philippines’ and ‘Deposits for keys-Safety deposit boxes (SDB)’, where the substance of the<br />
contractual arrangement results in the Bank having an obligation either to deliver cash or another<br />
financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed<br />
amount of cash or another financial asset for a fixed number of own equity shares. The<br />
components of issued financial instruments that contain both liability and equity elements are<br />
accounted for separately, with the equity component being assigned the residual amount after<br />
deducting from the instrument as a whole the amount separately determined as the fair value of the<br />
liability component on the date of issue.<br />
After initial measurement, financial liabilities not qualified as and not designated as FVPL, are<br />
subsequently measured at amortized cost using the EIR amortization method. Amortized cost is<br />
calculated by taking into account any discount or premium on the issue and fees that are an<br />
integral part of the EIR.<br />
Derecognition of Financial Assets and Liabilities<br />
Financial asset<br />
A financial asset (or, where applicable a part of a financial asset or part of a group of financial<br />
assets) is derecognized where:<br />
• the rights to receive cash flows from the asset have expired; or<br />
• the Bank retains the right to receive cash flows from the asset, but has assumed an obligation<br />
to pay them in full without material delay to a third party under a “pass-through” arrangement;<br />
or<br />
• the Bank has transferred its rights to receive cash flows from the asset and either (a) has<br />
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor<br />
retained the risk and rewards of the asset but has transferred control over the asset.
- 8 -<br />
Where the Bank has transferred its rights to receive cash flows from an asset or has entered into a<br />
pass-through arrangement, and has neither transferred nor retained substantially all the risks and<br />
rewards of the asset nor transferred control over the asset, the asset is recognized to the extent of<br />
the Bank’s continuing involvement in the asset. Continuing involvement that takes the form of a<br />
guarantee over the transferred asset is measured at the lower of original carrying amount of the<br />
asset and the maximum amount of consideration that the Bank could be required to repay.<br />
Financial liability<br />
A financial liability is derecognized when the obligation under the liability is discharged or<br />
cancelled or has expired. Where an existing financial liability is replaced by another from the<br />
same lender on substantially different terms, or the terms of an existing liability are substantially<br />
modified, such an exchange or modification is treated as a derecognition of the original liability<br />
and the recognition of a new liability, and the difference in the respective carrying amounts is<br />
recognized in the statement of income.<br />
Repurchase and Reverse Repurchase Agreements<br />
Securities sold under agreements to repurchase at a specified future date (‘repos’) are not<br />
derecognized from the statement of condition. The corresponding cash received, including<br />
accrued interest, is recognized in the statement of condition as a loan to the Bank, reflecting the<br />
economic substance of such transaction. The Bank had no outstanding repurchase agreements as<br />
of December 31, 2010 and 2009.<br />
Conversely, securities purchased under agreements to resell at a specified future date (‘reverse<br />
repos’) are not recognized in the statement of condition. The corresponding cash paid, including<br />
accrued interest, is recognized in the statement of condition as SPURA, and is considered a loan to<br />
the counterparty. The difference between the purchase price and resale price is treated as interest<br />
income and is accrued over the life of the agreement using the EIR amortization method.<br />
Offsetting Financial Instruments<br />
Financial assets and financial liabilities are offset and the net amount reported in the statement of<br />
condition if, and only if, there is a currently enforceable legal right to offset the recognized<br />
amounts and there is an intention to settle on a net basis, or to realize the asset and settle the<br />
liability simultaneously. This is not generally the case with master netting agreements, and the<br />
related assets and liabilities are presented gross in the statement of condition.<br />
Impairment of Financial Assets<br />
The Bank assesses at each statement of condition date whether there is objective evidence that a financial<br />
asset or group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be<br />
impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has<br />
occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (or events) has<br />
an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be<br />
reliably estimated. Evidence of impairment may include indications that the borrower or a group of<br />
borrowers is experiencing significant financial difficulty, default or delinquency in interest or principal<br />
payments, the probability that they will enter bankruptcy or other financial reorganization and where<br />
observable data indicate that there is measurable decrease in the estimated future cash flows, such as<br />
changes in arrears or economic conditions that correlate with defaults.
- 9 -<br />
Financial assets carried at amortized cost<br />
For financial assets carried at amortized cost, which includes loans and receivables, due from<br />
banks and HTM investments, the Bank first assesses at each statement of condition date whether<br />
objective evidence of impairment exists individually for financial assets that are individually<br />
significant, or collectively for financial assets that are not individually significant.<br />
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is<br />
measured as the difference between the asset’s carrying amount and the present value of the<br />
estimated future cash flows (excluding future credit losses that have not been incurred). The<br />
present value of the estimated future cash flows is discounted at the financial asset’s original EIR.<br />
If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the<br />
current EIR, adjusted for the original credit risk premium. The calculation of the present value of<br />
the estimated future cash flows of a collateralized financial asset reflects the cash flows that may<br />
result from foreclosure less costs for obtaining and selling the collateral, whether or not<br />
foreclosure is probable.<br />
The carrying amount of the asset is reduced through use of an allowance account and the amount<br />
of loss is charged to the statement of income. Interest income continues to be recognized based on<br />
the original EIR of the asset. Loans and receivables, together with the associated allowance<br />
accounts, are written off when there is no realistic prospect of future recovery and all collateral has<br />
been realized. If, in a subsequent year, the amount of the estimated impairment loss decreases<br />
because of an event occurring after the impairment was recognized, the previously recognized<br />
impairment loss is reduced by adjusting the allowance account. If a future write-off is later<br />
recovered, any amounts formerly charged are credited to ‘Provision for credit and impairment<br />
losses’ in the statement of income.<br />
If the Bank determines that no objective evidence of impairment exists for individually assessed<br />
financial asset, whether significant or not, it includes the asset in a group of financial assets with<br />
similar credit risk characteristics and collectively assesses for impairment. Those characteristics<br />
are relevant to the estimation of future cash flows for groups of such assets by being indicative of<br />
the debtors’ ability to pay all amounts due according to the contractual terms of the assets being<br />
evaluated. Assets that are individually assessed for impairment and for which an impairment loss<br />
is, or continues to be, recognized are not included in a collective assessment for impairment.<br />
Assets individually assessed for impairment for which no impairment loss was measured are also<br />
collectively assessed for impairment.<br />
For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis<br />
of such credit risk characteristics as industry and age of receivables.<br />
Future cash flows in a group of financial assets that are collectively evaluated for impairment are<br />
estimated on the basis of historical loss experience for assets with credit risk characteristics similar<br />
to those in the group.<br />
Historical loss experience is adjusted on the basis of current observable data to reflect the effects<br />
of current conditions that did not affect the period in which the historical loss experience is based<br />
and to remove the effects of conditions in the historical period that do not exist currently.<br />
Estimates of changes in future cash flows reflect, and are directionally consistent with changes in<br />
related observable data from period to period (such as changes in unemployment rates, property<br />
prices, commodity prices, payment status, or other factors that are indicative of incurred losses in<br />
the group and their magnitude). The methodology and assumptions used for estimating future<br />
cash flows are reviewed regularly by the Bank to reduce any differences between loss estimates<br />
and actual loss experience.
- 10 -<br />
Restructured loans<br />
Where possible, the Bank seeks to restructure loans rather than to take possession of collateral.<br />
This may involve extending the payment arrangements and the agreement on new loan conditions.<br />
Once the terms have been renegotiated, the loan is no longer considered past due. Management<br />
continuously reviews restructured loans to ensure that all criteria are met and that future payments<br />
are likely to occur. The loans continue to be subjected to an individual or collective impairment<br />
assessment, calculated using the loan’s original EIR if the original loan has fixed interest rate and<br />
the current repriced rate if the original loan is repriceable. The difference between the recorded<br />
value of the original loan and the present value of the restructured cash flows, discounted at the<br />
applicable interest rate, is recognized in ‘Provision for credit and impairment losses’ in the<br />
statement of income.<br />
AFS investments<br />
For AFS investments, the Bank assesses at each statement of condition date whether there is<br />
objective evidence that a financial asset or group of financial assets is impaired.<br />
In case of equity investments classified as AFS investments, this would include a significant or<br />
prolonged decline in the fair value of the investments below its cost. Where there is evidence of<br />
impairment, the cumulative loss - measured as the difference between the acquisition cost and the<br />
current fair value, less any impairment loss on that financial asset previously recognized in the<br />
statement of income - is removed from equity and recognized in the statement of income.<br />
Impairment losses on equity investments are not reversed through the statement of income.<br />
Increases in fair value after impairment are recognized in the statement of comprehensive income.<br />
In the case of debt instruments classified as AFS investments, impairment is assessed based on the<br />
same criteria as financial assets carried at amortized cost. Future interest income is based on the<br />
reduced carrying amount and is accrued based on the rate of interest used to discount future cash<br />
flows for the purpose of measuring impairment loss. Such accrual is recorded as part of ‘Interest<br />
income’ in the statement of income. If, in subsequent years, the fair value of a debt instrument<br />
increased and the increase can be objectively related to an event occurring after the impairment<br />
loss was recognized in the statement of income, the impairment loss is reversed through the<br />
statement of income.<br />
Revenue and Expense Recognition<br />
Revenue is recognised when it is probable that future economic benefits will flow to the entity and<br />
these benefits can be measured reliably. The Bank assesses its revenue arrangements against<br />
specific criteria in order to determine if it is acting as principal or agent. The Bank concluded that<br />
it is acting as a principal in all of its revenue arrangement. The following specific recognition<br />
criteria must also be met before revenue is recognized:<br />
Interest income and expense<br />
For all financial instruments measured at amortized cost and interest bearing financial instruments<br />
classified as AFS investments, interest income is recorded at the EIR, which is the rate that exactly<br />
discounts estimated future cash payments or receipts through the expected life of the financial<br />
instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset<br />
or financial liability. The calculation takes into account all contractual terms of the financial<br />
instrument (for example, prepayment options), includes any fees or incremental costs that are<br />
directly attributable to the instrument and are an integral part of the EIR, but not future credit<br />
losses.
- 11 -<br />
The carrying amount of the financial asset or financial liability is adjusted if the Bank revises its<br />
estimates of payments or receipts. The adjusted carrying amount is calculated based on the<br />
original EIR and the change in carrying amount is recorded as interest income.<br />
Once the recorded value of a financial asset or group of similar financial assets has been reduced<br />
due to an impairment loss, interest income continues to be recognized using the original EIR used<br />
to discount future cash flows.<br />
Fee and commission income<br />
Fees earned for the provision of services over a period of time are accrued over that period. These<br />
fees include investment fund fees, custodian fees, fiduciary fees, portfolio fees, credit related fees<br />
and other service and management fees.<br />
Dividends<br />
Dividend income is recognized when the Bank’s right to receive payment is established.<br />
Trading and securities gains - net<br />
Income results from disposal of AFS investments and trading activities including all gains and<br />
losses from changes in fair value for financial assets at FVPL.<br />
Rental income<br />
Rental income arising from leased properties is accounted for on a straight-line basis over the<br />
lease terms on ongoing leases and is recorded in the statement of income under ‘Other operating<br />
income’.<br />
Income from sale of property and equipment, investment property and chattel mortgage properties<br />
Income from sale of properties is recognized upon completion of the earning process and the<br />
collectibility of the sales price is reasonably assured.<br />
Cash and Cash Equivalents<br />
For purposes of reporting cash flows, cash and cash equivalents include cash and other cash items,<br />
amounts due from BSP and other banks, and interbank loans receivable and SPURA that are<br />
convertible to known amounts of cash with original maturities of three months or less from dates<br />
of placements and that are subject to insignificant risk of changes in value.<br />
Business Combination and Goodwill<br />
Business combinations are accounted for using the acquisition method. This involves recognizing<br />
identifiable assets (including previously unrecognized intangible assets) and liabilities (including<br />
contingent liabilities and excluding future restructuring) of the acquired business at fair value.<br />
Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is<br />
recognized as goodwill. If the cost of acquisition is less than the fair values of the identifiable net<br />
assets acquired, the discount on acquisition is recognized directly in the statement of income in the<br />
year of acquisition.<br />
Goodwill is initially measured at cost being the excess of the acquisition cost over the share in the<br />
net fair value of the acquired identifiable assets, liabilities and contingent liabilities. The Bank’s<br />
goodwill arose from past purchases of branch business/offices from the Parent Company.<br />
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.<br />
For the purpose of impairment testing, goodwill acquired is, from the acquisition date, allocated to<br />
each of the cash generating units that are expected to benefit from the synergies of the<br />
combination, irrespective of whether the acquired other assets or liabilities are assigned to those<br />
units.
- 12 -<br />
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is<br />
disposed of, the goodwill associated with the operation disposed of is included in the carrying<br />
amount of the operation when determining the gain or loss on disposal of the operation. Goodwill<br />
disposed of in this circumstance is measured based on the relative values of the operation disposed<br />
of and the portion of the cash-generating unit retained.<br />
Investment in an Associate<br />
Associates are entities over which the Bank has significant influence but not control, generally<br />
accompanying a shareholding of between 20.00% and 50.00% of the voting rights. The Bank’s<br />
investment in an associate represents its 25.00% interest in Toyota Financial Services Philippines<br />
Corp. (TFSPC), an entity not listed in the PSE. Investment in an associate is accounted for under<br />
the equity method of accounting.<br />
The reporting period of TFSPC is the fiscal year-ending March 31. However, TFSPC prepares<br />
financial statements for a 12-month period ending December 31 for the use of the Bank in<br />
applying the equity method. The length of the reporting period is the same from period to period.<br />
Where necessary, adjustments are made to bring the accounting policies in line with those of the<br />
Bank.<br />
Investment in a Joint Venture<br />
Investment in a joint venture represents the Bank’s interest in a jointly controlled entity, whereby<br />
the venturers have a contractual arrangement that establishes joint control over the economic<br />
activities of Sumisho Motor Finance Corporation (SMFC), an entity not listed in the PSE. The<br />
Bank’s investment in a joint venture represents its 40.00% interest in SMFC. Investment in a joint<br />
venture is accounted for under the equity method of accounting.<br />
The reporting period of SMFC is the calendar year ending December 31. Where necessary,<br />
adjustments are made to bring the accounting policies in line with those of the Bank.<br />
Under the equity method, an investment in an associate and a joint venture is carried in the<br />
statement of condition at cost plus post-acquisition changes in the Bank’s share in the net assets of<br />
the associate and a joint venture. Goodwill relating to an associate and a joint venture is included<br />
in the carrying value of the investment and is not amortized. The Bank’s share in an associate’s<br />
and a joint venture’s post-acquisition profits or losses is recognized in the statement of income,<br />
and its share of post-acquisition movements in the associate’s and joint venture’s other<br />
comprehensive income is recognized in the statement of comprehensive income. When the<br />
Bank’s share of losses in an associate and a joint venture equals or exceeds its interest in the<br />
associate or joint venture, including any other unsecured receivables, the Bank does not recognize<br />
further losses, unless it has incurred obligations or made payments on behalf of the associate or<br />
joint venture. The Bank’s interest in the associate or joint venture is the carrying amount of the<br />
investment in the associate or joint venture under the equity method together with any long-term<br />
interests that form part of the Bank's net investment in the associate or joint venture. Profits and<br />
losses resulting from transactions between the Bank and an associate or joint venture are<br />
eliminated to the extent of the Bank’s interest in the associate or joint venture.<br />
Property and Equipment<br />
Land is stated at cost less any impairment in value and depreciable properties including building,<br />
furniture, fixtures and equipment, and leasehold improvements are stated at cost less accumulated<br />
depreciation and accumulated impairment losses. The initial cost of property and equipment<br />
consists of its purchase price and any directly attributable costs of bringing the asset to its working<br />
condition and location for its intended use. Expenditures incurred after the assets have been put<br />
into operation, such as repairs and maintenance, are normally charged against profit or loss in the<br />
year in which the costs are incurred. In situations where it can be clearly demonstrated that the<br />
expenditures have resulted in an increase in the future economic benefits expected to be obtained
- 13 -<br />
from the use of property and equipment beyond its originally assessed standard of performance,<br />
the expenditures are capitalized as additional cost of property and equipment.<br />
Depreciation is calculated on a straight-line basis over the useful life of the asset as follows:<br />
Buildings<br />
Furniture, fixtures and equipment<br />
Leasehold improvements<br />
25-50 years<br />
3-5 years depending on the type of assets<br />
5 years or the term of the related leases,<br />
whichever is shorter<br />
An item of property and equipment is derecognized upon disposal or when no future economic<br />
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the<br />
asset (calculated as the difference between the net disposal proceeds and the carrying amount of<br />
the asset) is included in the statement of income in the year the asset is derecognized.<br />
The carrying values of property and equipment are reviewed for impairment when events or<br />
changes in circumstances indicate the carrying value may not be recoverable. If any such<br />
indication exists and where the carrying values exceed the estimated recoverable amount, the asset<br />
or cash-generating units are written down to their recoverable amount (see policy on Impairment<br />
of Nonfinancial Assets).<br />
The asset’s residual values, useful lives and methods of depreciation are reviewed, and adjusted if<br />
appropriate, at each financial year-end to ensure that these are consistent with the expected pattern<br />
of economic benefits from the items of property and equipment.<br />
Investment Properties<br />
Investment properties are measured initially at cost, including transaction costs. An investment<br />
property acquired through an exchange transaction is measured at fair value of the asset acquired<br />
unless the fair value of such an asset cannot be measured in which case the investment property<br />
acquired is measured at the carrying amount of asset given up. Foreclosed properties are<br />
classified under investment properties from foreclosure date. Expenditures incurred after the<br />
investment properties have been put into operations, such as repairs and maintenance costs, are<br />
normally charged to income in the period in which the costs are incurred.<br />
Subsequent to initial recognition, investment properties are carried at cost less accumulated<br />
depreciation and impairment in value except for land which is stated at cost less impairment in<br />
value. Depreciation is calculated on a straight-line basis using the remaining useful lives from the<br />
time of acquisition of the investment properties.<br />
The estimated useful lives of the depreciable assets are as follows:<br />
Building and Condominium Units<br />
10-40 years<br />
Investment properties are derecognized when they have either been disposed of or when the<br />
investment property is permanently withdrawn from use and no future benefit is expected from its<br />
disposal. Any gains or losses on the retirement or disposal of an investment property are<br />
recognized in the statement of income in ‘Gain (loss) on sale of investment properties’ in the year<br />
of retirement or disposal.<br />
Transfers are made to investment properties when, and only when, there is a change in use<br />
evidenced by ending of owner occupation, commencement of an operating lease to another party<br />
or ending of construction or development. Transfers are made from investment properties when,<br />
and only when, there is a change in use evidenced by commencement of owner occupation or<br />
commencement of development with a view to sale.
- 14 -<br />
Chattel Mortgage Properties<br />
Chattel mortgage properties comprise of repossessed vehicles. Chattel mortgage properties are<br />
stated at cost less accumulated depreciation and impairment in value. Depreciation is calculated<br />
on a straight-line basis using the remaining useful lives from the time of acquisition of the<br />
vehicles. The useful lives of chattel mortgage properties are estimated to be 5 years.<br />
Intangible Assets<br />
Intangible assets acquired separately are measured on initial recognition at cost. The cost of<br />
intangible assets acquired in a business combination is its fair value as at the date of acquisition.<br />
Following initial recognition, intangible assets are carried at cost less any accumulated<br />
amortization and any accumulated impairment losses. Internally generated intangible assets,<br />
excluding capitalized development costs, are not capitalized and expenditure is reflected in the<br />
statement of income in the year in which the expenditure is incurred.<br />
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets<br />
with finite lives are amortized over the useful economic life and assessed for impairment<br />
whenever there is an indication that the intangible assets may be impaired. The amortization<br />
period and the amortization method for an intangible asset with a finite useful life are reviewed at<br />
least at each financial year-end. Changes in the expected useful life or the expected pattern of<br />
consumption of future economic benefits embodied in the asset is accounted for by changing the<br />
amortization period or method, as appropriate, and treated as changes in accounting estimates.<br />
The amortization expense on intangible assets with finite lives is recognized in the statement of<br />
income in the expense category consistent with the function of the intangible asset.<br />
Intangible assets with indefinite useful lives are tested for impairment annually either individually<br />
or at the cash generating unit level. Such intangibles are not amortized. The useful life of an<br />
intangible asset with an indefinite life is reviewed annually to determine whether indefinite life<br />
assessment continues to be supportable. If not, the change in the useful life assessment from<br />
indefinite to finite is made on a prospective basis.<br />
Gains or losses arising from the derecognition of an intangible asset are measured as the difference<br />
between the net disposal proceeds and the carrying amount of the asset and are recognized in the<br />
statement of income when the asset is derecognized.<br />
License fees<br />
License fees arose from acquisition of branches from a local bank. License fees have indefinite<br />
useful lives and are tested for impairment on an annual basis.<br />
Software costs<br />
Software costs are carried at cost less accumulated amortization and any impairment in value.<br />
Given the history of rapid changes in technology, computer software are susceptible to<br />
technological obsolescence. Therefore, it is likely that their useful life is short. Software costs are<br />
amortized on a straight-line basis over 5 years but maybe shorter depending on the period over<br />
which the Bank expects to use the asset.<br />
Impairment of Nonfinancial Assets<br />
Property and equipment, investment and chattel mortgage properties<br />
At each statement of condition date, the Bank assesses whether there is any indication that its<br />
nonfinancial assets may be impaired. When an indicator of impairment exists or when an annual<br />
impairment testing for an asset is required, the Bank makes a formal estimate of the recoverable<br />
amount. Recoverable amount is the higher of an asset’s (or cash-generating unit’s) fair value less<br />
costs to sell and its value in use and is determined for an individual asset, unless the asset does not
- <strong>15</strong> -<br />
generate cash inflows that are largely independent of those from other assets or groups of assets, in<br />
which case the recoverable amount is assessed as part of the cash generating unit to which it<br />
belongs. Where the carrying amount of an asset (or cash generating unit) exceeds its recoverable<br />
amount, the asset (or cash generating unit) is considered impaired and is written down to its<br />
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to<br />
their present value using a pre-tax discount rate that reflects current market assessments of the<br />
time value of money and the risks specific to the asset (or cash generating unit).<br />
An impairment loss is charged to operation in the year in which it arises.<br />
An assessment is made at each statement of condition date as to whether there is any indication<br />
that previously recognized impairment losses may no longer exist or may have decreased. If such<br />
indication exists, the recoverable amount is estimated. A previously recognized impairment loss is<br />
reversed only if there has been a change in the estimates used to determine the asset’s recoverable<br />
amount since the last impairment loss was recognized. If that is the case, the carrying amount of<br />
the asset is increased to its recoverable amount. That increased amount cannot exceed the<br />
carrying amount that would have been determined, net of depreciation, had no impairment loss<br />
been recognized for the asset in prior years. Such reversal is recognized in the statement of<br />
income unless the asset is carried at a revalued amount, in which case the reversal is treated as a<br />
revaluation increase. After such a reversal, the depreciation expense is adjusted in future years to<br />
allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its<br />
remaining life.<br />
Goodwill<br />
Goodwill is reviewed for impairment, annually or more frequently if events or changes in<br />
circumstances indicate that the carrying value may be impaired.<br />
Impairment is determined for goodwill by assessing the recoverable amount of the cash generating<br />
unit (or group of cash generating units) to which the goodwill relates. Where the recoverable<br />
amount of the cash generating unit (or group of cash generating units) is less than the carrying<br />
amount of the cash generating unit (or group of cash generating units) to which goodwill has been<br />
allocated, an impairment loss is recognized immediately in the statement of income. Impairment<br />
losses relating to goodwill cannot be reversed for subsequent increases in its recoverable amount<br />
in future periods. The Bank performs its annual impairment test of goodwill at the statement of<br />
condition date.<br />
Intangible assets<br />
Intangible assets with indefinite useful lives are tested for impairment annually at the statement of<br />
condition date either individually or at the cash generating unit level, as appropriate.<br />
Intangible assets with finite lives are assessed for impairment whenever there is an indication that<br />
the intangible asset may be impaired.<br />
Investment in an associate and a joint venture<br />
After application of the equity method, the Bank determines whether it is necessary to recognize<br />
an impairment loss on the Bank’s investment in an associate and a joint venture. The Bank<br />
determines at each statement of condition date whether there is any objective evidence that the<br />
investment in an associate and a joint venture are impaired. If this is the case, the Bank calculates<br />
the amount of impairment as being the difference between the fair value of the associate and joint<br />
venture and the carrying amount and recognizes the amount in the statement of income.
- 16 -<br />
Leases<br />
The determination of whether an arrangement is, or contains a lease is based on the substance of<br />
the arrangement at inception date of whether the fulfillment of the arrangement is dependent on<br />
the use of a specific asset or assets or the arrangement conveys a right to use the asset. A<br />
reassessment is made after inception of the lease only if one of the following applies:<br />
(a) there is a change in contractual terms, other than a renewal or extension of the arrangement;<br />
(b) a renewal option is exercised or extension granted, unless that term of the renewal or<br />
extension was initially included in the lease term;<br />
(c) there is a change in the determination of whether fulfillment is dependent on a specified asset;<br />
or<br />
(d) there is a substantial change to the asset.<br />
Where a reassessment is made, lease accounting shall commence or cease from the date when the<br />
change in circumstances gives rise to the reassessment for scenarios (a), (c) or (d) above, and at<br />
the date of renewal or extension period for scenario (b).<br />
Bank as a lessee<br />
Finance leases, which transfer to the Bank substantially all the risks and benefits incidental to<br />
ownership of the leased item, are capitalized at the inception of the lease at the fair value of the<br />
leased property or, if lower, at the present value of the minimum lease payments. Lease payments<br />
are apportioned between the finance charges and reduction of the lease liability so as to achieve a<br />
constant rate of interest on the remaining balance of the liability. Finance charges are reflected in<br />
the statement of income under ‘Interest expense’.<br />
Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset<br />
and the lease term, if there is no reasonable certainty that the Bank will obtain ownership by the<br />
end of the lease term.<br />
Leases where the lessor retains substantially all the risk and benefits of ownership of the assets are<br />
classified as operating leases. Operating lease payments are recognized as an expense in the<br />
statement of income on a straight-line basis over the lease term.<br />
Bank as a lessor<br />
Leases where the Bank does not transfer substantially all the risks and benefits of ownership of the<br />
asset are classified as operating leases. Initial direct costs incurred in negotiating an operating<br />
lease are added to the carrying amount of the leased asset and recognized over the lease term on<br />
the same basis as rental income. Contingent rents are recognized as income in the period in which<br />
they are earned.<br />
Retirement Cost<br />
The Bank has a funded, noncontributory defined benefit retirement plan, administered by trustees,<br />
covering their permanent employees.<br />
The retirement cost of the Bank is determined using the projected unit credit method. Under this<br />
method, the current service cost is the present value of retirement benefits payable in the future<br />
with respect to services rendered in the current period.<br />
The liability recognized in the statement of condition in respect of defined benefit pension plan is<br />
the present value of the defined benefit obligation at the statement of condition date less the fair<br />
value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past<br />
service costs. The defined benefit obligation is calculated annually by an independent actuary<br />
using the projected unit credit method. The present value of the defined benefit obligation is<br />
determined by discounting the estimated future cash outflows using interest rate on government
- 17 -<br />
bonds that have terms to maturity approximating the terms of the related retirement liability.<br />
Actuarial gains and losses arising from experience adjustments and changes in actuarial<br />
assumptions are credited to or charged against income when the net cumulative unrecognized<br />
actuarial gains and losses at the end of the previous period exceeded 10% of the higher of the<br />
defined benefit obligation and the fair value of plan assets at that date. These excess gains or<br />
losses are recognized over the expected average remaining working lives of the employees<br />
participating in the plan.<br />
Past-service costs, if any, are recognized immediately in income, unless the changes to the pension<br />
plan are conditional on the employees remaining in service for a specified period of time (the<br />
vesting period). In this case, the past-service costs are amortized on a straight-line basis over the<br />
vesting period.<br />
The defined benefit asset or liability comprises the present value of the defined benefit obligation<br />
less past service costs not yet recognized and less the fair value of plan assets out of which the<br />
obligations are to be settled directly. The value of any asset is restricted to the sum of any past<br />
service cost not yet recognized and the present value of any economic benefits available in the<br />
form of refunds from the plan or reductions in the future contributions to the plan.<br />
Provisions<br />
Provisions are recognized when the Bank has a present obligation (legal or constructive) as a<br />
result of a past event and it is probable that an outflow of resources embodying economic benefits<br />
will be required to settle the obligation and a reliable estimate can be made of the amount of the<br />
obligation. Where the Bank expects some or all of a provision to be reimbursed, for example,<br />
under an insurance contract, the reimbursement is recognized as a separate asset but only when the<br />
reimbursement is virtually certain. The expense relating to any provision is presented in the<br />
statement of income, net of any reimbursement. If the effect of the time value of money is<br />
material, provisions are determined by discounting the expected future cash flows at a pre-tax rate<br />
that reflects current market assessments of the time value of money and, where appropriate, the<br />
risks specific to the liability. Where discounting is used, the increase in the provision due to the<br />
passage of time is recognized as ‘Interest expense’.<br />
Contingent Liabilities and Contingent Assets<br />
Contingent liabilities are not recognized in the financial statements but are disclosed unless the<br />
possibility of an outflow of resources embodying economic benefits is remote. Contingent assets<br />
are not recognized but are disclosed in the financial statements when an inflow of economic<br />
benefits is probable.<br />
Debt Issue Costs<br />
Issuance, underwriting and other related expenses incurred in connection with the issuance of debt<br />
instruments are deferred and amortized over the terms of the instruments using the EIR method.<br />
Unamortized debt issuance costs are netted against the carrying amount of the debt instrument in<br />
the statement of condition.<br />
Income Taxes<br />
Income tax on profit or loss for the year comprises current and deferred tax. Income tax is<br />
determined in accordance with Philippine tax law. Income tax is recognized in the statement of<br />
income, except to the extent that it relates to other comprehensive income items recognized<br />
directly in the statement of comprehensive income.<br />
Current income tax<br />
Current income tax is the expected tax payable on the taxable income for the period, using the tax<br />
rates enacted at the statement of condition date, together with adjustments to tax payable in respect<br />
to prior years.
- 18 -<br />
Deferred income tax<br />
Deferred tax is provided, using the balance sheet liability method, on all temporary differences at<br />
the statement of condition date between the tax bases of assets and liabilities and their carrying<br />
amounts for financial reporting purposes.<br />
Deferred tax liabilities are recognized for all taxable temporary differences, including asset<br />
revaluation. Deferred tax assets are recognized for all deductible temporary differences and<br />
carryforward of unused tax losses and tax credits from excess minimum corporate income tax<br />
(MCIT) over the regular corporate income tax (RCIT), to the extent that it is probable that taxable<br />
profit will be available against which the deductible temporary differences and carryforward of<br />
unused tax losses and MCIT can be utilized.<br />
The carrying amount of deferred tax assets is reviewed at each statement of condition date and<br />
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to<br />
allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are<br />
reassessed at each statement of condition date and are recognized to the extent that it has become<br />
probable that future taxable profits will allow the deferred tax asset to be recovered.<br />
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set<br />
off current tax assets against current tax liabilities and deferred taxes related to the same taxable<br />
entity and the same taxation authority.<br />
Deferred tax assets and liabilities are measured at the tax rates that are applicable to the period<br />
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been<br />
enacted or substantively enacted at the statement of condition date.<br />
Current tax and deferred tax relating to items recognized directly in OCI is also recognized in<br />
equity and not in the statement of income.<br />
Earnings Per Share<br />
Basic earnings per share (EPS) is computed by dividing net income for the year by the weighted<br />
average number of common shares issued and outstanding during the year, after giving retroactive<br />
effect to stock dividends declared, stock rights exercised and stock splits, if any, declared during<br />
the year. As of December 31, 2010 and 2009, there were no potential common shares with<br />
dilutive effect on the basic EPS of the Bank.<br />
Dividends on Common Shares<br />
Dividends on common shares are recognized as a liability and deducted from equity when<br />
approved by the BOD of the Bank and the BSP. Dividends for the year that are approved after the<br />
statement of condition date are dealt with as an event after the statement of condition date.<br />
Subsequent Events<br />
Post year-end events that provide additional information about the Bank’s position at the statement<br />
of condition date (adjusting events) are reflected in the financial statements.<br />
Post year-end events that are not adjusting events are disclosed in the notes to the financial<br />
statements when material.
- 19 -<br />
Segment Reporting<br />
The Bank’s operating businesses are organized and managed separately according to the nature of<br />
the products and services provided, with each segment representing a strategic business unit that<br />
offers different products and serves different markets. Financial information on business<br />
segments is presented in Note 6. The Bank’s assets generating revenues are all located in the<br />
Philippines (i.e., one geographical location). Therefore, geographical segment information is no<br />
longer presented.<br />
Fiduciary Activities<br />
Assets and income arising from fiduciary activities together with related undertakings to return<br />
such assets to customers are excluded from the financial statements where the Bank acts in a<br />
fiduciary capacity such as nominee, trustee or agent.<br />
Standards Issued but not yet Effective<br />
Standards issued but not yet effective up to the date of issuance of the Bank’s financial statements<br />
are listed below. This listing is of standards and interpretations issued, which the Bank reasonably<br />
expects to be applicable at a future date. The Bank intends to adopt those standards when they<br />
become effective. Except as otherwise indicated, the Bank does not expect the adoption of these<br />
amended PFRS and Philippine Interpretation to have significant impact on its financial statement.<br />
PAS 12, Income Taxes (Amendment) - Deferred Tax: Recovery of Underlying Assets<br />
The amended standard is effective for annual periods beginning on or after January 1, 2012. The<br />
amendment provides a practical solution to the problem of assessing whether recovery of an asset<br />
will be through use or sale. It introduces a presumption that recovery of the carrying amount of an<br />
asset will, normally, be through sale.<br />
PAS 24 (Amended), Related Party Disclosures<br />
The amended standard is effective for annual periods beginning on or after January 1, <strong>2011</strong>. It<br />
clarified the definition of a related party to simplify the identification of such relationships and to<br />
eliminate inconsistencies in its application. The revised standard introduces a partial exemption of<br />
disclosure requirements for government-related entities. Early adoption is permitted for either the<br />
partial exemption for government-related entities or for the entire standard.<br />
PAS 32, Financial Instruments: Presentation (Amendment) - Classification of Rights Issues<br />
The amendment to PAS 32 is effective for annual periods beginning on or after February 1, 2010<br />
and amended the definition of a financial liability in order to classify rights issues (and certain<br />
options or warrants) as equity instruments in cases where such rights are given pro rata to all of<br />
the existing owners of the same class of an entity’s non-derivative equity instruments, or to<br />
acquire a fixed number of the entity’s own equity instruments for a fixed amount in any currency.<br />
PFRS 7, Financial Instruments: Disclosures (Amendments) - Disclosures-Transfers of Financial<br />
Assets<br />
The amendments of PFRS 7 are effective for annual periods beginning on or after July 1, <strong>2011</strong>.<br />
The amendments will allow users of financial statements to improve their understanding of<br />
transfer transactions of financial assets (for example, securitizations), including understanding the<br />
possible effects of any risks that may remain with the entity that transferred the assets. The<br />
amendments also require additional disclosures if a disproportionate amount of transfer<br />
transactions are undertaken around the end of a reporting period.
- 20 -<br />
PFRS 9, Financial Instruments: Classification and Measurement<br />
PFRS 9, as issued in 2010, reflects the first phase of the work on the replacement of PAS 39 and<br />
applies to classification and measurement of financial assets and financial liabilities as defined in<br />
PAS 39. The standard is effective for annual periods beginning on or after January 1, 2013. In<br />
subsequent phases, hedge accounting and derecognition will be addressed. The completion of this<br />
project is expected in early <strong>2011</strong>. The adoption of the first phase of PFRS 9 will have an effect on<br />
the classification and measurement of the Bank’s financial assets. The Bank will quantify the<br />
effect in conjunction with the other phases, when issued, to present a comprehensive picture of<br />
impact of adoption on the financial position or performance of the Bank.<br />
Philippine Interpretation IFRIC-14 (Amendment) - Prepayments of a Minimum Funding<br />
Requirement<br />
The amendment to Philippine Interpretation IFRIC-14 is effective for annual periods beginning on<br />
or after January 1, <strong>2011</strong>, with retrospective application. The amendment provides guidance on<br />
assessing the recoverable amount of a net pension asset. The amendment permits an entity to treat<br />
the prepayment of a minimum funding requirement as an asset.<br />
Philippine Interpretation IFRIC-<strong>15</strong>, Agreement for Construction of Real Estate<br />
This Interpretation, effective for annual periods beginning on or after January 1, 2012, covers<br />
accounting for revenue and associated expenses by entities that undertake the construction of real<br />
estate directly or through subcontractors. The Interpretation requires that revenue on construction<br />
of real estate be recognized only upon completion, except when such contract qualifies as<br />
construction contract to be accounted for under PAS 11, Construction Contracts, or involves<br />
rendering of services in which case revenue is recognized based on stage of completion. Contracts<br />
involving provision of services with the construction materials and where the risks and reward of<br />
ownership are transferred to the buyer on a continuous basis will also be accounted for based on<br />
stage of completion.<br />
Philippine Interpretation IFRIC-19, Extinguishing Financial Liabilities with Equity Instruments<br />
This Interpretation is effective for annual periods beginning on or after July 1, 2010. The<br />
interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability<br />
qualify as consideration paid. The equity instruments issued are measured at their fair value. In<br />
case that this cannot be reliably measured, the instruments are measured at the fair value of the<br />
liability extinguished. Any gain or loss is recognized immediately in profit or loss.<br />
Improvements to PFRSs 2010<br />
Improvements to IFRSs are an omnibus of amendments to PFRSs. The amendments have not been<br />
adopted as they become effective for annual periods on or after either July 1, 2010 or January 1,<br />
<strong>2011</strong>. The Bank, however, expects no impact from the adoption of the following amendments on<br />
its financial position or performance:<br />
• PFRS 3, Business Combinations<br />
• PFRS 7, Financial Instruments: Disclosures<br />
• PAS 1, Presentation of Financial Statements<br />
• PAS 27, Consolidated and Separate Financial Statements<br />
• Philippine Interpretation IFRIC-13, Customer Loyalty Programmes
- 21 -<br />
3. Significant Accounting Judgments and Estimates<br />
The preparation of the financial statements in accordance with PFRS requires the Bank to make<br />
judgments and estimates that affect the reported amounts of assets, liabilities, income and<br />
expenses and disclosure of contingent assets and contingent liabilities. Future events may occur<br />
which will cause the judgments and assumptions used in arriving at the estimates to change. The<br />
effects of any change in judgments and estimates are reflected in the financial statements as they<br />
become reasonably determinable.<br />
Judgments and estimates are continually evaluated and are based on historical experience and<br />
other factors, including expectations of future events that are believed to be reasonable under the<br />
circumstances.<br />
Judgments<br />
(a) Operating leases<br />
Bank as lessor<br />
The Bank has entered into on its properties. The Bank has determined based on an evaluation<br />
of the terms and conditions of the arrangements (i.e., the lease does not transfer ownership of<br />
the asset to the lessee by the end of the lease term, the lessee has no option to purchase the<br />
asset at a price that is expected to be sufficiently lower than the fair value at the date the<br />
option is exercisable and the lease term is not for the major part of the asset’s economic life),<br />
that it retains all the significant risks and rewards of ownership of these properties which are<br />
leased out on operating leases.<br />
Bank as lessee<br />
The Bank has entered into leases on premises it uses for its operations. The Bank has<br />
determined, based on the evaluation of the terms and condition of the lease agreement, that all<br />
significant risks and rewards of ownership of the properties it leases on operating lease are not<br />
transferable to the Bank.<br />
(b) Fair value of financial instruments<br />
Where the fair values of financial assets and financial liabilities recorded on the statement of<br />
condition cannot be derived from active markets, they are determined using a variety of<br />
valuation techniques that include the use of mathematical models. The input to these models<br />
is taken from observable markets where possible, but where this is not feasible, a degree of<br />
judgment is required in establishing fair values. These estimates may include consideration of<br />
liquidity, volatility and correlation.<br />
(c) HTM investments<br />
The classification to HTM investment requires significant judgment. In making this<br />
judgment, the Bank evaluates its intention and ability to hold such investments to maturity. If<br />
the Bank fails to keep these investments to maturity other than in certain specific<br />
circumstances - for example, selling an insignificant amount close to maturity - it will be<br />
required to reclassify the entire portfolio to AFS investments. The investments would<br />
therefore be measured at fair value and not at amortized cost.<br />
As of December 31, 2010 and 2009, the fair market value of HTM investments amounted to<br />
P=10.4 billion and P=5.1 billion, respectively (see Note 4). The carrying value of HTM<br />
investments amounted to P=9.2 billion and P=4.8 billion as of December 31, 2010 and 2009,<br />
respectively (see Note 8).
- 22 -<br />
(d) Financial assets not quoted in an active market<br />
The Bank classifies financial assets by evaluating, among others, whether the asset is quoted<br />
or not in an active market. Included in the evaluation on whether a financial asset is quoted in<br />
an active market is the determination on whether quoted prices are readily and regularly<br />
available, and whether those prices represent actual and regularly occurring market<br />
transactions on an arm’s length basis.<br />
(e) Functional currency<br />
PAS 21 requires management to use its judgment to determine the entity’s functional currency<br />
such that it most faithfully represents the economic effects of the underlying transactions,<br />
events and conditions that are relevant to the entity. In making this judgment, the Bank<br />
considers the following:<br />
a) the currency that mainly influences sales prices for financial instruments and services (this<br />
will often be the currency in which sales prices for its financial instruments and services<br />
are denominated and settled);<br />
b) the currency in which funds from financing activities are generated; and<br />
c) the currency in which receipts from operating activities are usually retained.<br />
Estimates<br />
(a) Credit losses on loans and receivables<br />
The Bank reviews its loans and receivables at each statement of condition date to assess<br />
whether an impairment loss should be recorded in the statement of income. In particular, the<br />
management estimates the amount and timing of future cash flows based on a number of<br />
factors and calculates the impairment loss. Actual results may differ, at which event, the Bank<br />
adjusts the impairment loss and ensures that allowance for it remains adequate.<br />
In addition to specific allowance against individually significant loans and receivables, the<br />
Bank also makes a collective impairment allowance against exposures which, although not<br />
specifically identified as requiring a specific allowance, have a greater risk of default than<br />
when originally granted. This collective allowance is based on any deterioration in the<br />
internal rating of the loan or investment since it was granted or acquired. This collective<br />
allowance is based on changes in factors that are indicative of incurred losses, such as<br />
deterioration in payment status and underlying property prices, among others.<br />
As of December 31, 2010 and 2009, the allowance for credit losses on loans and receivables<br />
amounted to P=4.5 billion and P=3.9 billion, respectively (see Note <strong>15</strong>). Loans and receivables<br />
are carried at P=53.2 billion and P=47.3 billion as of December 31, 2010 and 2009, respectively<br />
(see Note 9).<br />
(b) Valuation of unquoted AFS equity investments<br />
The Group’s investments in equity securities that do not have quoted market price in an active<br />
market and whose fair value cannot be reliably measured are carried at cost.<br />
As of December 31, 2010 and 2009, carrying amounts of unquoted equity securities amounted<br />
to P=1.4 million as of December 31, 2010 and 2009 (see Note 8).<br />
(c) Impairment of quoted AFS equity investments<br />
The Bank treats AFS equity investments as impaired when there has been a significant or<br />
prolonged decline in the fair value below its cost or where other objective evidence of<br />
impairment exists. The determination of what is ‘significant’ or ‘prolonged’ requires<br />
judgment. The Bank treats ‘significant’ generally as 20% or more of the original cost of the<br />
investment, and ‘prolonged’, greater than 6 months. In addition, the Bank evaluates other<br />
factors, including normal volatility in share price for quoted equities.
- 23 -<br />
As of December 31, 2010 and 2009, the allowance for impairment losses on quoted AFS<br />
equity investments amounted to P=2.2 million. Quoted AFS equity investments are carried at<br />
P=3.0 million as of December 31, 2010 and 2009 (see Note 8).<br />
(d) Impairment of nonfinancial assets<br />
Property and equipment, chattel mortgage properties, and intangible assets<br />
The Bank assesses impairment on assets whenever events or changes in circumstances<br />
indicate that the carrying amount of an asset may not be recoverable. The factors that the<br />
Bank considers important which could trigger an impairment review include the following:<br />
• significant underperformance relative to expected historical or projected future operating<br />
results;<br />
• significant changes in the manner of use of the acquired assets or the strategy for overall<br />
business; and<br />
• significant negative industry or economic trends.<br />
The Bank recognizes an impairment loss whenever the carrying amount of an asset exceeds<br />
its recoverable amount. The recoverable amount is computed using the fair value less costs to<br />
sell for property and equipment, investment properties and chattel mortgage properties.<br />
Recoverable amounts are estimated for individual assets or, if it is not possible, for the cashgenerating<br />
unit to which the asset belongs. As of December 31, 2010 and 2009, there were no<br />
main events and circumstances that led to the recognition of impairment losses for<br />
individually significant investment properties.<br />
As of December 31, 2010, the carrying values of property and equipment, investment<br />
properties, intangible assets and chattel mortgage properties amounted to P=2.1 billion,<br />
P=2.8 billion, P=187.1 million and P=233.5 million, respectively. As of December 31, 2009, the<br />
carrying values of property and equipment, investment properties, intangible assets and chattel<br />
mortgage properties amounted to P=2.0 billion, P=2.6 billion, P=143.9 million and P=180.4 million,<br />
respectively (see Notes 11, 12, 13 and 14).<br />
Investments in an associate and a joint venture<br />
The Bank assesses impairment on its investments in an associate and a joint venture whenever<br />
events or changes in circumstances indicate that the carrying amount of an asset may not be<br />
recoverable. Among others, the factors that the Bank considers important which could trigger<br />
an impairment review on its investments in an associate and a joint venture include the<br />
following:<br />
• Deteriorating or poor financial condition;<br />
• Recurring net losses; and<br />
• Significant changes (i.e. technological, market, economic, or legal environment in which<br />
the subsidiary or associate operates) with an adverse effect on the subsidiary or associate<br />
have taken place during the period, or will take place in the near future.<br />
An impairment loss is recognized whenever the carrying amount of an asset exceeds its<br />
recoverable amount. The recoverable amount is determined based on the asset’s value in use.<br />
As of December 31, 2010 and 2009, the carrying values of the Bank’s investments in an<br />
associate and a joint venture amounted to P=829.9 billion and P=788.3 million, respectively<br />
(see Note 10).<br />
Goodwill<br />
The Bank’s management conducts an annual review for any impairment in value of the<br />
goodwill. Goodwill is written down for impairment where the net present value of the<br />
forecasted future cash flows from the business is insufficient to support its carrying value.
- 24 -<br />
The Bank used its weighted average cost of capital in discounting the expected cash flows<br />
from specific cash generating units.<br />
Future cash flows from the business are estimated based on the theoretical annual income of<br />
the cash generating units. Average growth rate was derived from the average increase in<br />
annual income during the last 5 years.<br />
The recoverable amount of the cash generating unit has been determined based on a value-inuse<br />
calculation using cash flow projections from financial budgets approved by senior<br />
management covering a five-year period. The pre-tax discount rate applied to cash flow<br />
projections is 12.00%.<br />
Key assumptions in value-in-use calculation of cash generating units are most sensitive to the<br />
following assumptions: a.) interest margin; b.) discount rates; and c.) projected growth rates<br />
used to extrapolate cash flows beyond the budget period.<br />
As of December 31, 2010 and 2009, the Bank’s goodwill amounted to P=53.6 million<br />
(see Note 13).<br />
(e) Fair value of investment properties<br />
The fair values of the Bank’s investment properties have been derived on the basis of recent<br />
sales of similar properties in the same areas as the investment properties and taking into<br />
account the economic conditions prevailing at the time the valuations were made.<br />
(f) Present value of retirement obligation<br />
The cost of defined benefit pension plan and other post employment benefits is determined<br />
using actuarial valuation. The actuarial valuation involves making assumptions about<br />
discount rates, expected rates of return on plan assets, future salary increases, mortality rates<br />
and future pension increases. Due to the long term nature of this plan, such estimates are<br />
subject to significant uncertainty.<br />
The expected rate of return on plan assets of 8.44% and 6.00% as of January 1, 2010 and<br />
2009, respectively, was based on market prices prevailing on the date of valuation, applicable<br />
to the period over which the obligation is to be settled. The assumed discount rates were<br />
determined using the market yields on Philippine government bonds with terms consistent<br />
with the expected employee benefit payout as of statement of condition dates. Refer to Note<br />
24 for the details of assumptions used in the actuarial valuation.<br />
As of December 31, 2010 and 2009, the present value of the retirement obligation of the Bank<br />
amounted to P=647.0 million and P=512.3 million, respectively (see Note 24).<br />
(g) Recognition of deferred income taxes<br />
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that<br />
taxable profit will be available against which the losses can be utilized. Significant<br />
management judgment is required to determine the amount of deferred tax assets that can be<br />
recognized, based upon the likely timing and level of future taxable profits together with<br />
future tax planning strategies.<br />
Estimates of future taxable income indicate that temporary differences will be realized in the<br />
future. As discussed in Note 27, net recognized deferred tax assets as of December 31, 2010<br />
and 2009 amounted to P=705.4 million and P=1.3 billion, respectively.
- 25 -<br />
(h) Contingent liabilities<br />
The Bank is a defendant in legal actions arising from normal business activities. Management<br />
believes that the ultimate liability, if any, resulting from these cases will not have a material<br />
effect on the Bank’s financial statements (see Note 31).<br />
(f) Estimated useful lives of property and equipment, investment properties and software cost<br />
The Bank estimates the useful lives of its property and equipment, investment properties and<br />
software cost. This estimate is reviewed periodically to ensure that the period of depreciation<br />
and amortization are consistent with the expected pattern of economic benefits from the items<br />
of property and equipment and investment properties.<br />
As of December 31, 2010, carrying value of depreciable property and equipment and<br />
investment properties amounted to P=1.9 billion and P=1.2 billion, respectively. As of<br />
December 31, 2009, carrying value of depreciable property and equipment and investment<br />
properties amounted to P=1.8 billion and P=1.1 billion, respectively (see Note 11 and 12). As of<br />
December 31, 2010 and 2009, carrying value of software costs amounted to P=163.0 million<br />
and P=120.8 million, respectively (see Note 13).<br />
4. Fair Value Measurement<br />
The following describes the methodologies and assumptions used to determine the fair values of<br />
financial instruments:<br />
Cash and other cash items, due from BSP, due from other banks, interbank loans receivable and<br />
SPURA, accounts receivable, accrued interest receivables, bills purchased, returned checks and<br />
other cash items (RCOCI), shortages, and petty cash fund - Carrying amounts approximate fair<br />
values due to the relatively short-term maturities of these assets.<br />
Debt investments - Fair values are generally based on quoted market prices. If the market prices<br />
are not readily available, fair values are estimated using either values obtained from independent<br />
parties offering pricing services or adjusted quoted market prices of comparable investments or<br />
using the discounted cash flow methodology using rates currently available for debt on similar<br />
terms, credit risk and remaining maturities.<br />
Quoted AFS equity investments - Fair values are based on quoted prices published in markets.<br />
Unquoted AFS equity investments - Fair values could not be reliably determined due to the<br />
unpredictable nature of future cash flows and the lack of suitable methods of arriving at a reliable<br />
fair value. Hence, these investments are carried at cost less allowance for impairment losses.<br />
Currently, there is no available market to sell these unquoted AFS equity investments. The Bank<br />
will hold unto the investment until management decides to sell them when there will be offers to<br />
buy out such investments on the appearance of an available market where the investments can be<br />
sold.<br />
Receivable from customers and other receivables except accounts receivable, Accrued interest<br />
receivable, Bills purchased and Security deposits - Fair values of loans are estimated using the<br />
discounted cash flow methodology, using the Bank’s current incremental lending rates for similar<br />
types of loans.<br />
Subordinated notes and Time deposit - Fair values are estimated using the discounted cash flow<br />
methodology using the Bank’s current incremental borrowing rates for similar borrowings with<br />
maturities consistent with those remaining for the liability being valued.
- 26 -<br />
Demand deposits, savings deposits, treasurer’s, cashier’s and manager’s checks, accrued interest<br />
payable, accounts payable, bills purchased-contra, other credits, dividends payable, due to<br />
Treasurer of the Philippines, due to BSP, and deposits for keys-SDB - Carrying amounts<br />
approximate fair values due to either the demand nature or the relatively short-term maturities of<br />
these liabilities.<br />
Set out below is a comparison by class of carrying amounts and fair values of financial<br />
instruments that are carried in the financial statements (in thousands):<br />
2010 2009<br />
Carrying Value Fair Value Carrying Value Fair Value<br />
Financial Assets<br />
Loans and receivables<br />
Cash and other cash items P=3,163,940 P=3,163,940 P=2,632,885 P=2,632,885<br />
Due from BSP 2,899,592 2,899,592 4,937,990 4,937,990<br />
Due from other banks 7,520,836 7,520,836 1,528,848 1,528,848<br />
Interbank loans receivable and SPURA 3,586,560 3,586,560 5,900,000 5,900,000<br />
Receivable from customers:<br />
Consumption loans 22,038,472 24,453,677 17,225,020 13,567,880<br />
Real estate loans 17,340,010 17,414,597 <strong>15</strong>,595,543 10,176,751<br />
Commercial loans 8,942,653 9,211,419 8,816,419 7,096,661<br />
Personal loans 3,147,757 4,947,987 3,191,161 3,624,792<br />
Bills discounted 11,792 10,913 12,897 12,305<br />
Other receivables:<br />
Accrued interest receivable 617,452 617,452 1,002,095 1,002,095<br />
Sales contract receivable 612,086 590,946 636,924 402,252<br />
Unquoted debt securities 400,000 446,065 400,000 435,803<br />
Accounts receivable 44,383 44,383 299,479 299,479<br />
Bills purchased 53,030 53,030 128,699 128,699<br />
Other assets (Note 14):<br />
(Forward)
- 27 -<br />
2010 2009<br />
Carrying Value Fair Value Carrying Value Fair Value<br />
Others<br />
Security deposits P=76,325 P=69,701 P=69,064 P=53,497<br />
RCOCI 27,842 27,842 46,062 46,062<br />
Petty cash fund 300 300 384 384<br />
Shortages 86 86 402 402<br />
FVPL investments<br />
HFT - Government securities 797,427 797,427 173,265 173,265<br />
Derivatives - Republic of the Philippines (ROP)<br />
warrants 70,889 70,889 74,778 74,778<br />
AFS investments<br />
Government debt securities 16,195,916 16,195,916 18,256,949 18,256,949<br />
Quoted equity securities 3,005 3,005 3,005 3,005<br />
Unquoted equity securities 1,418 1,418 1,418 1,418<br />
HTM investments<br />
Treasury notes 5,570,500 6,484,348 1,643,756 1,723,631<br />
Government bonds 3,592,085 3,921,087 3,129,095 3,353,275<br />
Total assets P=96,714,356 P=102,533,416 P=85,706,138 P=75,433,106<br />
Financial Liabilities<br />
Other liabilities at amortized cost<br />
Deposit liabilities:<br />
Demand P=7,170,222 P=7,170,222 P=8,188,088 P=8,188,088<br />
Savings 10,147,794 10,147,794 9,403,399 9,403,399<br />
Time 70,200,793 71,142,589 59,798,724 61,327,885<br />
Subordinated notes 1,977,141 2,039,082 1,973,882 2,171,165<br />
Treasurer’s, cashier’s and manager’s checks 649,434 649,434 505,738 505,738<br />
Accrued interest payable 200,097 200,097 189,492 189,492<br />
Accrued expense payable 752,779 752,779 620,027 620,027<br />
Other liabilities (Note 19):<br />
Accounts payable 676,738 676,738 636,652 636,652<br />
Other credits 186,438 186,438 189,583 189,583<br />
Bills purchased-contra 54,333 54,333 130,002 130,002<br />
Due to BSP – – 7,495 7,495<br />
Dividends payable – – 36,038 36,038<br />
Due to Treasurer of the Philippines 6,303 6,303 6,332 6,332<br />
Deposits for keys 1,040 1,040 1,132 1,132<br />
Others* 1,764 1,764 2,412 2,412<br />
Total liabilities P=92,024,876 P=93,028,613 P=81,688,996 P=83,4<strong>15</strong>,440<br />
* Others under financial liabilities comprise of payment orders payable and overages.<br />
The following table shows financial instruments recognized at fair value (in thousands); analyzed<br />
among those whose fair value is based on:<br />
• Level 1 - quoted market prices in active markets for identical assets or liabilities; when fair<br />
values of listed equity and debt securities, as well as publicly traded derivatives at the<br />
reporting date are based on quoted market prices or binding dealer price quotations, without<br />
any deduction for transaction costs, the instruments are included within Level 1 of the<br />
hierarchy.<br />
• Level 2 - those involving inputs other than quoted prices included in Level 1 that are<br />
observable for the asset or liability, either directly (as prices) or indirectly (derived from<br />
prices); for all other financial instruments, fair value is determined using valuation techniques.<br />
Valuation techniques include net present value techniques, comparison to similar instruments<br />
for which market observable prices exist and other revaluation models; and<br />
• Level 3 - those with inputs for the asset or liability that are not based on observable market<br />
data (unobservable inputs); instruments included in Level 3 are those for which there are<br />
currently no active market.
- 28 -<br />
2010<br />
Level 1 Level 2 Level 3 Total<br />
Financial Assets<br />
FVPL investments<br />
HFT - government<br />
securities P=797,427 P=– P=– P=797,427<br />
Derivatives - ROP warrants – 70,889 – 70,889<br />
AFS investments<br />
Government securities 14,599,372 1,596,544 – 16,195,916<br />
Quoted equity securities 3,005 – – 3,005<br />
2009<br />
Level 1 Level 2 Level 3 Total<br />
Financial Assets<br />
FVPL investments<br />
Held for trading - government<br />
securities P=173,265 P=– P=– P=173,265<br />
Derivatives - ROP warrants – 74,778 – 74,778<br />
AFS investments<br />
Government securities 17,196,092 1,060,857 – 18,256,949<br />
Quoted equity securities 3,005 – – 3,005<br />
5. Financial Risk Management Policies and Objectives<br />
The Bank has exposure to the following risks from its use of financial instruments:<br />
• Credit risk<br />
• Market risk<br />
• Liquidity risk<br />
Organization risk management structure continues to be a top-down organization, with the BOD at<br />
the helm of all major initiatives.<br />
Discussed below are the relevant sections on roles and responsibilities from the Risk Management<br />
Committee (RMC) Charter:<br />
BOD<br />
The corporate powers of the Bank are vested in and are exercised by the BOD, who conducts its<br />
business and controls its property. The BOD approves broad risk management strategies and<br />
policies and ensures that risk management initiatives and activities are consistent with the Bank’s<br />
overall objectives. The BOD appoints the members of the RMC.<br />
RMC<br />
The RMC is composed of at least three BOD members who possess a range of expertise and<br />
adequate knowledge of the Bank’s risk exposures to be able to develop appropriate strategies for<br />
preventing losses and minimizing the impact of losses when they occur.<br />
The BOD may also appoint non-Directors to the RMC as part of the Metrobank Group risk<br />
oversight measures. However, only Bank Directors shall be considered as voting members of the<br />
RMC. Non-voting members are appointed in an advisory capacity.<br />
The RMC oversees the system of limits to discretionary authority that the BOD delegates to the<br />
management and ensures that the system remains effective, the limits are observed, and that<br />
immediate corrective actions are taken whenever limits are breached.
- 29 -<br />
The RMC meets on a monthly basis and is supported by the Risk Management Office (RMO). In<br />
the absence of the RMC Chairman, a non-executive Director shall preside. RMC resolutions,<br />
which require the concurrence of the majority of its voting members, are presented to the BOD for<br />
confirmation.<br />
RMO<br />
The RMO, headed by the Chief Risk Officer, is a function that is independent from the Bank’s<br />
business line functions and reports directly to the BOD, through the RMC. The RMO assists the<br />
RMC in carrying out its responsibilities by:<br />
• analyzing, communicating, implementing, and maintaining the Risk Management Policies<br />
approved by the RMC and the BOD;<br />
• spearheading the regular review of the Bank’s Risk Management Policy Manual and making<br />
or elevating recommendations that enhance the risk management process to the RMC and the<br />
BOD, for their approval;<br />
• ensuring that the risks arising from the Bank’s activities are identified, measured, analyzed,<br />
reported to and understood by Risk Takers, Management, and the Board. The RMO analyzes<br />
limit exceptions and recommends enhancements to the limits structure.<br />
The RMO does not assume risk-taking accountability nor does it have approving authority. The<br />
RMO’s role is to act as liaison and to provide support to the Board, RMC, the President, the<br />
Administrative Risk Management Committees (ARMC) and other Management Committees, Risk<br />
Takers and other Support and Control Functions on risk-related matters.<br />
President<br />
The President is the Chief Executive Officer of the Bank and has the primary responsibility of<br />
carrying out the policies and objectives of the BOD. The President exercises the authorities<br />
delegated to him by the BOD and may recommend such policies and objectives he deems<br />
necessary for the continuing progress of the Bank.<br />
ARMC<br />
The ARMC is the management-level counterpart of the BOD-level RMC, and provides the latter<br />
with the necessary support of Senior Management on risk-related matters.<br />
As defined in the Risk Management Policy Manual, Senior Management is actively involved in<br />
planning, approving, reviewing and assessing all risks through various committees. The ARMC,<br />
in particular, provides a means of facilitating overall risk management.<br />
It is composed of Senior Officers with overall responsibility for the lending business, Branch<br />
Banking, Internal Audit, Compliance, Finance, Operations, Credit Administration, Treasury and<br />
Risk Management.<br />
An Executive Vice President serves as Chair and the President serves as Adviser to the ARMC.<br />
The ARMC oversees operational, credit, market and liquidity risk management, and recommends<br />
to the RMC and the BOD enhancements to the risk management policies and strategies of the<br />
Bank, including limits on decision-making, positions, transactions and exceptions.<br />
The ARMC exercises the authorities delegated to it by the RMC and the BOD, and the ARMC’s<br />
corporate acts are subject to the review and confirmation by the RMC and the BOD.
- 30 -<br />
Risk management<br />
The risk management framework aims to maintain a balance between the nature of the Bank’s<br />
businesses and the risk appetite of the BOD. Accordingly, policies and procedures are reviewed<br />
regularly and revised as the organization grows and as financial markets evolve. New policies or<br />
proposed changes in current policies are presented to the RMC and the BOD for approval.<br />
a. Credit risk and concentration of assets and liabilities and off-balance sheet items<br />
Credit risk is the risk that a counterparty will not settle its obligations in accordance with the<br />
agreed terms.<br />
The Bank’s lending business follows credit policy guidelines set by the BOD, RMC and<br />
RMO. These policies serve as minimum standards for extending credit. The people engaged<br />
in the credit process are required to understand and adhere to these policies.<br />
Product manuals are in place for all loans and deposit products that actually or potentially<br />
expose the Bank to all types of risks that may result in financial or reputational losses. They<br />
define the product and the risks associated with the product plus the corresponding riskmitigating<br />
controls. They embody the business plans and define the business parameters<br />
within which the product or activity is to be performed.<br />
The system of checks around extension of credit includes approval by at least two credit<br />
officers through CreCom, Executive Committee (ExCom) or BOD. The ARMC and RMC<br />
review the business strategies and ensure that revenue-generating activities are consistent with<br />
the risk tolerance and standard of the Bank. Regular audit and quality assurance checks are<br />
conducted across all functional units. The BOD - through the ExCom, CreCom, ARMC and<br />
RMC - ensure that sound credit policies and practices are followed through all the business<br />
segments.<br />
Credit Approval<br />
Credit approval is the documented acceptance of credit risk in the credit proposal or<br />
application.<br />
The Bank’s credit decision-making for consumer loans utilizes the recommendation of the<br />
credit scoring and is performed at the CreCom level appropriate to the size and risk of each<br />
transaction in conformity with corporate policies and procedures in regulating credit risk<br />
activities. The Bank’s ExCom may approve deviations or exceptions, while the BOD<br />
approves material exceptions such as large exposures, loans to directors, officers, stockholders<br />
and other related interests (DOSRI), and loan restructuring.<br />
Credit delegation limits are identified, tracked and reviewed at least annually by the Bank’s<br />
Senior Credit Officer together with the Credit Risk Manager.
- 31 -<br />
Borrower Eligibility<br />
The Bank’s credit processing commences when a customer expresses his intention to borrow<br />
through a credit application. The Bank gathers data on the customer; ensure they are accurate,<br />
up-to-date and adequate to meet the minimum regulatory requirements and to render credit<br />
decision. These data are used for the intended purpose only and are managed in adherence to<br />
the customer information secrecy law.<br />
The customer’s credit worthiness, repayment ability and cash flow are established before<br />
credit is extended. The Bank independently verifies critical data from the customer, ensuring<br />
compliance with Know Your Customer requirements under the Anti-Money Laundering Act<br />
of 2000. The Bank requires that customer income be derived from legitimate sources and<br />
supported with government-accepted statements of income, assets and liabilities.<br />
The Bank makes certain that a customer is capable of entering into a credit contract by<br />
accepting guarantors or sureties provided they are a relative or a financial partner who have<br />
passed its credit acceptance criteria.<br />
Loan Structure<br />
The Bank structures loans for its customers based on the customer’s capability to pay, the<br />
purpose of loan, and for collateralized loan, the collateral’s economic life and liquidation<br />
value over time.<br />
The Bank establishes debt burden guidelines and minimum income requirement to assess the<br />
customer’s capacity to pay.<br />
The Bank utilizes credit bureau data, both external and internal, to obtain information on<br />
customer’s current commitments and credit history. These are sourced from the databases of<br />
the Banker’s Association of the Philippines and the Credit Management Association of the<br />
Philippines.<br />
The Bank takes into account environmental and social issues when reviewing credit proposals<br />
of small business and commercial mortgage customers. The Bank ensures that all qualified<br />
securities pass through the BOD for approval. Assignments of securities are confirmed and<br />
insurance are properly secured.<br />
The Bank uses credit scoring models and decision systems for consumer loans as approved by<br />
the BOD.<br />
Initial loan limits are recommended by the CreCom and ExCom and approved by the BOD.<br />
The Bank ensures that secured loans are within ceilings set by local regulators. Succeeding<br />
loan availments are based on account performance and customer’s credit worthiness.<br />
The CreCom and ExCom recommend to the BOD any credit exceptions that merit approval<br />
provided they are supported by strong business rationale. The Bank relays credit approval at<br />
once thru Short Messaging Service but loan proceeds are paid out after documentations are<br />
completed.
- 32 -<br />
Credit Management<br />
The Bank maintains credit records and documents on all borrowings and capture transaction<br />
details in its loan systems. The credit risk policies and system infrastructure ensure that loans<br />
are monitored and managed at all times.<br />
The Bank’s Management Information System provides statistics that its business units need to<br />
identify opportunities for improving rewards without necessarily sacrificing risk. Statistical<br />
data on product, productivity, portfolio, profitability, performance and projection are made<br />
available regularly.<br />
The Bank conducts regular loan review through the RMC, with the support of the RMO. The<br />
Bank examines its exposures, credit risk ratios, provisions and customer segments. The<br />
Bank’s unique customer identification and unique group identification methodology enables it<br />
to aggregate credit exposures by customer or group of borrowers. Aggregate exposures of at<br />
least P=0.1 billion are put on a special monitoring.<br />
The RMC assesses the adequacy of provisions for credit losses regularly. The Bank’s<br />
automated loan grading system enables the Bank to set up provision per account. The Bank<br />
also performs impairment analyses on loans and receivables, whether on individual or<br />
collective basis, in accordance with PFRS.<br />
In 2010, the Bank carried out stress testing analyses using BOD-approved statistical models<br />
relating the default trends to changes in macroeconomic indicators. Separately, it continued to<br />
enhance its credit rating systems. The new Auto Loan and Mortgage Loan credit scoring<br />
models promise portfolio growth, with improvement in credit performance as a result of better<br />
targeting. The new Small Medium Enterprise Loan credit scoring model was run parallel with<br />
the qualitative evaluation method.<br />
Maximum Exposure to Credit Risk Without Taking Account of Any Collateral and Other<br />
Credit Enhancements<br />
The table below shows the Bank’s gross maximum credit exposure, net of allowance for credit<br />
and impairment losses, to on-and-off-financial condition credit risk exposures without<br />
deducting collateral and other credit enhancements to credit risk for the component of the<br />
statement of condition (in thousands):<br />
2010 2009<br />
FVPL investments<br />
HFT - Government securities P=797,427 P=173,265<br />
Derivatives - ROP warrants 70,890 74,778<br />
AFS investments<br />
Government securities 16,195,916 18,256,949<br />
Quoted equity securities 3,005 3,005<br />
Unquoted equity securities 1,418 1,418<br />
HTM investments<br />
Treasury notes 5,570,500 1,643,756<br />
Government bonds 3,592,085 3,129,095<br />
(Forward)
- 33 -<br />
2010 2009<br />
Loans and receivables<br />
Due from BSP P=2,899,592 P=4,937,990<br />
Due from other banks 7,520,836 1,528,848<br />
Interbank loans receivable and SPURA 3,586,560 5,900,000<br />
Receivables from customers:<br />
Consumption loans 22,038,472 17,225,020<br />
Real estate loans 17,340,010 <strong>15</strong>,595,543<br />
Commercial loans 8,942,653 8,816,419<br />
Personal loans 3,147,757 3,191,161<br />
Bills discounted 11,792 12,897<br />
Other receivables:<br />
Accrued interest receivable 617,452 1,002,095<br />
Sales contract receivable 612,086 636,924<br />
Unquoted debt instrument 400,000 400,000<br />
Accounts receivable 44,383 299,479<br />
Bills purchased 53,030 128,699<br />
Other assets:<br />
Security deposits 76,325 69,064<br />
RCOCI 27,842 46,062<br />
Shortages 86 402<br />
Total 93,550,117 83,072,869<br />
Stand-by credit lines (Note 31) 112,514 104,023<br />
Total credit risk exposure P=93,662,631 P=83,176,892<br />
Concentration of risk is managed by borrower, by group of borrower, by geographical region<br />
and by industry sector. As of December 31, 2010 and 2009, the maximum credit exposure to<br />
any borrower amounted to P=2.2 billion and P=1.9 billion, respectively, before taking account of<br />
collateral or other credit enhancement.<br />
The distribution of the Bank’s financial assets and off-balance sheet items before taking into<br />
account any collateral held or other credit enhancements can be analyzed by the following<br />
geographical regions (in thousands):<br />
2010<br />
Banking<br />
Activities<br />
Trading<br />
Activities Others Total<br />
Luzon P=18,683,941 P=30,927,554 P=44,519,867 P=94,131,362<br />
Visayas 80,729 179,730 1,775,821 2,036,280<br />
Mindanao 89,840 311,545 1,662,600 2,063,985<br />
18,854,510 31,418,829 47,958,288 98,231,627<br />
Less allowance for credit and<br />
impairment losses 894,907 201,295 3,472,794 4,568,996<br />
Total P=17,959,603 P=31,217,534 P=44,485,494 P=93,662,631<br />
2009<br />
Banking<br />
Activities<br />
Trading<br />
Activities Others Total<br />
Luzon P=16,948,236 P=28,345,516 P=35,820,896 P=81,114,648<br />
Visayas 85,464 184,362 2,653,947 2,923,773<br />
Mindanao 121,874 380,785 2,652,050 3,<strong>15</strong>4,709<br />
17,<strong>15</strong>5,574 28,910,663 41,126,893 87,193,130<br />
Less allowance for credit and<br />
impairment losses 780,227 340,334 2,895,677 4,016,238<br />
Total P=16,375,347 P=28,570,329 P=38,231,216 P=83,176,892
- 34 -<br />
Additionally, the tables below show the distribution of maximum credit exposure by industry sector of<br />
the Bank as of December 31, 2010 and 2009 (in thousands):<br />
2010<br />
Loans and<br />
Receivables<br />
Loans and<br />
Advances to<br />
Banks*<br />
Investment<br />
Securities** Others*** Total<br />
Financial intermediaries P=2,457,197 P=14,006,988 P=26,277,251 P=104,252 P=42,845,688<br />
Real estate, renting and business activities 13,913,795 – – – 13,913,795<br />
Other community, social and personal<br />
activities 16,057,412 – – – 16,057,412<br />
Transportation, storage and communication 11,318,006 – – – 11,318,006<br />
Wholesale and retail trade 4,628,272 – – 65,4<strong>15</strong> 4,693,687<br />
Private households 676,723 – – – 676,723<br />
Public administration and defense<br />
–<br />
compulsory social security 1,182,165 – –<br />
1,182,165<br />
Manufacturing 1,349,775 – – – 1,349,775<br />
Agricultural, hunting and forestry 1,448,765 – – – 1,448,765<br />
Electricity, gas and water 532,233 – – – 532,233<br />
Construction 531,081 – – 47,000 578,081<br />
Hotel and restaurants 35,980 – – – 35,980<br />
Mining and quarrying 97,593 – – – 97,593<br />
Others 3,501,624 – – 100 3,501,724<br />
57,730,621 14,006,988 26,277,251 216,767 98,231,627<br />
Less allowance for credit and impairment<br />
losses 4,522,986 – 46,010 – 4,568,996<br />
Total P=53,207,635 P=14,006,988 P=26,231,241 P=216,767 P=93,662,631<br />
* Comprised of due from BSP, due from other banks and interbank loans receivable and SPURA.<br />
** Comprised of FVPL investments, AFS investments and HTM investments.<br />
*** Comprised of financial assets classified under other assets (such as RCOCI, security deposits and shortages) and standby<br />
credit lines.<br />
Loans and<br />
Advances to<br />
Banks*<br />
2009<br />
Investment<br />
Securities** Others*** Total<br />
Loans and<br />
Receivables<br />
Financial intermediaries P=3,336,764 P=12,366,838 P=23,420,776 P=1<strong>15</strong>,528 P=39,239,906<br />
Real estate, renting and business activities 13,403,671 – – 13,403,671<br />
Other community, social and personal<br />
activities 14,661,003 – – 2,229 14,663,232<br />
Transportation, storage and communication 3,699,425 – – – 3,699,425<br />
Wholesale and retail trade 8,903,959 – – 66,542 8,970,501<br />
Private households 126,699 – – – 126,699<br />
Public administration and defense<br />
compulsory social security 866,251 – – – 866,251<br />
Manufacturing 1,357,032 – – – 1,357,032<br />
Agricultural, hunting and forestry 2,279,255 – – – 2,279,255<br />
Electricity, gas and water 1,472,316 – – – 1,472,316<br />
Construction 495,459 – – 35,251 530,710<br />
Hotel and restaurants 440,726 – – – 440,726<br />
Mining and quarrying 9,192 – – – 9,192<br />
Others 134,214 – – – 134,214<br />
51,185,966 12,366,838 23,420,776 219,550 87,193,130<br />
Less allowance for credit and impairment<br />
losses 3,877,728 – 138,510 – 4,016,238<br />
Total P=47,308,238 P=12,366,838 P=23,282,266 P=219,550 P=83,176,892<br />
* Comprised of due from BSP, due from other banks and interbank loans receivable and SPURA.<br />
** Comprised of FVPL investments, AFS investments and HTM investments.<br />
*** Comprised of financial assets classified under other assets (such as RCOCI, security deposits and shortages) and standby<br />
credit lines.
- 35 -<br />
Credit Quality<br />
Description of the loan grades for loans, receivables and stand-by credit lines:<br />
Internal Credit Rating System<br />
In 2010, credit quality monitoring changed to use the 10-point Internal Credit Rating System<br />
(ICRS) which maps each risk rating to the loan grading system of BSP for credit exposures.<br />
This enabled the Bank to reclassify accounts that were earlier classified as High Standard, to<br />
Standard, in view of default incidence in the past. The ICRS performance is assessed and<br />
updated regularly. Validation of the risk rating vis-à-vis actual credit losses is performed by<br />
the Credit Risk Management Unit.<br />
Neither Past Due nor Individually Impaired<br />
The Bank classifies those accounts under current status having the following loan grades:<br />
High grade (ICRS 1 - 4)<br />
Accounts belonging to this category have been rated as good by the Bank’s internal scoring<br />
system based on its defined factors. Using statistical means, the Bank has established the<br />
borrowers’ ability to meet their obligations in full and no loss is anticipated. The credit<br />
scoring system considers the combination of application data, internal and external data.<br />
Standard grade (ICRS 5 - 7)<br />
Accounts that display potential weaknesses, by the occurrence of limited or random<br />
delinquency, which when left uncorrected, may affect the repayment of the loan and increase<br />
credit risk to the Bank.<br />
Substandard grade (ICRS 8 - 10)<br />
These accounts involve a substantial and unreasonable degree of risk to the Bank because of<br />
unfavorable record or unsatisfactory characteristics. These accounts show possibility of future<br />
loss to the Bank due to their weaknesses that may include impaired collateral or minimum<br />
repayment of loan.<br />
Unrated grade<br />
Other credit assets which cannot be classified as High, Standard or Sub-standard are tagged as<br />
Unrated.<br />
Past Due but not Individually Impaired<br />
These are accounts which are classified as delinquent but the Bank assesses that there is no<br />
objective evidence that these accounts are impaired as of statement of condition date.<br />
Individually Impaired<br />
Accounts which show evidence of impairment as of statement of condition date.
- 36 -<br />
The tables below show the credit quality per class of financial assets under loans and<br />
receivables (in thousands):<br />
2010<br />
Neither Past Due nor Individually Impaired<br />
Standard<br />
Grade<br />
Substandard<br />
Grade<br />
Past Due<br />
but not<br />
Individually<br />
Impaired<br />
Individually<br />
Impaired<br />
High Grade<br />
Unrated<br />
Total<br />
Loans and receivables<br />
Receivables from customers:<br />
Consumption loans P=19,569,571 P=301,226 P=4,242 P=– P=2,638,636 P=– P=22,513,675<br />
Real estate loans 14,650,183 337,014 57,519 – 2,147,380 320,827 17,512,923<br />
Commercial loans 8,332,250 70,314 49,204 – 132,771 1,127,174 9,711,713<br />
Personal loans 2,990,381 58,873 105,059 – 2,229,643 – 5,383,956<br />
Bills discounted 121 – – – 11,671 – 11,792<br />
Other receivables:<br />
Accrued interest receivable 235,817 325,2<strong>15</strong> 430 – 89,269 234,456 885,187<br />
Sales contract receivable 479,118 87,764 – – 54,893 18,313 640,088<br />
Unquoted debt instrument 400,000 – – – – 95,611 495,611<br />
Accounts receivable 3,718 23 <strong>15</strong> – 339,333 178,256 521,345<br />
Bills purchased – 54,333 – – 54,333<br />
Other assets:<br />
Security deposits – – – 76,325 – – 76,325<br />
RCOCI – – – 27,842 – – 27,842<br />
Shortages – – – 86 – – 86<br />
Total P=46,661,<strong>15</strong>9 P=1,180,429 P=216,469 P=<strong>15</strong>8,586 P=7,643,596 P=1,974,637 P=57,834,876<br />
Shown gross of allowance for credit and impairment losses<br />
2009<br />
Neither Past Due nor Individually Impaired<br />
Standard<br />
Grade<br />
Substandard<br />
Grade<br />
Past Due<br />
but not<br />
Individually<br />
Impaired<br />
Individually<br />
Impaired<br />
High Grade<br />
Unrated<br />
Total<br />
Loans and receivables<br />
Receivables from customers:<br />
Consumption loans P=14,953,074 P=3,456 P=480 P=– P=2,836,383 P=– P=17,793,393<br />
Real estate loans 12,948,465 25,438 26,055 – 2,411,582 355,344 <strong>15</strong>,766,884<br />
Commercial loans 7,689,776 93,870 235,797 – 210,189 1,269,563 9,499,195<br />
Personal loans 2,900,851 48 – – 2,0<strong>15</strong>,878 – 4,916,777<br />
Bills discounted 1,443 – – – 11,454 – 12,897<br />
Other receivables:<br />
Accrued interest receivable 279,234 393,373 264,176 – 54,327 192,356 1,183,466<br />
Sales contract receivable 443,834 – – – 55,702 168,942 668,478<br />
Unquoted debt instrument 400,000 – – – – 95,611 495,611<br />
Accounts receivable 263,895 1 8 – 365,202 85,530 714,636<br />
Bills purchased 130,002 – – – 4,628 – 134,630<br />
Other assets:<br />
Security deposits – – – 69,064 – – 69,064<br />
RCOCI – – – 46,062 – – 46,062<br />
Shortages – – – 402 – – 402<br />
Total P=40,010,574 P=516,186 P=526,516 P=1<strong>15</strong>,528 P=7,965,345 P=2,167,346 P=51,301,495<br />
Shown gross of allowance for credit and impairment losses<br />
External Ratings<br />
In ensuring quality investment portfolio, the Bank uses the credit risk rating based on the<br />
rating of Moody’s Investors Service (Moody’s rating) as follows:<br />
Credit Quality<br />
External Rating<br />
High grade Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3<br />
Standard grade Ba1 Ba2 Ba3 B1 B2 B3<br />
Substandard grade Caa1 Caa2 Caa3 Ca C
- 37 -<br />
High grade - represents those investments which fall under any of the following grade:<br />
Aaa - fixed income obligations are judged to be of the highest quality, with the smallest<br />
degree of risk.<br />
Aa1, Aa2, Aa3 - fixed income are judged to be of high quality and are subject to very low<br />
credit risk, but their susceptibility to long-term risks appears somewhat greater.<br />
A1, A2, A3 - fixed income obligations are considered upper-medium grade and are subject to<br />
low credit risk, but have elements present that suggest a susceptibility to impairment over the<br />
long term.<br />
Baa1, Baa2, Baa3 - fixed income obligations are subject to moderate credit risk. They are<br />
considered medium grade and as such protective elements may be lacking or may be<br />
characteristically unreliable.<br />
Standard grade - represents those investments which fall under any of the following grade:<br />
Ba1, Ba2, Ba3 – obligations are judged to have speculative elements and are subject to<br />
substantial credit risk.<br />
B1, B2, B3 – obligations are considered speculative and are subject to high credit risk.<br />
Substandard grade - represents those investments which fall under any of the following grade:<br />
Caa1, Caa2, Caa3 - are judged to be of poor standing and are subject to very high credit risk.<br />
Ca - are highly speculative and are likely in, or very near, default, with some prospect of<br />
recovery of principal and interest.<br />
C - are the lowest rated class of bonds and are typically in default, with little prospect for<br />
recovery of principal or interest.<br />
The tables below show the credit quality per class of financial assets (in thousands):<br />
2010<br />
Neither Past Due nor Individually Impaired<br />
Standard<br />
Grade<br />
Substandard<br />
Grade<br />
Past Due<br />
but not<br />
Individually<br />
Impaired<br />
Individually<br />
Impaired<br />
High Grade<br />
Unrated<br />
Total<br />
FVPL investments<br />
HFT - Government securities P=– P=797,427 P=– P=– P=– P=– P=797,427<br />
Derivatives - ROP warrants – 70,890 – – – – 70,890<br />
AFS investments<br />
Government debt securities – 16,195,916 – – – – 16,195,916<br />
Quoted equity securities – – – – – 5,194 5,194<br />
Unquoted equity securities – – – – – 45,239 45,239<br />
HTM investments<br />
Treasury notes – 5,570,500 – – – – 5,570,500<br />
Government bonds – 3,592,085 – – – – 3,592,085<br />
Loans and receivables<br />
Due from BSP – 2,899,592 – – – – 2,899,592<br />
Due from other banks – 7,520,836 – – – – 7,520,836<br />
Interbank loans receivable and<br />
SPURA 2,586,560 1,000,000 – – – – 3,586,560<br />
Total P=2,586,560 P=37,647,246 P=– P=– P=– P=50,433 P=40,284,239<br />
Shown gross of allowance for credit and impairment losses
- 38 -<br />
2009<br />
Neither Past Due nor Individually Impaired<br />
Standard<br />
Grade<br />
Substandard<br />
Grade<br />
Past Due<br />
but not<br />
Individually<br />
Impaired<br />
Individually<br />
Impaired<br />
High Grade<br />
Unrated<br />
Total<br />
FVPL investments<br />
Derivatives - ROP warrants P=– P=74,778 P=– P=– P=– P=– P=74,778<br />
HFT - Government securities – 173,265 – – – – 173,265<br />
AFS investments<br />
Government debt securities – 18,256,949 – – – 92,500 18,349,449<br />
Quoted equity securities – – – – – 5,194 5,194<br />
Unquoted equity securities – – – – – 45,239 45,239<br />
HTM investments<br />
Treasury notes – 3,129,095 – – – – 3,129,095<br />
Government bonds – 1,643,756 – – – – 1,643,756<br />
Loans and receivables<br />
Due from BSP – 4,937,990 – – – – 4,937,990<br />
Due from other banks – 1,528,848 – – – – 1,528,848<br />
Interbank loans receivable and<br />
SPURA – 5,900,000 – – – – 5,900,000<br />
Total P=– P=35,644,681 P=– P=– P=– P=142,933 P=35,787,614<br />
Shown gross of allowance for credit and impairment losses<br />
Impairment Assessment<br />
Impairment losses are recognized based on the results of specific (individual) and collective<br />
assessment of credit exposures. Impairment has taken place when there is a presence of<br />
known difficulties in the payments of obligation by counterparties, a significant credit rating<br />
downgrade takes place, infringement of the original terms of the contract has happened or<br />
when there is inability to pay principal or interest overdue beyond a threshold (e.g. 90 days).<br />
These and other factors, either singly or in tandem with other factors, constitute observable<br />
events or data that meet the definition of objective evidence of impairment.<br />
Individually assessed allowances<br />
The Bank determines the allowances appropriate for each significant loan or advance on an<br />
individual basis. Items considered when determining amounts of allowances include an<br />
account’s age, payment and collection history, timing of expected cash flows and realizable<br />
value of collateral.<br />
The Bank sets criteria for specific loan impairment testing and uses the discounted cash flow<br />
to compute for impairment loss. Accounts subjected to specific impairment and are found to<br />
be impaired shall be excluded from the collective impairment computation.<br />
Collectively assessed allowances<br />
Allowances are assessed collectively for losses on commercial loans and advances that are not<br />
significant or are found to be not individually impaired. Impairment losses are estimated by<br />
taking into consideration the historical losses on the portfolio and the expected receipts and<br />
recoveries once impaired. The Bank is responsible for deciding the length of historical loss<br />
period which can extend for as long as five years. The impairment allowance is then reviewed<br />
by the Bank to ensure alignment with the Bank’s overall policy.<br />
The Bank uses the Net Flow Rate method to determine the credit loss rate of a particular<br />
delinquency age bucket based on historical data of flow-through and flow-back of loans across<br />
specific delinquency age buckets. The method applies to consumer loans, as well as, salary<br />
and home equity loans granted to employees of the Bank. For commercial loans, the Bank<br />
uses Historical Loss Rate method in determining the credit loss rate based on the actual<br />
historical loss experienced by the Bank on each specific industry type.
- 39 -<br />
Aging Analysis of Past Due but not Impaired Loans per Class of Financial Assets<br />
The succeeding tables show the total aggregate amount of gross past due but not individually<br />
impaired loans and receivables per delinquency bucket. Under PFRS, a financial asset is past<br />
due when the counterparty has failed to make a payment when contractually due (in<br />
thousands):<br />
Less than<br />
30 days<br />
2010<br />
Past Due but not Individually Impaired<br />
31 to 61 to 91 to<br />
60 days 90 days 180 days<br />
Over<br />
180 days Total<br />
Loans and receivables<br />
Receivables from customers:<br />
Consumption loans P=1,104,087 P=554,285 P=205,851 P=228,124 P=546,289 P=2,638,636<br />
Real estate loans 1,287,399 481,089 124,651 88,471 165,770 2,147,380<br />
Commercial loans 81,717 22,542 11,762 2,505 14,245 132,771<br />
Personal loans 141,988 61,253 37,412 90,753 1,898,237 2,229,643<br />
Bills discounted – – – – 11,671 11,671<br />
Other receivables:<br />
Accrued interest receivable 19,339 9,409 4,224 5,659 50,638 89,269<br />
Sales contract receivable 28,499 10,704 1,446 2,691 11,553 54,893<br />
Accounts receivable 42,281 <strong>15</strong>,539 530 1,4<strong>15</strong> 279,568 339,333<br />
Total P=2,705,310 P=1,<strong>15</strong>4,821 P=385,876 P=419,618 P=2,977,971 P=7,643,596<br />
Shown gross of allowance for impairment and credit losses<br />
Less than<br />
30 days<br />
2009<br />
Past Due but not Individually Impaired<br />
31 to 61 to 91 to<br />
60 days 90 days 180 days<br />
Over<br />
180 days Total<br />
Loans and receivables<br />
Receivables from customers:<br />
Consumption loans P=1,193,582 P=– P=751,145 P=235,027 P=656,629 P=2,836,383<br />
Real estate loans 1,504,995 – 751,734 109,886 44,967 2,411,582<br />
Commercial loans <strong>15</strong>0,587 – 46,653 69 12,880 210,189<br />
Personal loans 199,021 74,036 44,358 116,023 1,582,440 2,0<strong>15</strong>,878<br />
Bills discounted – – – – 11,454 11,454<br />
Other receivables:<br />
Accrued interest receivable 23,379 2,310 14,323 5,731 8,584 54,327<br />
Sales contract receivable 22,886 – 18,611 – 14,205 55,702<br />
Accounts receivable 3,206 – 2,772 1,977 357,247 365,202<br />
Bills purchased – – – – 4,628 4,628<br />
Total P=3,097,656 P=76,346 P=1,629,596 P=468,713 P=2,693,034 P=7,965,345<br />
Shown gross of allowance for impairment and credit losses<br />
Of the total aggregate amount of gross past due but not individually impaired loans and<br />
individually impaired loans and advances to customers, the fair value of the related collateral<br />
that the Bank held as at December 31, 2010 and 2009 was P=9.6 billion and P=9.4 billion,<br />
respectively.<br />
Collateral and Other Credit Enhancements<br />
The amount and type of collateral required depends on an assessment of the credit risk of the<br />
counterparty. Guidelines are implemented regarding acceptability of types of collateral and<br />
valuation parameters.<br />
The main types of collaterals obtained are as follow:<br />
- For SPURA; investment securities<br />
- For commercial lending; mortgages over real estate properties, deposit accounts and<br />
securities<br />
- For consumer lending; mortgages over real estate and chattel
- 40 -<br />
Management monitors the market value of collateral, requests additional collateral in<br />
accordance with the underlying agreement, and monitors the market value of collateral<br />
obtained during its review of the adequacy of the allowance for credit and impairment losses.<br />
It is the Bank’s policy to dispose of repossessed properties in an orderly fashion and proceeds<br />
are used to repay or reduce the outstanding claim. In general, the Bank does not occupy<br />
repossessed properties for business use.<br />
The Bank holds collateral against loans and receivables in the form of real estate and chattel<br />
mortgages, guarantees, and other registered securities over assets. Estimates of fair value are<br />
based on the value of collateral assessed at the time of borrowing and generally are not<br />
updated except when a loan is assessed to be impaired. Generally, collateral is not held over<br />
loans and advances to banks except for SPURA. The Bank is not allowed to sell or pledge<br />
collateral held under SPURA. Collateral usually is not held against investment securities, and<br />
no such collateral was held as of December 31, 2010 and 2009. The following table shows the<br />
fair value of collateral held against loans and receivables (in thousands):<br />
2010 2009<br />
On individually impaired<br />
Land P=801,640 P=919,817<br />
Building 660,377 639,103<br />
Chattel mortgage properties 363,371 504,670<br />
1,825,388 2,063,590<br />
On past due but not impaired loans<br />
Land 2,274,753 2,306,114<br />
Building 3,347,949 2,773,357<br />
Chattel mortgage properties 3,981,234 4,309,038<br />
9,603,936 9,388,509<br />
On neither past due nor impaired loans<br />
Land 18,427,846 14,276,253<br />
Building 27,184,948 17,448,794<br />
Chattel mortgage properties 29,638,052 23,034,545<br />
Debt securities 999,240 5,728,369<br />
76,250,086 60,487,961<br />
P=87,679,410 P=71,940,060<br />
Carrying Amount per Class of Financial Assets which Terms have been Renegotiated<br />
Restructured loans are defined as performing or non-performing loans (NPL) which principal<br />
terms and conditions have been modified in accordance with an agreement setting forth a new<br />
plan of payment or a schedule of payment on a periodic basis. When the loan account<br />
becomes past due and is being restructured or extended, the approval of the BOD is required<br />
before loan booking and is always governed by the BSP rules on restructuring. Restructuring<br />
of DOSRI loans also requires BOD approval.
- 41 -<br />
The table below shows the total aggregate amount of gross restructured loans (in thousands).<br />
2010 2009<br />
Receivables from customers<br />
Commercial loans P=839,919 P=918,896<br />
Real estate loans 98,822 121,926<br />
Consumption loans – <strong>15</strong><br />
Total restructured financial assets P=938,741 P=1,040,837<br />
b. Market risk<br />
Market risk management covers the areas of trading and interest rate risks. The Bank utilizes<br />
various measurement and monitoring tools to ensure that risk-taking activities are managed<br />
within instituted market risk parameters. The Bank revalues its trading portfolios on a daily<br />
basis and checks the revenue or loss generated by each portfolio in relation to their level of<br />
market risk.<br />
The Bank’s risk policies and implementing guidelines are regularly reviewed by ALCO,<br />
ARMC, RMC and BOD to ensure that these are up-to-date and in line with changes in the<br />
economy, environment and regulations. The RMC and the BOD set the comprehensive<br />
market risk limit structure and define the parameters of market activities that the Bank can<br />
engage in.<br />
Market risk is the risk to earnings and capital arising from changes in the value of traded<br />
portfolios of financial instruments (trading market risk) and from movements in interest rates<br />
(interest rate risk). The Bank’s market risk originates primarily from holding peso and dollardenominated<br />
debt securities. The Bank utilizes Value-at-Risk (VaR) to measure and manage<br />
market risk exposure. VaR estimates the potential decline in the value of a portfolio, under<br />
normal market conditions, for a given confidence level over a specified holding period.<br />
Trading activities<br />
The Bank’s trading portfolios are currently composed of peso and dollar-denominated<br />
sovereign debt securities that are marked-to-market daily. The Bank also uses VaR to measure<br />
the extent of market risk exposure arising from these portfolios.<br />
VaR is a statistical measure that calculates the maximum potential loss from a portfolio over a<br />
holding period, within a given confidence level. The Bank’s current VaR model uses<br />
historical simulation for Peso and USD HFT and AFS portfolios of Reuters KVaR with<br />
confidence level at 99% and a 1 day holding period. It utilizes a 260 days rolling data most<br />
recently observed daily percentage changes in price for each asset class in its portfolio. In<br />
2009, the Bank’s VaR model used Bloomberg’s parametric model for Peso and USD HFT and<br />
AFS portfolios with confidence level at 99% and a 1 day holding period.<br />
VaR reports are prepared on a daily basis to the President, Treasury and RMO. The Bank’s<br />
BOD and management are advised whenever potential losses exceed prudent levels. VaR<br />
reports are reported to the RMC and BOD on a monthly basis.<br />
When there is a breach in VaR limits, Treasury is expected to close or reduce their position<br />
and bring it down within the limit unless approval from the President is obtained to retain the<br />
same. All breaches are reported to the President for regularization. In addition to the<br />
regularization and approval of the President, breaches in VaR limits and special approvals are<br />
likewise reported to the RMC and BOD for their information and confirmation.
- 42 -<br />
Back testing is employed to verify the effectiveness of the VaR model. The bank performs<br />
back-testing to validate the VaR model and stress testing to determine the impact of extreme<br />
market movements on the portfolios. Results of backtesting are reported to the RMC and<br />
BOD on a monthly basis. Stress testing is also conducted, based on historical maximum<br />
percentage daily movement and on an ad-hoc rate shock to estimate potential losses in a crisis<br />
situation.<br />
The Bank has established position, VaR, stop loss, loss trigger, and modified duration limits<br />
for its trading portfolios. Daily profit or loss of the trading portfolios is closely monitored<br />
against loss triggers and stop-loss.<br />
Responsibility for managing the Bank’s trading market risk remains with the RMC. With the<br />
support of RMO and the ARMC, the RMC recommends to the BOD changes in market risk<br />
limits, approving authorities and other activities that need special consideration.<br />
Discussed below are the limitations and assumptions applied by the Bank on its VaR<br />
methodology:<br />
a. VaR is a statistical estimate and thus, does not give the precise amount of loss;<br />
b. VaR is not designed to give the probability of bank failure, but only attempts to quantify<br />
losses that may arise from a bank’s exposure to market risk;<br />
c. Historical simulation does not involve any distributional assumptions, scenarios that are<br />
used in computing VaR are limited to those that occurred in the historical sample; and<br />
d. VaR systems are backward-looking. It attempts to forecast likely future losses using past<br />
data. As such, this assumes that past relationships will continue to hold in the future.<br />
Major shifts therefore (i.e. an unexpected collapse of the market) are not captured and may<br />
inflict losses much bigger than anything the VaR model may have calculated.<br />
The Bank’s interest rate VaR follows (in thousands):<br />
2010 2009<br />
As of year-end P=11,770 P=3,459<br />
Year to date average 5,760 11,325<br />
High 21,206 32,371<br />
Low 3 32<br />
Non-trading activities<br />
Interest Rate Risk<br />
The Bank follows a prudent policy on managing its assets and liabilities to ensure that<br />
exposure to fluctuations in interest rates are kept within acceptable limits.<br />
One method by which the Bank measures the sensitivity of its assets and liabilities to interest<br />
rate fluctuations is by way of “gap” analysis. This analysis provides the Bank with a static<br />
view of the maturity and repricing characteristics of the positions of its statement of condition.<br />
An interest rate gap report is prepared by classifying all assets and liabilities into various time<br />
period categories according to contracted maturities or anticipated repricing dates, whichever<br />
is earlier. The difference in the amount of assets and liabilities maturing or being repriced in<br />
any time period category would then give the Bank an indication of the extent to which it is<br />
exposed to the risk of potential changes in net interest income.
- 43 -<br />
The interest rate sensitivity gap report measures interest rate risk by identifying gaps between<br />
the repricing dates of assets and liabilities. The Bank’s sensitivity gap model calculates the<br />
effect of possible rate movements on its interest rate profile.<br />
The Bank uses sensitivity gap model to estimate Earnings-at-Risk (EaR) should interest rates<br />
move against its interest rate profile. The Bank’s EaR limits are based on a percentage of the<br />
Bank’s projected earnings for the year. The Bank also performs stress-testing analysis to<br />
measure the impact of extreme interest rate movements.<br />
The ALCO is responsible for managing the Bank’s structural interest rate exposure. The<br />
ALCO’s goal is to achieve a desired overall interest rate profile while remaining flexible to<br />
interest rate movements and changes in economic conditions. The RMO, ARMC and RMC<br />
review and oversee the Bank’s interest rate risks.<br />
The tables below demonstrate the sensitivity of net interest income and equity to reasonably<br />
possible changes in interest rates. Net interest income sensitivity was calculated by assuming<br />
interest rate shifts upon repricing of floating-rate financial instruments. Equity sensitivity was<br />
computed by calculating mark-to-market changes of AFS debt instruments, assuming a<br />
parallel shift in the yield curve.<br />
Change in<br />
basis points<br />
Sensitivity of<br />
net interest<br />
income<br />
2010<br />
Over<br />
0 up to 6 months<br />
6 months to 1 year<br />
(Amounts in Pesos)<br />
Sensitivity of equity<br />
Over<br />
1 year to<br />
5 years<br />
More than<br />
5 years Total<br />
Currency<br />
PHP +10 165,249,172 (252,395) – (1,176,552) (139,912,232) (141,341,179)<br />
USD +10 7,661,877 – – – (3,895,799) (3,895,799)<br />
Currency<br />
PHP -10 (165,191,732) 252,578 – 1,198,973 142,512,8<strong>15</strong> 143,964,366<br />
USD -10 (7,661,877) – – – 3,928,773 3,928,773<br />
Change in<br />
basis points<br />
Sensitivity of<br />
net interest<br />
income<br />
2009<br />
Over<br />
0 up to 6 months<br />
6 months to 1 year<br />
(Amounts in Pesos)<br />
Sensitivity of equity<br />
Over<br />
1 year to<br />
5 years<br />
More than<br />
5 years Total<br />
Currency<br />
PHP +10 7,701,610 (31,625) – (2,400,190) (32,632,285) (35,064,100)<br />
USD +10 95,253,160 – – – (121,536,310) (121,536,310)<br />
Currency<br />
PHP -10 (7,701,207) 31,640 – 2,407,680 32,908,110 35,347,430<br />
USD -10 (96,600,660) – – – 123,386,360 123,386,360<br />
The impact on the Bank’s equity excludes the impact on transactions affecting the statement<br />
of income.<br />
Foreign Currency Risk<br />
Foreign currency risk is the risk of an investment's value changing due to an adverse<br />
movement in currency exchange rates. It arises due to a mismatch in the Bank's foreign<br />
currency assets and liabilities.
- 44 -<br />
The Bank’s policy is to maintain foreign currency exposure within the approved<br />
position and loss limit and within existing regulatory guidelines. To compute for VaR, the<br />
Bank uses Bloomberg’s historical simulation model for USD/PHP FX position, with<br />
confidence level at 99% and a 1 day holding period. The Bank’s VaR for its foreign exchange<br />
position for trading and non-trading activities are as follow (in thousands):<br />
2010 2009<br />
As of year-end P=1,252 P=724<br />
Year to date Average 762 4,276<br />
High 2,631 7,562<br />
Low 4 355<br />
The table below summarizes the Bank’s exposure to foreign exchange risk as of December 31,<br />
2010 and 2009. Included in the table are the Bank’s assets and liabilities at carrying amounts<br />
(in thousands).<br />
2010 2009<br />
Assets<br />
Cash $1,782 $1,570<br />
Due from other banks 164,014 25,594<br />
FVPL investments 1,617 5,317<br />
AFS investments 12,744 257,351<br />
HTM investments 49,847 36,277<br />
Other assets – 20,176<br />
Total assets 230,004 346,285<br />
Liabilities<br />
Deposit liabilities<br />
Savings deposits 19,908 17,507<br />
Time deposits 268,285 297,903<br />
Bills payable – –<br />
Accrued taxes, interest and other expenses 335 595<br />
Other liabilities 458 547<br />
Total liabilities 288,986 316,552<br />
Net exposure ($58,982) $29,733<br />
c. Liquidity Risk<br />
The Bank’s policy on liquidity management emphasizes on three elements of liquidity,<br />
namely, cashflow management, ability to borrow in the interbank market, and maintenance of<br />
a stock of high quality liquid assets. These three approaches complement one another with<br />
greater weight being given to a particular approach, depending upon the circumstances. The<br />
Bank’s objective in liquidity management is to ensure that the Bank has sufficient liquidity to<br />
meet obligations under normal and adverse circumstances and is able to take advantage of<br />
lending and investment opportunities as they arise.
- 45 -<br />
The main tool that the Bank uses for monitoring its liquidity is the Maximum Cumulative<br />
Outflow (MCO) reports, which is also called liquidity gap or maturity matching gap reports.<br />
The MCO is a useful tool in measuring and analyzing the Bank’s cash flow projections and<br />
monitoring liquidity risks. The liquidity gap report shows the projected cash flows of assets<br />
and liabilities representing estimated funding sources and requirements under normal<br />
conditions, which also forms the basis for the Bank’s Contingency Funding Plan (CFP). The<br />
CFP projects the Bank’s funding position during both temporary and long-term liquidity<br />
changes to help evaluate the Bank’s funding needs and strategies under changing market<br />
conditions.<br />
The Bank discourages dependence on large funds providers (LFPs) by capping the<br />
concentration of LFPs as a percentage of total deposits. This ensures that the Bank will not be<br />
vulnerable to a substantial drop in deposit level as a result of an outflow due to large<br />
depositors.<br />
Financial assets<br />
Analysis of equity and debt securities at FVPL and AFS investments into maturity groupings<br />
is based on the expected date on which these assets will be realized. For other assets, the<br />
analysis into maturity grouping is based on the remaining period from the end of the reporting<br />
period to the contractual maturity date or if earlier the expected date the assets will be<br />
realized.<br />
Financial liabilities<br />
The maturity grouping is based on the remaining period from the end of the reporting period<br />
to the contractual maturity date and does not consider the behavioral pattern of the creditors.<br />
When counterparty has a choice of when the amount is paid, the liability is allocated to the<br />
earliest period in which the Bank can be required to pay.<br />
Analysis of Financial Assets and Liabilities by Remaining Maturities<br />
The tables below show the maturity profile of the Bank’s financial assets and liabilities based<br />
on contractual undiscounted repayment obligations (in millions):<br />
Up to<br />
1 month<br />
Over 1 to<br />
3 months<br />
Over 3 to<br />
6 months<br />
2010<br />
Over 6 to 12<br />
months<br />
Total within<br />
1 year<br />
Beyond<br />
1 year Total<br />
On demand<br />
Financial Assets<br />
FVPL investments<br />
HFT - Government<br />
Securities P=797 P=– P=– P=– P=– P=797 P=– P=797<br />
Derivatives - ROP warrants 71 – – – – 71 – 71<br />
AFS investments<br />
Government securities – 105 210 <strong>15</strong>,992 – 16,307 – 16,307<br />
Quoted equity securities – – – – – – 5 5<br />
Unquoted equity securities – – – – – – 1 1<br />
HTM investments<br />
Treasury notes – 41 82 123 246 492 13,613 14,105<br />
Government bonds – 26 51 70 <strong>15</strong>4 301 3,603 3,904<br />
Loans and receivables<br />
Due from BSP 1,330 3 1,573 – – 2,906 – 2,906<br />
Due from other banks 7,521 – – – – 7,521 – 7,521<br />
Interbank loans receivable and<br />
SPURA 3,587 – – – – 3,587 – 3,587<br />
Receivables from customers:<br />
Consumption loans 241 910 1,824 2,528 4,686 10,189 16,<strong>15</strong>6 26,345<br />
Real estate loans 55 383 874 1,4<strong>15</strong> 2,855 5,582 23,529 29,111<br />
Commercial loans 284 830 628 656 1,<strong>15</strong>4 3,552 8,407 11,959<br />
Personal loans 2,301 243 595 840 1,439 5,418 737 6,<strong>15</strong>5<br />
Bills discounted 12 – – – – 12 – 12<br />
(Forward)
- 46 -<br />
Up to<br />
1 month<br />
Over 1 to<br />
3 months<br />
Over 3 to<br />
6 months<br />
2010<br />
Over 6 to 12<br />
months<br />
Total within<br />
1 year<br />
Beyond<br />
1 year Total<br />
On demand<br />
Other receivables:<br />
Accrued interest receivable P=658 P=184 P=43 P=– P=– P=885 P=– P=885<br />
Sales contract receivable 1 12 23 36 67 139 825 964<br />
Unquoted debt instrument – 1 7 19 – 27 420 447<br />
Accounts receivable 521 – – – – 521 – 521<br />
Bills purchased 54 – – – – 54 – 54<br />
Other assets:<br />
Security deposits – 4 2 3 11 20 74 94<br />
RCOCI 28 – – – – 28 – 28<br />
P=17,461 P=2,742 P=5,912 P=21,682 P=10,612 P=58,409 P=67,370 P=125,779<br />
Financial Liabilities<br />
Deposit liabilities<br />
Demand P=7,170 P=– P=– P=– P=– P=7,170 P=– P=7,170<br />
Savings 10,148 – – – – 10,148 – 10,148<br />
Time – 47,458 8,108 1,110 991 57,667 16,951 74,618<br />
17,318 47,458 8,108 1,110 991 74,985 16,951 91,936<br />
Subordinated notes – 2,051 – – – 2,051 – 2,051<br />
Treasurer’s, cashier’s and<br />
manager’s checks 649 – – – – 649 – 649<br />
Accrued interest payable 1 163 37 – – 201 – 201<br />
Accrued other expenses payable 753 – – – – 753 – 753<br />
Other liabilities<br />
Accounts payable – – – 677 – 677 – 677<br />
Other credits – – – – – – 186 186<br />
Bills purchased-contra 54 – – – – 54 – 54<br />
Due to Treasurer of the<br />
Philippines – – – – – – 6 6<br />
Deposit for keys 1 – – – – 1 – 1<br />
Others 2 – – – – 2 – 2<br />
P=18,778 P=49,672 P=8,108 P=1,787 P=991 P=79,373 P=17,143 P=96,516<br />
Up to<br />
1 month<br />
Over 1 to<br />
3 months<br />
Over 3 to<br />
6 months<br />
2009<br />
Over 6 to 12<br />
months<br />
Total within<br />
1 year<br />
Beyond<br />
1 year Total<br />
On demand<br />
Financial Assets<br />
FVPL investments<br />
Derivatives - ROP warrants P=75 P=– P=– P=– P=– P=75 P=– P=75<br />
HFT - Government<br />
securities 173 – – – – 173 – 173<br />
AFS investments<br />
Government securities – 317 634 18,021 – 18,972 – 18,972<br />
Quoted equity securities – – – – – – 5 5<br />
Unquoted equity securities – – – – – – 45 45<br />
HTM investments<br />
Government bonds – 23 46 68 137 274 4,666 4,940<br />
Treasury notes – 13 27 40 81 161 3,240 3,401<br />
Loans and receivables<br />
Due from BSP 1,163 2,507 1,285 – – 4,955 – 4,955<br />
Due from other banks 1,528 – – – – 1,528 – 1,528<br />
Interbank loans receivable and<br />
SPURA 5,902 – – – – 5,902 – 5,902<br />
Receivables from customers:<br />
Consumption loans 358 857 1,647 2,325 4,120 9,307 12,772 22,079<br />
Real estate loans 71 367 772 1,234 2,574 5,018 21,839 26,857<br />
Commercial loans 307 420 823 676 1,346 3,572 9,336 12,908<br />
Personal loans 1,933 162 401 624 1,539 4,659 717 5,376<br />
Bills discounted 12 – 1 – – 13 – 13<br />
Other receivables:<br />
Accrued interest receivable 1,023 123 38 – – 1,184 – 1,184<br />
Sales contract receivable – 12 24 36 69 141 893 1,034<br />
Unquoted debt instrument 96 2 – <strong>15</strong> 2 1<strong>15</strong> 400 5<strong>15</strong><br />
Accounts receivable 7<strong>15</strong> – – – – 7<strong>15</strong> – 7<strong>15</strong><br />
Bills purchased 134 – – – – 134 – 134<br />
Other assets:<br />
Security deposits – 2 1 2 5 10 72 82<br />
RCOCI 46 – – – – 46 – 46<br />
P=13,536 P=4,805 P=5,699 P=23,041 P=9,873 P=56,954 P=53,985 P=110,939<br />
(Forward)
- 47 -<br />
Up to<br />
1 month<br />
Over 1 to<br />
3 months<br />
Over 3 to<br />
6 months<br />
2009<br />
Over 6 to 12<br />
months<br />
Total within<br />
1 year<br />
Beyond<br />
1 year Total<br />
On demand<br />
Financial Liabilities<br />
Deposit liabilities<br />
Demand P=8,188 P=– P=– P=– P=– P=8,188 P=– P=8,188<br />
Savings 9,403 – – – – 9,403 – 9,403<br />
Time – 40,197 7,097 1,859 1,103 50,256 12,536 62,792<br />
17,591 40,197 7,097 1,859 1,103 67,847 12,536 80,383<br />
Subordinated notes – – – – – – 2,171 2,171<br />
Treasurer’s, cashier’s and<br />
manager’s checks 505 – – – – 505 – 505<br />
Accrued interest payable – – <strong>15</strong>2 37 – 189 – 189<br />
Accrued other expenses payable 620 – – – – 620 – 620<br />
Other liabilities<br />
Accounts payable – – – 637 – 637 – 637<br />
Other credits – – – – – – 190 190<br />
Bills purchased-contra 130 – – – – 130 – 130<br />
Due to Treasurer of the<br />
Philippines – – – – – – 6 6<br />
Deposit for keys 1 – – – – 1 – 1<br />
Others 2 – – – 2 – 2<br />
P=18,849 P=40,197 P=7,249 P=2,533 P=1,103 P=69,931 P=14,903 P=84,834<br />
6. Segment Information<br />
The Bank’s operating segments are organized and managed separately according to the nature of<br />
services provided and the different markets served, with each segment representing a strategic<br />
business unit that offers different products and serves different markets. The Bank’s reportable<br />
segments are as follows:<br />
a. Consumer Banking - principally provides consumer-type loans generated by the Home Office;<br />
b. Corporate Banking - principally handles loans and other credit facilities for corporate and<br />
institutional customers acquired in the Home Office;<br />
c. Branch Banking - serves as the Bank’s main customer touch point which offers consumer and<br />
corporate banking products; and<br />
d. Treasury - principally handles institutional deposit accounts, providing money market, trading<br />
and treasury services, as well as managing the Bank’s funding operations by use of<br />
government securities and placements and acceptances with other banks.<br />
These segments are the bases on which the Bank reports its primary segment information. The<br />
Bank evaluates performance on the basis of information about the components of the Bank that<br />
Chief Operating Decision Maker (CODM) uses to make decisions about operating matters. There<br />
are no other operating segments than those identified by the Bank as reportable segments. There<br />
were no inter-segment revenues and expenses included in the financial information. The Bank has<br />
no single customer with revenues from which is 10.00% or more of the Bank’s total revenue.
- 48 -<br />
The accounting policies of the operating segments are the same as those described in the summary<br />
of significant accounting policies. Primary segment information (by business segment) for the<br />
years ended December 31, 2010, 2009 and 2008 follows (in thousands):<br />
Consumer<br />
Banking<br />
Corporate<br />
Banking<br />
2010<br />
Branch<br />
Banking Treasury Total<br />
Operating Income<br />
Interest income P=1,611,072 P=172,645 P=5,291,378 P=838,002 P=7,913,097<br />
Service fees and commissions 117,953 48,238 592,438 – 758,629<br />
Other operating income 69,750 2,330 2<strong>15</strong>,828 2,244,546 2,532,454<br />
Total operating income 1,798,775 223,213 6,099,644 3,082,548 11,204,180<br />
Non-cash expenses<br />
Depreciation and amortization 95,787 13,026 242,332 893 352,038<br />
Provision for credit and<br />
impairment losses 290,786 401,697 219,799 – 912,282<br />
Amortization of other intangible<br />
assets 17,178 3,297 21,006 212 41,693<br />
Total non-cash expenses 403,751 418,020 483,137 1,105 1,306,013<br />
Interest expense – – 1,996,974 903,721 2,900,695<br />
Service fees and commissions<br />
expense 10,409 4,257 52,281 – 66,947<br />
Subtotal 10,409 4,257 2,049,255 903,721 2,967,642<br />
Compensation and fringe benefits 348,600 91,464 1,291,192 9,360 1,740,616<br />
Taxes and licenses 118,728 29,895 4<strong>15</strong>,237 213,275 777,135<br />
Occupancy and equipment 42,090 7,384 374,369 435 424,278<br />
Security, messengerial and janitorial<br />
33,569 2,989 126,852 526 163,936<br />
services<br />
Miscellaneous 347,919 48,852 796,959 19,198 1,212,928<br />
Subtotal 890,906 180,584 3,004,609 242,794 4,318,893<br />
Income (loss) before share in<br />
net income of an associate and<br />
a joint venture 493,709 (379,648) 562,643 1,934,928 2,611,632<br />
Equity in net income of an associate<br />
and a joint venture 41,563<br />
Income before income tax 2,653,195<br />
Provision for income tax 845,080<br />
Net income<br />
P=1,808,1<strong>15</strong><br />
Segment assets P=19,812,908 P=7,861,455 P=34,518,181 P=40,421,690 P=102,614,234<br />
Investments in an associate and<br />
a joint venture 829,874<br />
Deferred tax asset 705,361<br />
Total assets<br />
P=104,149,469<br />
Segment liabilities P=535,437 P=123,695 P=68,410,903 P=23,470,357 P=92,540,392<br />
Consumer<br />
Banking<br />
Corporate<br />
Banking<br />
2009<br />
Branch<br />
Banking Treasury Total<br />
Operating Income<br />
Interest income P=1,535,965 P=144,319 P=5,539,707 P=309,541 P=7,529,532<br />
Service fees and commissions 94,149 43,129 505,643 – 642,921<br />
Other operating income 86,252 26,975 172,421 555,971 841,619<br />
Total operating income 1,716,366 214,423 6,217,771 865,512 9,014,072<br />
Non-cash expenses<br />
Depreciation and amortization 93,360 9,553 223,504 2,119 328,536<br />
Provision for credit and<br />
impairment losses 340,309 408,408 201,079 <strong>15</strong>9,960 1,109,756<br />
Amortization of other intangible<br />
assets 10,703 2,392 14,274 393 27,762<br />
Total non-cash expenses 444,372 420,353 438,857 162,472 1,466,054<br />
Interest expense – – 1,532,559 1,163,496 2,696,055<br />
Service fees and commissions<br />
expense 6,836 3,131 36,713 – 46,680<br />
Subtotal 6,836 3,131 1,569,272 1,163,496 2,742,735<br />
(Forward)
- 49 -<br />
2009<br />
Consumer<br />
Banking<br />
Corporate<br />
Banking<br />
Branch<br />
Banking Treasury Total<br />
Compensation and fringe benefits P=296,481 P=80,889 P=1,094,701 P=16,562 P=1,488,633<br />
Taxes and licenses 106,462 23,780 317,653 111,881 559,776<br />
Occupancy and equipment 33,104 5,727 322,910 1,129 362,870<br />
Security, messengerial and janitorial<br />
services 27,850 2,139 117,112 876 147,977<br />
Miscellaneous 238,398 35,457 629,522 14,265 917,642<br />
Subtotal 702,295 147,992 2,481,898 144,713 3,476,898<br />
Income (loss) before equity in<br />
net income of an associate and<br />
a joint venture 562,863 (357,053) 1,727,744 (605,169) 1,328,385<br />
Equity in net income of an associate<br />
and a joint venture 45,130<br />
Income before income tax 1,373,5<strong>15</strong><br />
Provision for income tax 133,501<br />
Net income<br />
P=1,240,014<br />
Segment assets P=17,<strong>15</strong>8,612 P=8,175,634 P=29,757,312 P=35,951,432 P=91,042,990<br />
Investments in an associate and<br />
a joint venture 788,310<br />
Deferred tax asset 1,256,530<br />
Total assets<br />
P=93,087,830<br />
Segment liabilities P=426,585 P=365,166 P=60,985,784 P=20,298,<strong>15</strong>6 P=82,075,691<br />
Consumer<br />
Banking<br />
Corporate<br />
Banking<br />
2008<br />
Branch<br />
Banking Treasury Total<br />
Operating Income<br />
Interest income P=1,239,707 P=145,570 P=4,721,928 P=22,402 P=6,129,607<br />
Service fees and commissions 102,197 31,060 498,202 – 631,459<br />
Other operating income 71,603 57,356 193,233 371,404 693,596<br />
Total operating income 1,413,507 233,986 5,413,363 393,806 7,454,662<br />
Non-cash expenses<br />
Depreciation and amortization 86,241 9,057 176,631 2,175 274,104<br />
Provision for credit and<br />
impairment losses 252,126 103,864 197,223 24,187 577,400<br />
Amortization of other intangible<br />
assets 11,822 2,065 12,328 536 26,751<br />
Total non-cash expenses 350,189 114,986 386,182 26,898 878,255<br />
Interest expense 1,918,395 501,714 2,420,109<br />
Service fees and commissions expense <strong>15</strong>,714 4,776 76,604 – 97,094<br />
Sub total <strong>15</strong>,714 4,776 1,994,999 501,714 2,517,203<br />
Compensation and fringe benefits 237,785 59,942 911,752 14,355 1,223,834<br />
Taxes and licenses 109,3<strong>15</strong> <strong>15</strong>,876 264,429 62,041 451,661<br />
Occupancy and equipment 22,899 4,963 278,351 1,188 307,401<br />
Security, messengerial and<br />
janitorial services 104,289 23,121 1,277 – 128,687<br />
Miscellaneous 219,381 37,301 584,034 12,973 853,689<br />
Subtotal 693,669 141,203 2,039,843 90,557 2,965,272<br />
Income (loss) before equity in net<br />
earnings of an associate 353,935 (26,979) 992,339 (225,363) 1,093,932<br />
Equity in net earnings of an associate 46,820<br />
Income before income tax 1,140,752<br />
Provision for income tax 200,600<br />
Net income<br />
P=940,<strong>15</strong>2<br />
Segment assets P=16,573,009 P=5,049,098 P=27,691,411 P=23,842,438 P=73,<strong>15</strong>5,956<br />
Investment in an associate 369,952<br />
Deferred tax asset 1,110,811<br />
Total assets<br />
P=74,636,719<br />
Segment liabilities P=387,085 P=68,309 P=53,999,038 P=11,709,563 P=66,163,995
- 50 -<br />
7. Interbank Loans Receivable and Securities Purchased Under Resale Agreements<br />
SPURA are lending to counterparties collateralized by government securities with face value<br />
amounting to P=1.0 billion and P=5.9 billion as of December 31, 2010 and 2009, respectively. The<br />
market values of the collateralized government securities amounted to P=999.2 million and<br />
P=5.7 billion as of December 31, 2010 and 2009, respectively.<br />
The Bank is not allowed to resell to third parties collateral held under SPURA.<br />
Interest income on interbank loans receivable and SPURA consists of:<br />
2010 2009 2008<br />
Interbank loans receivable P=13,031,027 P=7,3<strong>15</strong>,639 P=131,102,732<br />
SPURA 147,481,667 102,448,542 131,277,014<br />
P=160,512,694 P=109,764,181 P=262,379,746<br />
8. Fair Value Through Profit or Loss, Available-for-Sale and Held-to-Maturity Investments<br />
FVPL investments consist of the following:<br />
2010 2009<br />
HFT securities P=798,230,717 P=173,347,309<br />
ROP warrants 81,437,118 85,821,050<br />
879,667,835 259,168,359<br />
Less unrealized loss on FVPL investments 11,351,393 11,125,260<br />
P=868,316,442 P=248,043,099<br />
As of December 31, 2010 and 2009, the Bank has outstanding ROP paired warrants which give<br />
the Bank the option or right to exchange its holdings of ROP Global Bonds (Paired Bonds) into<br />
peso-denominated government securities upon occurrence of a predetermined credit event. Paired<br />
Bonds shall be risk weighted at 0.00%, provided that the 0.00% risk weight shall be applied only<br />
to the Bank’s holdings of Paired Bonds equivalent to not more than 50.00% of the total qualifying<br />
capital. Further, the Bank’s holdings of said warrants booked in the FVPL category are likewise<br />
exempted from capital charge for market risk as long as said instruments are paired with ROP<br />
Global Bonds up to a maximum of 50.00% of the total qualifying capital.<br />
On August 19, 2009, the BSP approved the Bank’s application for Type 3 Limited User Authority<br />
for plain vanilla foreign exchange (FX) forwards which is limited to outright buying or selling of<br />
FX forwards at a specific price and date in the future and do not include non-deliverable forwards.<br />
As of December 31, 2010 and 2009, the Bank has no outstanding forward buy and sell contracts.<br />
AFS investments consist of the following:<br />
2010 2009<br />
Government securities (Note 30) P=16,195,916,217 P=18,349,448,980<br />
Equity securities:<br />
Quoted 5,194,005 5,194,005<br />
Unquoted 45,239,002 45,239,002<br />
16,246,349,224 18,399,881,987<br />
Less allowance for impairment losses 46,010,167 138,510,167<br />
P=16,200,339,057 P=18,261,371,820
- 51 -<br />
On December 1, 2010, the Philippine Government, as part of its Domestic Debt Consolidation<br />
program to manage its liabilities, made an offer to owners of certain eligible bonds and to new<br />
investors (the Invitation). The Government invited owners of series of Eligible Bonds to submit<br />
offers to exchange series of Eligible bonds for New Bonds due 2020 (10-year Benchmark Bonds)<br />
or 2035 (25-year Benchmark Bonds) or to tender Eligible Bonds for cash. The Government also<br />
invited new investors to submit offers to subscribe 25-year Benchmark Bonds.<br />
The Bank participated in the bond exchange transaction and exchanged its HFT and AFS<br />
investment securities for 10-year Benchmark Bonds with a minimum coupon of 5.88% and face<br />
value of P=798.2 million at a price of 100.00% and 25-year Benchmark Bonds with a minimum<br />
coupon of 8.13% and face value of P=11.7 billion at a price of 100.00%, respectively. The Bank<br />
realized net trading gain of P=1.2 billion from the bond exchange transaction.<br />
Movements in the net unrealized gain (loss) on AFS investments follow:<br />
2010 2009<br />
Balance at beginning of year P=819,829,053 (P=677,288,505)<br />
Net gain from sale of AFS investments<br />
taken to profit or loss (2,323,447,276) (503,223,604)<br />
Changes in fair values of AFS investments 1,858,769,489 2,000,341,162<br />
(464,677,787) 1,497,117,558<br />
Balance at end of year P=355,<strong>15</strong>1,266 P=819,829,053<br />
Movements in the allowance for impairment losses on AFS investments follow:<br />
2010<br />
Quoted Unquoted Total<br />
Balance at beginning of year P=94,688,665 P=43,821,502 P=138,510,167<br />
Provisions charged to current<br />
operations – – –<br />
Reclassification (Note <strong>15</strong>) (92,500,000) – (92,500,000)<br />
Balance at end of year P=2,188,665 P=43,821,502 P=46,010,167<br />
2009<br />
Quoted Unquoted Total<br />
Balance at beginning of year P=2,188,665 P=43,821,502 P=46,010,167<br />
Provisions charged to current<br />
operations (Note <strong>15</strong>) 92,500,000 – 92,500,000<br />
Balance at end of year P=94,688,665 P=43,821,502 P=138,510,167<br />
In 2010, the Bank reclassified certain government securities with cost of P=92.5 million from<br />
AFS investments to accounts receivable. The related allowance for impairment credit losses<br />
of the same amount was also reclassified.<br />
HTM investments consist of the following:<br />
2010 2009<br />
Treasury notes (Note 29) P=5,570,500,179 P=3,129,095,361<br />
Government bonds 3,592,084,780 1,643,755,7<strong>15</strong><br />
P=9,162,584,959 P=4,772,851,076
- 52 -<br />
As of December 31, 2010 and 2009, treasury bills (classified under HTM investments) with total<br />
face value of P=50.0 million are pledged by the Bank to MBTC to secure its payroll account with<br />
MBTC (see Note 29).<br />
Interest income on investment securities consists of:<br />
2010 2009 2008<br />
AFS investments P=1,077,452,402 P=1,595,771,<strong>15</strong>4 P=762,851,508<br />
FVPL investments 38,762,928 60,178,392 35,435,937<br />
HTM investments 598,526,804 288,920,434 213,841,879<br />
P=1,714,742,134 P=1,944,869,980 P=1,012,129,324<br />
Peso-denominated AFS investments bear nominal annual interest rates ranging from 0.00% to<br />
14.00% in 2010, 2009 and 2008 while foreign currency-denominated AFS investments bear<br />
nominal annual interest rates ranging from 6.50% to 9.50% in 2010 and from 7.50% to 10.63% in<br />
2009 and 2008.<br />
Peso-denominated HTM investments bear nominal annual interest rates ranging from 4.57% to<br />
18.25% in 2010 and 2009, and from 10.75% to 18.25% in 2008 while foreign currencydenominated<br />
HTM investments bear nominal annual interest rates ranging from 6.38% to 9.50%<br />
in 2010 and 2009, and 9.00% in 2008.<br />
Trading and securities gains - net on investment securities consist of:<br />
2010 2009 2008<br />
FVPL investments:<br />
Realized (P=93,163,129) P=51,536,548 (P=12,193,420)<br />
Unrealized (793,423) (11,127,300) (18,710,369)<br />
(93,956,552) 40,409,248 (30,903,789)<br />
AFS investments 2,323,447,276 503,223,604 230,643,975<br />
P=2,229,490,724 P=543,632,852 P=199,740,186<br />
Trading gains on AFS investments represent the net gains realized and reclassified by the Bank<br />
from net unrealized gain under the equity section of the statement of condition.<br />
9. Loans and Receivables<br />
This account consists of:<br />
2010 2009<br />
Receivables from customers:<br />
Consumption loans P=27,496,864,284 P=21,577,160,469<br />
Real estate loans 17,512,923,273 <strong>15</strong>,766,884,237<br />
Commercial loans 9,711,712,998 9,499,195,319<br />
Personal loans 5,728,<strong>15</strong>0,973 5,194,328,260<br />
Bills discounted 11,792,346 12,912,847<br />
60,461,443,874 52,050,481,132<br />
Less unearned discounts 5,327,384,627 4,061,334,981<br />
55,134,059,247 47,989,146,<strong>15</strong>1<br />
(Forward)
- 53 -<br />
2010 2009<br />
Other receivables:<br />
Accrued interest receivable P=885,186,590 P=1,183,465,914<br />
Sales contract receivable 640,088,026 668,477,904<br />
Accounts receivable 521,344,187 714,635,789<br />
Unquoted debt instrument 495,610,552 495,610,552<br />
Bills purchased (Note 19) 54,332,644 134,629,291<br />
57,730,621,246 51,185,965,601<br />
Less allowance for credit losses (Note <strong>15</strong>) 4,522,986,086 3,877,727,644<br />
P=53,207,635,160 P=47,308,237,957<br />
Personal loans comprise deposit collateral loans, employee salary and consumer loan products<br />
such as Money Card, multi-purpose loan and flexi-loan.<br />
Unquoted debt instrument represents investments in convertible notes and in private bonds. The<br />
convertible notes amounting to P=95.6 million are provided with 100% allowance for credit losses<br />
as of December 31, 2010 and 2009.<br />
As of December 31, 2010, 2009 and 2008, 55.09%, 48.51% and 44.92%, respectively, of the total<br />
receivables from customers are subject to periodic interest repricing. Remaining receivables<br />
earned average annual fixed interest rates of 14.74%, <strong>15</strong>.39% and <strong>15</strong>.17% in 2010, 2009 and 2008,<br />
respectively.<br />
Interest income on loans and receivables consists of:<br />
2010 2009 2008<br />
Receivables from customers:<br />
Consumption loans P=2,260,849,552 P=1,896,953,617 P=1,749,224,772<br />
Real estate loans 1,649,959,185 1,465,738,219 1,218,544,529<br />
Personal loans 926,817,250 945,735,689 950,225,398<br />
Commercial loans 918,727,776 977,6<strong>15</strong>,675 761,248,012<br />
Bills discounted 233,354 460,547 356,631<br />
Other receivables:<br />
Sales contract receivables 65,388,714 63,606,126 65,454,924<br />
Unquoted debt instrument 50,230,846 25,957,769 –<br />
P=5,872,206,677 P=5,376,067,642 P=4,745,054,266<br />
Interest income accreted on impaired loans and receivables classified under real estate loans and<br />
commercial loans amounting to P=72.4 million, P=104.3 million and P=108.3 million in 2010, 2009<br />
and 2008, respectively.<br />
Interest income from restructured loans amounted to P=101.2 million, P=112.2 million and<br />
P=145.2 million in 2010, 2009 and 2008, respectively.<br />
On <strong>April</strong> 23, 2007, the Bank participated in a private auction to bid for the 1st batch of performing<br />
residential mortgage loan portfolio consisting of 357 accounts of Balikatan Housing Finance, Inc.<br />
(BHFI) with principal balance of P=126.8 million.<br />
On May <strong>15</strong>, 2007, BHFI selected the Bank as the successful bidder.
- 54 -<br />
On July 30, 2008 and December 12, 2008, the Bank purchased the 2nd and 3rd batch of<br />
performing residential mortgage loans from BHFI. Details of the loans purchased follow:<br />
First Sale Second Sale Third Sale<br />
Number of accounts purchased 357 643 88<br />
Principal balance of loans<br />
purchased P=126,817,101 P=247,777,405 P=35,618,314<br />
Bid Price 136,431,599 256,346,373 36,633,930<br />
As of December 31, 2010, the carrying value and fair value of the collateral loans amounted to<br />
P=260.2 million and P=144.5 million, respectively. As of December 31, 2009, the carrying value<br />
and fair value of the collateral loans amounted to P=3<strong>15</strong>.2 million and P=178.5 million,<br />
respectively.<br />
An Assignment Agreement for each portfolio was executed between BHFI (the Assignor) and<br />
the Bank (the Assignee). The Assignment Agreement contains the terms of the sale including<br />
the representations and warranties of the assignor and assignee.<br />
BSP Reporting<br />
The breakdown of loans and receivables from customers (gross of unearned discounts) as to<br />
secured and unsecured and as to type of security follows:<br />
2010 % 2009 %<br />
Secured by:<br />
Chattel P=27,496,864,284 45.48 P=21,577,160,470 41.45<br />
Real estate 21,290,164,034 35.21 19,581,311,859 37.62<br />
Deposit hold-out 198,<strong>15</strong>1,608 0.33 210,857,877 0.41<br />
48,985,179,926 81.02 41,369,330,206 79.48<br />
Unsecured 11,476,263,948 18.98 10,681,<strong>15</strong>0,926 20.52<br />
P=60,461,443,874 100.00 P=52,050,481,132 100.00<br />
Details of NPLs follow:<br />
2010 2009<br />
Unsecured P=2,392,225,160 P=1,958,506,774<br />
Secured 1,960,892,609 2,192,769,144<br />
P=4,353,117,769 P=4,<strong>15</strong>1,275,918<br />
Generally, NPLs refer to loans and receivables whose principal and/or interest is unpaid for<br />
thirty (30) days or more after due date or after they have become past due in accordance with<br />
existing BSP rules and regulations. This shall apply to loans payable in lump sum and loans<br />
payable in quarterly, semi-annual, or annual installments, in which case, the total outstanding<br />
balance thereof shall be considered nonperforming.<br />
In the case of loans and receivables that are payable in monthly installments, the total<br />
outstanding balance thereof shall be considered nonperforming when three (3) or more<br />
installments are in arrears.<br />
In the case of loans and receivables that are payable in daily, weekly, or semi-monthly<br />
installments, the total outstanding balance thereof shall be considered nonperforming at the<br />
same time that they become past due in accordance with existing BSP regulations, i.e., the<br />
entire outstanding balance of the receivable shall be considered as past due when the total<br />
amount of arrearages reaches ten percent (10%) of the total receivable balance.
- 55 -<br />
Loans and receivables are classified as nonperforming in accordance with BSP regulations, or<br />
when, in the opinion of management, collection of interest or principal is doubtful.<br />
Receivables are not reclassified as performing until interest and principal payments are<br />
brought current or the loans are restructured in accordance with existing BSP regulations, and<br />
future payments appear assured.<br />
Restructured loans and receivables which do not meet the requirements to be treated as<br />
performing receivables shall also be considered as NPLs.<br />
Current banking regulations allow banks with no unbooked valuation reserves and capital<br />
adjustments to exclude from nonperforming classification loans classified as Loss in the latest<br />
examination of the BSP which are fully covered by allowance for credit and impairment<br />
losses, provided that interest on said receivables shall not be accrued.<br />
The NPLs of the Bank not fully covered by allowance for credit losses follow:<br />
2010 2009<br />
Total NPLs P=4,353,117,769 P=4,<strong>15</strong>1,275,918<br />
NPLs fully covered by allowance for credit losses (2,737,974,312) (2,650,628,890)<br />
P=1,6<strong>15</strong>,143,457 P=1,500,647,028<br />
Restructured loans as of December 31, 2010 and 2009 amounted P=938.7 million and P=1.0<br />
billion, respectively. The Bank’s loan portfolio includes non-risk loans as defined under BSP<br />
regulation totaling P=4.0 billion and P=6.3 billion as of December 31, 2010 and 2009,<br />
respectively.<br />
Loan concentration as to economic activity follows (gross of unearned discounts):<br />
2010 % 2009 %<br />
Other community, social and personal<br />
activities P=19,332,703,363 31.98 P=16,279,744,883 31.28<br />
Real estate 17,726,774,884 29.32 14,292,466,286 27.46<br />
Wholesale and retail trade 10,739,412,101 17.76 8,796,860,213 16.90<br />
Public utilities 5,062,908,930 8.37 4,050,290,496 7.78<br />
Banks, insurance and other financial<br />
institutions 2,001,898,357 3.31 1,833,787,458 3.52<br />
Manufacturing 862,201,288 1.43 873,144,519 1.68<br />
Agriculture 614,169,127 1.01 2,266,926,621 4.35<br />
Services 585,662,677 0.97 494,440,<strong>15</strong>7 0.95<br />
Mining and quarrying <strong>15</strong>,967,948 0.03 10,601,965 0.02<br />
Others 3,519,745,199 5.82 3,<strong>15</strong>2,218,534 6.06<br />
P=60,461,443,874 100.00 P=52,050,481,132 100.00<br />
Others relates to economic activities classified as electricity, gas and water, construction,<br />
health and social work, public administration and defense, extra-territorial organization and<br />
bodies, education and fishing.<br />
Thrift banks are not covered by the loan concentration limit of 30% prescribed by the BSP.
- 56 -<br />
10. Investments in an Associate and a Joint Venture<br />
The composition of this account follows:<br />
2010 2009<br />
Investment in an associate P=458,921,659 P=393,214,989<br />
Investment in a joint venture 370,952,096 395,095,348<br />
P=829,873,755 P=788,310,337<br />
Investment in an Associate<br />
The Banks owns 2,500,000 shares of TFSPC representing 25% ownership.<br />
The following illustrates the summarized financial information of TFSPC:<br />
2010 2009<br />
Total assets<br />
P=18,775,952,714 P=13,994,948,280<br />
Total liabilities 16,936,261,946 12,422,088,320<br />
Net assets 1,839,690,768 1,572,859,960<br />
Gross revenue for the year 1,720,926,662 2,702,784,096<br />
Net income for the year 262,826,678 200,137,400<br />
Movement in this account follows:<br />
2010 2009<br />
Acquisition cost P=270,546,789 P=270,546,789<br />
Accumulated equity in net income:<br />
Balance at beginning of year 122,668,200 99,405,000<br />
Share in net income 65,706,670 50,034,350<br />
Cash dividend – (26,771,<strong>15</strong>0)<br />
Balance at end of year 188,374,870 122,668,200<br />
Carrying value P=458,921,659 P=393,214,989<br />
Investment in a Joint Venture<br />
In August 2009, the Bank entered into a joint venture agreement (JVA) with Sumitomo<br />
Corporation, Sumitomo Corporation of the Philippines and Philippine Savings Bank<br />
Retirement Fund. The objective of the parties was to establish a joint venture that will<br />
primarily engage in the business of providing financing in the form of lending and leasing<br />
services for the purchase of motorcycles. The JVA outlines the roles and responsibilities of<br />
each party, pre-incorporation activities, formation of the joint venture corporation, preemptive<br />
rights, funding and financial support of the parties, shareholders and board of<br />
directors’ matters, composition of key management personnel as nominated by the parties,<br />
pre-emptive rights and rights of first refusal.<br />
On September 11, 2009, the BSP approved the Bank’s application to form a joint venture with<br />
Sumitomo Corporation. SMFC, the joint venture company was incorporated on November<br />
26, 2009. The Bank owns 4,000,000 shares of SMFC representing 40% ownership.<br />
SMFC started its commercial operations in March 2010.
- 57 -<br />
The following illustrates the summarized financial information of the Bank’s investment in<br />
SMFC:<br />
2010 2009<br />
Share in the joint venture’s statement of financial<br />
condition:<br />
Current assets P=347,314,556 P=401,693,653<br />
Non-current assets 49,747,029 <strong>15</strong>,666,131<br />
Non-current liabilities (26,109,489) (22,264,436)<br />
Equity P=370,952,096 P=395,095,348<br />
2010 2009<br />
Share in the joint venture’s statement of income:<br />
Other income P=25,400,098 P=1,727,706<br />
Pre-operating expenses (62,506,255) (8,981,167)<br />
Loss before income tax (37,106,<strong>15</strong>7) (7,253,461)<br />
Benefit from income tax 12,962,905 2,348,809<br />
Loss for the year (P=24,143,252) (P=4,904,652)<br />
The following illustrates the summarized financial information of SMFC:<br />
2010 2009<br />
Total current assets P=868,286,391 P=1,004,234,133<br />
Non-current assets 124,367,571 39,165,328<br />
Non-current liabilities (65,273,723) (55,661,090)<br />
Total other income 63,500,245 4,319,265<br />
Pre-operating expenses (<strong>15</strong>6,265,639) (22,452,918)<br />
Benefit from income tax 32,407,263 5,872,023<br />
Movement in this account follows:<br />
2010 2009<br />
Acquisition cost P=400,000,000 P=400,000,000<br />
Accumulated share in net losses:<br />
Balance at beginning of year (4,904,652) –<br />
Share in net loss (24,143,252) (4,904,652)<br />
Balance at end of year (29,047,904) (4,904,652)<br />
Carrying value P=370,952,096 P=395,095,348<br />
The Bank has no share of any contingent liabilities of SMFC or capital commitments to SMFC as<br />
of December 31, 2010 and 2009.
- 58 -<br />
11. Property and Equipment<br />
The composition of and movements in this account follow:<br />
Land<br />
Building<br />
2010<br />
Furniture,<br />
Fixtures and<br />
Equipment<br />
Leasehold<br />
Improvements<br />
Total<br />
Cost<br />
Balance at beginning of year P=208,802,981 P=1,347,901,391 P=1,232,145,141 P=248,060,9<strong>15</strong> P=3,036,910,428<br />
Acquisitions – 67,802,500 288,045,940 40,916,681 396,765,121<br />
Disposals – – (57,001,109) (663,080) (57,664,189)<br />
Balance at end of year 208,802,981 1,4<strong>15</strong>,703,891 1,463,189,972 288,314,516 3,376,011,360<br />
Accumulated Depreciation and<br />
Amortization<br />
Balance at beginning of year – 164,690,306 733,504,557 <strong>15</strong>3,240,833 1,051,435,696<br />
Depreciation – 20,970,370 199,136,045 30,381,376 250,487,791<br />
Disposals – – (33,132560) (96,189) (33,228,749)<br />
Reclassification – 8,497,905 – (8,497,905) –<br />
Balance at end of year – 194,<strong>15</strong>8,581 899,508,042 175,028,1<strong>15</strong> 1,268,694,738<br />
Net Book Value P=208,802,981 P=1,221,545,310 P=563,681,930 P=113,286,401 P=2,107,316,622<br />
Land<br />
Building<br />
2009<br />
Furniture,<br />
Fixtures and<br />
Equipment<br />
Leasehold<br />
Improvements<br />
Total<br />
Cost<br />
Balance at beginning of year P=183,623,179 P=1,327,535,732 P=1,077,277,112 P=180,522,818 P=2,768,958,841<br />
Acquisitions 25,179,802 20,365,659 361,146,875 67,538,097 474,230,433<br />
Disposals – – (206,278,846) – (206,278,846)<br />
Balance at end of year 208,802,981 1,347,901,391 1,232,145,141 248,060,9<strong>15</strong> 3,036,910,428<br />
Accumulated Depreciation and<br />
Amortization<br />
Balance at beginning of year – 148,099,163 736,456,938 118,468,355 1,003,024,456<br />
Depreciation – 16,591,143 173,750,293 34,772,478 225,113,914<br />
Disposals – – (176,702,674) – (176,702,674)<br />
Balance at end of year – 164,690,306 733,504,557 <strong>15</strong>3,240,833 1,051,435,696<br />
Net Book Value P=208,802,981 P=1,183,211,085 P=498,640,584 P=94,820,082 P=1,985,474,732<br />
Gain on sale of property and equipment amounted to P=2.4 million, P=9.8 million and<br />
P=3.8 million in 2010, 2009 and 2008, respectively.<br />
The details of depreciation and amortization under the statements of income follow:<br />
2010 2009 2008<br />
Property and equipment P=250,487,791 P=225,113,914 P=177,707,230<br />
Investment properties (Note 12) 62,360,031 59,779,588 54,747,337<br />
Chattel mortgage properties (Note 14) 39,190,286 43,642,104 41,649,531<br />
P=352,038,108 P=328,535,606 P=274,104,098<br />
The Bank declared loss on properties arising from casualty brought about by the calamities in<br />
2009 amounting to P=4.9 million included under ‘Miscellaneous expense’.<br />
As of December 31, 2010 and 2009, property and equipment of the Bank with gross carrying<br />
amounts of P=531.9 million and P=392.0 million, respectively, is fully depreciated but still being<br />
used.
- 59 -<br />
12. Investment Properties<br />
The composition of and movements in this account follow:<br />
2010<br />
Land<br />
Building<br />
Improvements<br />
Total<br />
Cost<br />
Balance at beginning of year P=1,709,420,443 P=1,500,141,233 P=3,209,561,676<br />
Additions 300,<strong>15</strong>7,262 399,579,969 699,737,231<br />
Disposals (260,740,442) (246,713,253) (507,453,695)<br />
Balance at end of year 1,748,837,263 1,653,007,949 3,401,845,212<br />
Accumulated Depreciation<br />
Balance at beginning of year – 366,846,356 366,846,356<br />
Depreciation (Note 11) – 62,360,031 62,360,031<br />
Disposals – (53,204,299) (53,204,299)<br />
Balance at end of year – 376,002,088 376,002,088<br />
Allowance for Impairment Losses<br />
Balance at beginning of year 224,809,168 35,138,447 259,947,6<strong>15</strong><br />
Provisions for the year (Note <strong>15</strong>) 28,558,362 1,565,766 30,124,128<br />
Disposals (26,877,833) (9,659,718) (36,537,551)<br />
Balance at end of year 226,489,697 27,044,495 253,534,192<br />
Net Book Value P=1,522,347,566 P=1,249,961,366 P=2,772,308,932<br />
2009<br />
Land<br />
Building<br />
Improvements<br />
Total<br />
Cost<br />
Balance at beginning of year P=1,861,068,518 P=1,370,371,532 P=3,231,440,050<br />
Additions 271,355,783 316,318,373 587,674,<strong>15</strong>6<br />
Disposals (423,003,858) (186,548,672) (609,552,530)<br />
Balance at end of year 1,709,420,443 1,500,141,233 3,209,561,676<br />
Accumulated Depreciation<br />
Balance at beginning of year – 336,302,333 336,302,333<br />
Depreciation (Note 11) – 59,779,588 59,779,588<br />
Disposals – (29,235,565) (29,235,565)<br />
Balance at end of year – 366,846,356 366,846,356<br />
Allowance for Impairment Losses<br />
Balance at beginning of year 83,397,041 35,595,865 118,992,906<br />
Provisions for the year (Note <strong>15</strong>) 149,517,260 3,519,843 <strong>15</strong>3,037,103<br />
Disposals (8,105,133) (3,977,261) (12,082,394)<br />
Balance at end of year 224,809,168 35,138,447 259,947,6<strong>15</strong><br />
Net Book Value P=1,484,611,275 P=1,098,<strong>15</strong>6,430 P=2,582,767,705<br />
Depreciation and provision for impairment losses on investment properties amounted to<br />
54.7 million and P=51.0 million, respectively, in 2008.<br />
The details of the net book value of investment properties follow:<br />
2010 2009<br />
Real estate properties acquired in settlement of<br />
loans and receivables P=2,492,947,062 P=2,286,402,095<br />
Bank premises leased to third parties and held for<br />
capital appreciation 279,361,870 296,365,610<br />
P=2,772,308,932 P=2,582,767,705
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As of December 31, 2010 and 2009, the aggregate fair value of investment properties amounted to<br />
P=3.0 billion and P=2.7 billion, respectively.<br />
Gain on foreclosure of investment properties amounted to P=224.4 million, P=206.1 million and<br />
P=211.1 million in 2010, 2009 and 2008, respectively.<br />
Gain on sale of investment properties amounted to P=<strong>15</strong>.2 million, P=31.6 million and P=40.4 million<br />
in 2010, 2009 and 2008, respectively.<br />
Rental income on investment properties included in miscellaneous income amounted to<br />
P=61.8 million, P=52.9 million and P=53.1 million in 2010, 2009 and 2008, respectively<br />
(see Notes 23 and 25).<br />
Operating expenses incurred in maintaining investment properties amounted to P=7.5 million,<br />
P=5.2 million and P=4.6 million in 2010, 2009 and 2008, respectively.<br />
13. Goodwill and Intangible Assets<br />
This account consists of:<br />
2010 2009<br />
Goodwill P=53,558,338 P=53,558,338<br />
Intangible assets<br />
Software costs 163,002,477 120,790,777<br />
License fees 24,123,737 23,123,737<br />
187,126,214 143,914,514<br />
P=240,684,552 P=197,472,852<br />
The movements of other intangible assets follow:<br />
2010<br />
Software Costs License Fees Total<br />
Balance at beginning of year P=120,790,777 P=23,123,737 P=143,914,514<br />
Additions 83,904,411 1,000,000 84,904,411<br />
Amortization (41,692,711) – (41,692,711)<br />
Balance at end of year P=163,002,477 P=24,123,737 P=187,126,214<br />
2009<br />
Software Costs License Fees Total<br />
Balance at beginning of year P=82,634,345 P=22,323,737 P=104,958,082<br />
Additions 65,918,040 800,000 66,718,040<br />
Amortization (27,761,608) – (27,761,608)<br />
Balance at end of year P=120,790,777 P=23,123,737 P=143,914,514<br />
Amortization of software costs in 2008 amounted to P=26.8 million.
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14. Other Assets<br />
This account consists of:<br />
2010 2009<br />
Prepaid taxes on investment securities P=325,130,<strong>15</strong>3 P=104,920,294<br />
Chattel mortgage properties - net 233,529,702 180,437,602<br />
Security deposits 76,324,741 69,064,080<br />
Creditable withholding tax 55,395,096 17,116,379<br />
Other prepaid expenses 53,792,479 71,758,680<br />
Prepaid rent 32,251,010 32,383,373<br />
Documentary stamps on hand 28,203,719 32,702,233<br />
RCOCI 27,841,860 46,062,282<br />
Inter-office float items 12,844,125 8,431,511<br />
Sundry debits 11,396,210 43,714,076<br />
Stationeries and supplies on hand 8,838,714 61,954,548<br />
Prepaid insurance 8,609,272 4,712,372<br />
Deferred charges 6,450,781 9,676,172<br />
Others 3,513,037 4,113,609<br />
P=884,120,899 P=687,047,211<br />
The movements of chattel mortgage properties - net follow:<br />
2010 2009<br />
Cost<br />
Balance at beginning of year P=206,398,160 P=279,116,918<br />
Additions (Note 32) 639,569,321 498,026,288<br />
Disposals (578,778,108) (570,745,046)<br />
Balance at the end of year 267,189,373 206,398,160<br />
Accumulated Depreciation<br />
Balance at beginning of year 25,344,468 30,665,788<br />
Depreciation (Note 11) 39,190,286 43,642,104<br />
Disposals (31,491,173) (48,963,424)<br />
Balance at the end of year 33,043,581 25,344,468<br />
Allowance for Impairment Losses<br />
Balance at beginning of year 616,090 –<br />
Provisions for the year – 616,090<br />
Balance at end of the year 616,090 616,090<br />
Net Book Value P=233,529,702 P=180,437,602<br />
Loss on foreclosure of chattel mortgage properties amounted to P=108.4 million, P=92.0 million,<br />
P=60.1 million in 2010, 2009 and 2008, respectively.<br />
Gain on sale of chattel mortgage properties amounted to P=45.4 million, P=41.8 million and<br />
P=26.8 million in 2010, 2009 and 2008, respectively.
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<strong>15</strong>. Allowance for Credit and Impairment Losses<br />
Details of the provision for credit and impairment losses charged to current operations follow:<br />
2010 2009 2008<br />
Loans and receivables P=882,<strong>15</strong>8,108 P=863,603,391 P=526,352,518<br />
Investment properties (Note 12) 30,124,128 <strong>15</strong>3,037,103 51,048,109<br />
AFS investments (Note 8) – 92,500,000 –<br />
Chattel mortgage properties (Note 14) – 616,090 –<br />
P=912,282,236 P=1,109,756,584 P=577,400,627
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Changes in the allowance for credit losses on loans and receivables follow (in thousands):<br />
Receivables from Customers Other Receivables<br />
Accrued<br />
Interest Accounts Sales Contract Unquoted Debt Bills<br />
2010 Consumption Real Estate Commercial Personal Receivable Receivable Receivable Investment Purchased Total<br />
Balance at beginning of year P=568,372 P=171,341 P=682,776 P=1,725,616 P=181,371 P=4<strong>15</strong>,<strong>15</strong>7 P=31,554 P=95,611 P=5,930 P=3,877,728<br />
Provisions for the year charged against profit or<br />
loss 77,405 1,572 86,284 593,414 121,616 1,867 – – – 882,<strong>15</strong>8<br />
Reversal of allowance – – – – (35,252) (32,563) (3,552) – – (71,367)<br />
Amount written off (170,575) – – (82,831) – – – – (4,627) (258,033)<br />
Reclassification – – – – – 92,500 – – – 92,500<br />
Balance at end of year P=475,202 P=172,913 P=769,060 P=2,236,199 P=267,735 P=476,961 P=28,002 P=95,611 P=1,303 P=4,522,986<br />
Individual impairment P=– P=127,746 P=574,569 P=– P=52,409 P=178,699 P=18,313 P=95,611 P=– P=1,047,347<br />
Collective impairment 475,202 45,167 194,491 2,236,199 2<strong>15</strong>,326 298,262 9,689 – 1,303 3,475,639<br />
P=475,202 P=172,913 P=769,060 P=2,236,199 P=267,735 P=476,961 P=28,002 P=95,611 P=1,303 P=4,522,986<br />
Gross amount of loans individually impaired,<br />
before deducting any individual impairment<br />
allowance P=– P=320,827 P=1,127,174 P=– P=234,456 P=178,256 P=18,313 P=95,611 P=– P=1,974,637<br />
Receivables from Customers Other Receivables<br />
Accrued<br />
Interest Accounts Sales Contract Unquoted Debt Bills<br />
2009 Consumption Real Estate Commercial Personal Receivable Receivable Receivable Investment Purchased Total<br />
Balance at beginning of year P=428,858 P=94,<strong>15</strong>2 P= 665,280 P=1,385,048 P=89,873 P=328,530 P=31,005 P=95,611 P=5,930 P=3,124,287<br />
Provisions for the year charged against profit or<br />
loss 139,514 116,876 43,770 340,568 110,928 111,398 549 863,603<br />
Reversal of allowance – (39,687) (26,274) – (19,430) – – – – (85,391)<br />
Amount written off – – – – – (24,771) – – – (24,771)<br />
Balance at end of year P=568,372 P=171,341 P=682,776 P=1,725,616 P=181,371 P=4<strong>15</strong>,<strong>15</strong>7 P=31,554 P=95,611 P=5,930 P=3,877,728<br />
Individual impairment P=– P=123,441 P=520,657 P=– P=46,333 P=85,530 P=25,446 P=95,611 P=– P=897,018<br />
Collective impairment 568,372 47,900 162,119 1,725,616 135,038 329,627 6,108 – 5,930 2,980,710<br />
P=568,372 P=171,341 P=682,776 P=1,725,616 P=181,371 P=4<strong>15</strong>,<strong>15</strong>7 P=31,554 P=95,611 P=5,930 P=3,877,728<br />
Gross amount of loans individually impaired,<br />
before deducting any individual impairment<br />
allowance P=– P=355,344 P=1,269,563 P=– P=192,356 P=85,530 P=168,942 P=95,611 P=– P=2,167,346
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16. Deposit Liabilities<br />
As of December 31, 2010 and 2009, under existing BSP regulations, non-FCDU deposit<br />
liabilities are subject to statutory reserve of 4.00% and liquidity reserve of 2.00%. As of<br />
December 31, 2010 and 2009, the Bank is in compliance with such regulation.<br />
Available reserves follows:<br />
2010 2009<br />
Cash P=3,083,626,629 P=2,555,221,249<br />
Due from BSP 1,047,234,412 914,926,770<br />
AFS investments 1,490,060,774 1,236,249,084<br />
P=5,620,921,8<strong>15</strong> P=4,706,397,103<br />
Deposit liabilities earned average fixed interest rate of 3.29%, 3.53%, and 4.87% in 2010,<br />
2009 and 2008, respectively.<br />
17. Subordinated Notes<br />
On January 27, 2006, the Bank issued P=2.0 billion, callable Unsecured Subordinated<br />
Notes due 2016 with step-up in <strong>2011</strong> (the Notes). The issuance of the Notes under the<br />
terms approved by the BOD was approved by the BSP on December 28, 2005.<br />
Among the significant terms and conditions of the issuance of the Notes are:<br />
a. Issue price at 100% of the principal amount.<br />
b. The Notes bear interest at the rate of 10.00% per annum from and including January<br />
27, 2006 with step-up after five years. Interest shall be payable quarterly in arrears<br />
every 27th of January, <strong>April</strong>, July and October of each year, commencing <strong>April</strong> 27,<br />
2006.<br />
c. The Notes will constitute direct, unconditional and unsecured obligations of the Bank<br />
and claim in respect of the Notes shall be at all times pari passu and without any<br />
preference among themselves.<br />
d. Subject to satisfaction of certain regulatory approval requirements, the Bank may<br />
redeem all and not less than the entire outstanding Notes, at a redemption price equal<br />
to the face value of the Notes together with accrued and unpaid interest based on the<br />
interest rate.<br />
e. On January 27, <strong>2011</strong> (the Reset date), the Step-up Interest Rate will be based on a 5-<br />
year Mart1 FXTN as of Reset date multiplied by 80.00%, plus the Step-up Credit<br />
Spread on the twenty-first interest period up to the last interest period in the event that<br />
the issuer does not exercise the Call Option. The Step-up Credit Spread is equivalent<br />
to 4.28<strong>15</strong>%.<br />
As of December 31, 2010 and 2009, the Bank is in compliance with the terms and<br />
conditions upon which the subordinated notes have been issued.<br />
On October 14, 2010, the BOD of the Bank approved the option to call the Notes on<br />
January 27, <strong>2011</strong>. The request of the Bank to exercise the call option on the Note was<br />
approved by the BSP on December 10, 2010. The Bank exercised the call option on<br />
January 28, <strong>2011</strong> (see Note 33).
- 65 -<br />
The movements in subordinated notes payable follow:<br />
2010 2009<br />
Amortized cost<br />
P=1,973,881,534 P=1,970,941,621<br />
Amortization of debt issuance costs 3,259,498 2,939,913<br />
P=1,977,141,032 P=1,973,881,534<br />
18. Accrued Taxes, Interest and Other Expenses<br />
This account consists of:<br />
2010 2009<br />
Accrued interest payable P=200,096,655 P=189,492,469<br />
Accrued other taxes and licenses payable 179,253,734 85,503,262<br />
Accrued other expenses payable 752,778,952 620,027,404<br />
P=1,132,129,341 P=895,023,135<br />
Accrued other expenses payable consists of accruals for salaries and wages, fringe<br />
benefits, insurance on deposits, professional fees, advertisements and information<br />
technology expenses.<br />
19. Other Liabilities<br />
This account consists of:<br />
2010 2009<br />
Accounts payable P=676,738,250 P=636,651,703<br />
Net retirement liability (Note 24) 192,844,011 120,484,387<br />
Other credits 186,437,555 189,582,529<br />
Withholding taxes payable 55,645,940 59,832,957<br />
Bills purchased-contra (Note 9) 54,332,644 130,001,594<br />
Sundry credits 18,794,710 43,328,325<br />
Due to the Treasurer of the Philippines 6,303,446 6,332,337<br />
SSS, Medicare, ECP & HDMF premium payable 6,061,448 5,445,395<br />
Dividends payable (Note 21) – 36,037,874<br />
Due to BSP – 7,495,204<br />
Miscellaneous 65,720,627 58,218,617<br />
P=1,262,878,631 P=1,293,410,922<br />
Accounts payable includes payable to suppliers and service providers, and loan payments<br />
and other charges received from customers in advance.<br />
Other credits represent long-outstanding unclaimed balances from inactive and dormant<br />
accounts.<br />
Miscellaneous liabilities include incentives for housing loan customers that are compliant<br />
with the payment terms amounting to P=44.7 million and P=39.1 million as of December 31,<br />
2010 and 2009, respectively.
- 66 -<br />
20. Maturity Analysis of Assets and Liabilities<br />
The following table shows an analysis of assets and liabilities analyzed according to<br />
whether they are expected to be recovered or settled within one year and beyond one year<br />
from statement of condition date (in thousands):<br />
Within<br />
One Year<br />
2010 2009<br />
Beyond<br />
Within Beyond<br />
One Year Total One Year One Year<br />
Total<br />
Financial Assets<br />
Cash and other cash items P=3,163,940 P=– P=3,163,940 P=2,632,885 P=– P=2,632,885<br />
Due from BSP 2,899,592 – 2,899,592 4,937,990 – 4,937,990<br />
Due from other banks 7,520,836 – 7,520,836 1,528,848 – 1,528,848<br />
Interbank loans receivable and SPURA 3,586,560 – 3,586,560 5,900,000 – 5,900,000<br />
FVPL investments 868,316 – 868,316 248,043 – 248,043<br />
AFS investments - gross (Note 8) 16,246,349 – 16,246,349 18,399,882 – 18,399,882<br />
HTM investments – 9,162,585 9,162,585 – 4,772,851 4,772,851<br />
Loans and receivables - gross (Note 9) 11,149,148 51,908,858 63,058,006 11,065,435 44,181,866 55,247,301<br />
Other assets - gross* (Note 14) 48,169 56,384 104,553 66,887 49,025 1<strong>15</strong>,912<br />
45,482,910 61,127,827 106,610,737 44,779,970 49,003,742 93,783,712<br />
Nonfinancial Assets<br />
Investment in an associate and joint venture – 829,874 829,874 – 788,310 788,310<br />
Property and equipment - gross (Note 11) – 3,376,011 3,376,011 – 3,036,910 3,036,910<br />
Investment properties - gross (Note 12) – 3,401,845 3,401,845 – 3,209,562 3,209,562<br />
Deferred tax assets 59,809 645,552 705,361 27,510 1,229,020 1,256,530<br />
Other assets - gross** (Note 14) 770,642 250,226 1,020,868 4<strong>15</strong>,984 353,241 769,225<br />
830,451 8,503,508 9,333,959 443,494 8,617,043 9,060,537<br />
Less allowance for credit and<br />
impairment losses – – 4,823,146 – – 4,276,802<br />
Accumulated depreciation<br />
(Notes 11 and 12) – – 1,644,696 – – 1,418,282<br />
Unearned discounts (Note 9) – – 5,327,385 – – 4,061,335<br />
– – 11,795,227 – – 9,756,419<br />
P=46,313,361 P=69,631,335 P=104,149,469 P=45,223,464 P=57,620,785 P=93,087,830<br />
* Others assets under financial assets comprise of petty cash fund, shortages, RCOCI and security deposits.<br />
** Other assets under nonfinancial assets comprise of inter-office float items, prepaid expenses, stationery and supplies<br />
on hand, sundry debits, documentary stamps on hand, deferred charges, postages stamps, chattel mortgage properties,<br />
goodwill and intangible assets.<br />
Within<br />
One Year<br />
2010 2009<br />
Beyond<br />
Within Beyond<br />
One Year Total One Year One Year<br />
Total<br />
Financial Liabilities<br />
Deposit liabilities P=73,074,011 P=14,444,798 P=87,518,809 P=65,362,751 P=12,027,460 P=77,390,211<br />
Subordinated notes 1,977,141 – 1,977,141 – 1,973,882 1,973,882<br />
Treasurer’s, cashier’s and manager’s checks 649,434 – 649,434 505,738 – 505,738<br />
Accrued other expenses payable 752,779 – 752,779 620,027 – 620,027<br />
Accrued interest payable 200,097 – 200,097 189,492 – 189,492<br />
Other liabilities<br />
Accounts payable 676,738 – 676,738 636,652 – 636,652<br />
Other credits – 186,438 186,438 – 189,583 189,583<br />
Bills purchased-contra 54,333 – 54,333 130,002 – 130,002<br />
Due to BSP – – – 7,495 – 7,495<br />
Dividends payable – – – 36,038 – 36,038<br />
Due to Treasurer of the Philippines – 6,303 6,303 – 6,332 6,332<br />
Deposits for keys 1,040 – 1,040 1,132 – 1,132<br />
Others* 1,764 – 1,764 2,412 – 2,412<br />
77,387,337 14,637,539 92,024,876 67,491,739 14,197,257 81,688,996<br />
Nonfinancial Liabilities<br />
Accrued other taxes and licenses payable 179,254 – 179,254 85,503 – 85,503<br />
Accrued income tax payable – – – 17,426 – 17,426<br />
Other liabilities** 7,3<strong>15</strong> 328,947 336,262 108,607 175,<strong>15</strong>9 283,766<br />
186,569 328,947 5<strong>15</strong>,516 211,536 175,<strong>15</strong>9 386,695<br />
P=77,573,906 P=14,966,486 P=92,540,392 P=67,703,275 P=14,372,416 P=82,075,691<br />
* Others under financial liabilities comprise of payment orders payable and overages.<br />
** Other liabilities under nonfinancial liabilities comprise of advance rentals on bank premises, sundry credits,<br />
withholding taxes, SSS, Medicare, ECP & HDMF premium payable, net retirement liability, and miscellaneous<br />
liabilities.
- 67 -<br />
21. Equity<br />
Issued Capital<br />
The Bank’s capital stock consists of:<br />
2010 2009<br />
Shares Amount Shares Amount<br />
Authorized common stock - P=10 par value 425,000,000 P=4,250,000,000 425,000,000 P=4,250,000,000<br />
Issued and outstanding<br />
Balance at beginning and end of year (Note 28) 240,252,491 P=2,402,524,910 240,252,491 P=2,402,524,910<br />
Dividends Paid and Proposed<br />
Details of the Bank’s dividend distributions as approved by the Bank’s BOD and the BSP<br />
follow:<br />
Cash Dividends<br />
Date of declaration Per share Total amount Date of BSP approval Record date Payment date<br />
December 19, 2007 0.<strong>15</strong> P=36,037,874 February 07, 2008 February 27, 2008 March 7, 2008<br />
February 13, 2008 0.<strong>15</strong> 36,037,874 May 19, 2008 June 05, 2008 June 16, 2008<br />
<strong>April</strong> 29, 2008 0.<strong>15</strong> 36,037,874 July 16, 2008 August 5, 2008 August 20, 2008<br />
July 21, 2008 0.<strong>15</strong> 36,037,874 September 11, 2008 October 13, 2008 October 27, 2008<br />
October 28, 2008 0.<strong>15</strong> 36,037,874 March 6, 2009 March 26, 2009 <strong>April</strong> <strong>15</strong>, 2009<br />
January 20, 2009 0.<strong>15</strong> 36,037,874 June 29, 2009 July 23, 2009 August 7, 2009<br />
May 18, 2009 0.<strong>15</strong> 36,037,874 August 17, 2009 September <strong>15</strong>, 2009 September 30, 2009<br />
July 28, 2009 0.<strong>15</strong> 36,037,874 October 20, 2009 November 13, 2009 December 1, 2009<br />
October 13, 2009 0.<strong>15</strong> 36,037,874 December <strong>15</strong>, 2009 January 14, 2010 January 28, 2010<br />
January 19, 2010 0.<strong>15</strong> 36,037,874 March 8, 2010 March 31, 2010 <strong>April</strong> 16, 2010<br />
February 19, 2010 2.75 660,694,350 <strong>April</strong> 22, 2010 May 17, 2010 May 31, 2010<br />
May 17, 2010 0.<strong>15</strong> 36,037,874 June <strong>15</strong>, 2010 July 13, 2010 August 3, 2010<br />
July 27, 2010 0.<strong>15</strong> 36,037,874 September 6, 2010 September 29, 2010 October 14, 2010<br />
October 14, 2010 0.<strong>15</strong> 36,037,874 November <strong>15</strong>, 2010 December 8, 2010 December 23, 2010<br />
January 20, <strong>2011</strong> 0.<strong>15</strong> 36,037,874<br />
On January 20, <strong>2011</strong>, the BOD of the Bank declared a 1.50% regular cash dividend for<br />
the fourth quarter of 2010 amounting to P=36.04 million or P=0.<strong>15</strong> per share on which the<br />
Bank is awaiting for the approval of BSP.<br />
Capital Management<br />
The primary objectives of the Bank’s capital management are to ensure that the Bank<br />
complies with externally imposed capital requirements, as mandated by the BSP, and that<br />
the Bank maintains healthy capital ratios in order to support its business and maximize<br />
returns for its shareholders. The Bank considers its paid in capital and surplus as its<br />
capital.<br />
The Bank manages its capital structure and makes adjustments in the light of changes in<br />
economic conditions and the risk characteristic of its activities. In order to maintain or<br />
adjust the capital structure, the Bank may adjust the amount of dividend payment to<br />
shareholders or issue capital securities. The major activities in this area include the<br />
following:<br />
• On March 2, 2005, the Bank’s BOD approved an amendment to the Bank’s Dividend<br />
Policy which provides for an annual regular cash dividend of 6.00% of the par value<br />
of the total capital stock payable quarterly at the rate of 1.50% or P=0.<strong>15</strong> per share<br />
payable not later than March 31, June 30, September 30 and December 31 of each<br />
year.<br />
• The Bank has issued additional common shares for its qualified stockholders in 2008<br />
and 2006 through stock rights offerings that raised P=2.0 billion and P=750.0 million in<br />
capital, respectively.
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Regulatory Capital<br />
Under Section 9 of the Thrift Banks Act, the combined capital accounts of each bank<br />
should not be less than an amount equal to 10.00% of its risk assets. Risk assets consist<br />
of total assets after exclusion of cash on hand, due from BSP, loans covered by hold out<br />
or assignment of deposits, loans or acceptances under letters of credit to the extent<br />
covered by margin deposits and other non-risk items as determined by the Monetary<br />
Board.<br />
On June 2, 2006, the Monetary Board of the BSP approved major revisions to the riskbased<br />
capital adequacy framework which took effect on July 1, 2007, to align the existing<br />
Basel I-compliant framework with the new Basel II standards. As approved, the BSP<br />
decided to maintain the present minimum overall capital adequacy ratio (CAR) of banks<br />
and quasi-banks at 10.00%. However, consistent with Basel II recommendations, it<br />
approved major methodological revisions to the calculation of minimum capital that<br />
universal banks, commercial banks and their subsidiary banks and quasi-banks should<br />
hold against actual credit risk exposures.<br />
The guidelines for allocating minimum capital to cover market risk was also amended to<br />
some extent, primarily to align specific market risk charges on trading book assets with<br />
the revised credit risk exposure guidelines. A completely new feature is the introduction<br />
of bank capital charge for operational risk. The required disclosures to the public of bank<br />
capital structure and risk exposures are also enhanced to promote greater market<br />
discipline in line with the so-called Pillar 3 of the Basel II recommendations.<br />
The determination of the Bank’s compliance with regulatory requirements and ratios is<br />
based on the amount of the Bank’s “unimpaired capital” (regulatory net worth) as<br />
reported to the BSP, which is determined on the basis of regulatory accounting practices<br />
which differ from PFRS in some respects.<br />
The Bank complied with all externally imposed capital requirement throughout the<br />
period.<br />
The table below shows the Bank’s CAR as of December 31, 2010 and 2009 as reported to<br />
the BSP (in millions).<br />
2010 2009<br />
Tier 1 capital P=9,960 P=9,433<br />
Tier 2 capital 2,506 2,397<br />
Gross qualifying capital 12,466 11,830<br />
Less required deductions 1,844 2,489<br />
Total qualifying capital P=10,622 P=9,341<br />
Risk weighted assets P=69,091 P=64,693<br />
Tier 1 capital adequacy ratio 12.35% 11.34%<br />
Capital adequacy ratio <strong>15</strong>.37% 14.44%<br />
Regulatory capital consists of Tier 1 capital, which comprises capital stock, surplus,<br />
surplus reserves, cumulative translation adjustment and net unrealized losses on AFS<br />
investments. Certain adjustments are made to PFRS-based results and reserves, as<br />
prescribed by the BSP. The other component of regulatory capital is Tier 2 capital, which<br />
is comprised of the Bank’s subordinated notes. Certain items are deducted from the<br />
regulatory Gross Qualifying Capital, such as but not limited to equity investments in<br />
financial allied undertakings, but excluding insurance companies (for solo basis);<br />
investments in debt capital instruments of unconsolidated subsidiary banks (for solo<br />
basis); equity investments in subsidiary insurance companies and subsidiary non-financial<br />
allied undertakings; and reciprocal investments in equity of other banks/enterprises.
- 69 -<br />
Risk-weighted assets are determined by assigning defined risk weights to amounts of onstatement<br />
of condition exposures and to the credit equivalent amounts of off-statement of<br />
condition exposures. Certain items are deducted from risk-weighted assets, such as the<br />
excess of general loan loss provision over the amount permitted to be included in Tier 2<br />
capital.<br />
The issuance of BSP Circular No. 639 covering the Internal Capital Adequacy<br />
Assessment Process (ICAAP) in 2009 supplements the BSP’s risk-based capital adequacy<br />
framework under Circular No. 538. In compliance with this new circular, the Metrobank<br />
Group has adopted and developed its ICAAP framework to ensure that appropriate level<br />
and quality of capital are maintained by the Group. Under this framework, the assessment<br />
of risks extends beyond the Pillar 1 set of credit, market and operational risks and onto<br />
other risks deemed material by the Group. The level and structure of capital are assessed<br />
and determined in light of the Group’s business environment, plans, performance, risks<br />
and budget; as well as regulatory edicts. The Bank follows the Group’s ICAAP<br />
framework and submits the result of its assessment to the Parent Company. The BSP<br />
requires submission of an ICAAP document on a group-wide basis every January 31. The<br />
Group through the Parent Company has complied with the submission deadline of the<br />
first final ICAAP document.<br />
Financial Performance<br />
The following basic ratios measure the financial performance of the Bank:<br />
2010 2009 2008<br />
Return on average equity <strong>15</strong>.99% 12.73% 12.47%<br />
Return on average assets 1.83% 1.48% 1.31%<br />
Net interest margin on average earning assets 5.57% 6.43% 5.75%<br />
22. Net Service Fees and Commission Income<br />
This account consists of:<br />
2010 2009 2008<br />
Service Fees and Commission Income<br />
Deposit related and other fees received P=381,902,596 P=293,022,473 P=4<strong>15</strong>,242,909<br />
Credit related fees and commissions 369,748,426 345,031,112 206,609,207<br />
Trust fees 6,977,608 4,867,453 9,606,888<br />
758,628,630 642,921,038 631,459,004<br />
Service Fees and Commission Expense<br />
Commissions 54,734,353 41,041,024 93,337,094<br />
Brokerage 12,212,795 5,638,657 3,756,650<br />
66,947,148 46,679,681 97,093,744<br />
Net Service Fees and Commission Income P=691,681,482 P=596,241,357 P=534,365,260<br />
23. Miscellaneous Income<br />
This account consists of:<br />
2010 2009 2008<br />
Rent (Notes 12 and 25) P=64,271,909 P=55,586,122 P=56,000,310<br />
Insurance commission income 20,<strong>15</strong>8,376 5,739,049 8,389,706<br />
Others 24,519,537 26,958,795 18,839,038<br />
P=108,949,822 P=88,283,966 P=83,229,054
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Rent income arises from the lease of properties and safety deposit boxes of the Bank.<br />
Others include income from recovery of charged-off assets, dividend income and other<br />
miscellaneous income.<br />
24. Retirement Benefits<br />
The Bank has a funded, noncontributory defined benefit plan covering substantially all of<br />
its employees. The benefits are based on years of service and final compensation.<br />
The retirement expense amount included in ‘Compensation and fringe benefits’ in the<br />
statements of income follows:<br />
2010 2009<br />
Current service cost P=61,963,347 P=5,212,147<br />
Interest cost 54,098,714 120,375,419<br />
Expected return on plan assets (41,426,599) (18,553,880)<br />
Net actuarial gain recognized during the year (2,275,838) (61,607)<br />
Net retirement expense P=72,359,624 P=106,972,079<br />
The amount of net retirement liability recognized in the statements of condition under<br />
‘Other liabilities’ follow:<br />
2010 2009<br />
Present value of defined benefit obligation P=647,032,949 P=512,298,428<br />
Fair value of plan assets (Note 29) 556,233,035 490,836,483<br />
Deficit 90,799,914 21,461,945<br />
Unrecognized actuarial gains 102,044,097 99,022,442<br />
Net retirement liability P=192,844,011 P=120,484,387<br />
The movements in net retirement liability recognized in the statements of condition<br />
follow:<br />
2010 2009<br />
Balance at beginning of year P=120,484,387 P=81,512,308<br />
Retirement expense 72,359,624 106,972,079<br />
Contributions – (68,000,000)<br />
Balance at end of year P=192,844,011 P=120,484,387<br />
Changes in the present value of the defined benefit obligation are as follow:<br />
2010 2009<br />
Balance at beginning of year P=512,298,428 P=354,045,351<br />
Current service cost 61,963,347 5,212,147<br />
Interest cost 54,098,714 120,375,419<br />
Benefits paid (16,290,008) (36,580,421)<br />
Actuarial loss 34,962,468 69,245,932<br />
Balance at end of year P=647,032,949 P=512,298,428
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Changes in the fair value of plan assets are as follow:<br />
2010 2009<br />
Balance at beginning of year P=490,836,483 P=309,231,332<br />
Expected return 41,426,599 18,553,880<br />
Contributions – 68,000,000<br />
Benefits paid (16,290,008) (36,580,421)<br />
Actuarial gains 40,259,961 131,631,692<br />
Balance at end of year P=556,233,035 P=490,836,483<br />
The actual return on plan assets amounted to P=81.69 million and P=<strong>15</strong>0.2 million in 2010<br />
and 2009, respectively.<br />
The movements in unrecognized actuarial gains are as follow:<br />
2010 2009<br />
Balance at beginning of year P=99,022,442 P=36,698,289<br />
Actuarial losses for the year - obligation (34,962,468) (69,245,932)<br />
Actuarial gains for the year - plan assets 40,259,961 131,631,692<br />
Actuarial gains recognized (2,275,838) (61,607)<br />
Balance at end of year P=102,044,097 P=99,022,442<br />
The Bank expects to contribute P=<strong>15</strong>5.5 million to its noncontributory defined benefit plan<br />
in <strong>2011</strong>. The major categories of plan assets as a percentage of the fair value of total plan<br />
assets are as follow:<br />
2010 2009<br />
Equity instruments 90.4% 95.77%<br />
Other assets 9.6% 4.23%<br />
Other assets include investment in savings and time deposits, and accrued interest<br />
receivable.<br />
The following table shows the aggregate fair value of equity instruments included in the<br />
plan assets:<br />
2010 2009<br />
Bank’s shares P=310,595,481 P=274,802,678<br />
SMFC 100,000,000 100,000,000<br />
Other listed companies 89,239,280 95,3<strong>15</strong>,300<br />
P=499,834,761 P=470,117,978<br />
The principal actuarial assumptions used in determining retirement liability as of January<br />
1, 2010 and 2009 are shown below:<br />
2010 2009<br />
Average remaining working life 21 21<br />
Discount rate 10.56% 34.00%<br />
Expected rate of return on assets 8.44% 6.00%<br />
Future salary increases 8.00% 10.00%
- 72 -<br />
The overall expected rate of return on assets is determined based on market prices<br />
prevailing on the date of the valuation, applicable to the period over which the obligation<br />
is to be settled.<br />
As of December 31, 2010, the discount rate used in determining retirement obligation is<br />
11.16%. There has been a widening spread between the rates of return on risk-free fixed<br />
income securities and the rates of return on high quality fixed-income securities that<br />
reflect credit or risk premiums in 2008. This increased spread has resulted in higher<br />
yields-to-maturity and, accordingly, higher discount rates.<br />
Information on the Bank’s retirement plan for the current and previous years follows:<br />
2010 2009 2008 2007 2006<br />
Present value of unfunded obligation P=647,032,949 P=512,298,428 P=354,045,351 P=433,309,127 P=489,386,549<br />
Fair value of plan assets (556,233,035) (490,836,483) (309,231,332) (385,586,980) (296,707,051)<br />
Deficit 90,799,914 21,461,945 44,814,019 47,722,147 192,679,498<br />
Experience adjustments on plan liabilities 21,694,823 (29,041,046) (54,<strong>15</strong>1,522) (23,289,277) 8,250,112<br />
Experience adjustments on plan assets 40,259,961 131,631,692 (<strong>15</strong>9,193,210) 50,211,854 31,118,332<br />
25. Leases<br />
The Bank leases the premises occupied by its branches for periods ranging from 1 to 20<br />
years renewable under certain terms and conditions. Various lease contracts include<br />
escalation clauses, most of which bear an annual rent increase of 10.00%. Rentals<br />
charged against profit or loss<br />
under these lease contracts amounting to P=293.2 million in 2010, P=261.8 million in 2009<br />
and<br />
P=209.5 million in 2008 are shown under ‘Occupancy and equipment-related costs’ in the<br />
statements of income.<br />
Future minimum rentals payable under non-cancelable operating leases are as follow:<br />
2010 2009<br />
Within one year P=213,444,471 P=198,766,942<br />
After one year but not more than five years 529,572,538 497,656,000<br />
More than five years 304,859,316 274,637,504<br />
P=1,047,876,325 P=971,060,446<br />
The Bank entered into commercial property leases on its surplus office space. These noncancelable<br />
leases have remaining non-cancelable lease terms between 1 and 5 years. As<br />
of December 31, 2010 and 2009, there is no contingent rental income. Rent income of the<br />
Bank related to these property leases amounting to P=61.8 million in 2010, P=52.9 million<br />
in 2009 and P=53.1 million in 2008 are shown under ‘Miscellaneous income’ in the<br />
statements of income.<br />
Future minimum rentals receivable under non-cancelable operating leases are as follow:<br />
2010 2009<br />
Within one year P=61,416,868 P=57,933,061<br />
After one year but not more than five years 111,983,488 173,758,668<br />
P=173,400,356 P=231,691,729
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26. Miscellaneous Expenses<br />
This account consists of:<br />
2010 2009 2008<br />
Insurance P=195,235,643 P=<strong>15</strong>8,506,606 P=195,557,385<br />
Advertising <strong>15</strong>5,924,174 100,586,400 122,464,960<br />
Information technology 141,207,719 110,418,684 95,608,286<br />
Litigation 1<strong>15</strong>,923,187 123,384,434 104,091,093<br />
Communications 111,5<strong>15</strong>,834 100,864,563 86,169,131<br />
Stationery and supplies 111,403,081 31,<strong>15</strong>9,010 23,798,870<br />
Transportation and traveling 75,311,632 59,416,287 45,397,237<br />
Repairs and maintenance 70,140,352 55,149,320 37,439,332<br />
Management and professional fees 41,200,354 55,108,460 41,357,364<br />
Banking activities expenses 25,028,402 5,628,722 7,317,428<br />
Donations and charitable contributions 22,442,565 12,179,450 10,937,663<br />
Fines, penalties and other charges 21,937,212 20,952,591 1,114,661<br />
Supervision and examination fees 17,652,078 26,432,612 23,435,135<br />
Training and seminars <strong>15</strong>,957,749 11,175,319 10,177,282<br />
Membership fees and dues 7,436,067 5,341,052 4,347,683<br />
Rewards and incentives 7,273,273 5,026,581 5,740,739<br />
Entertainment, amusement and recreation<br />
(EAR) (Note 27) 3,617,682 2,328,921 1,521,350<br />
Meeting allowance 2,729,876 3,265,093 3,148,445<br />
Others 70,990,702 30,718,089 34,064,597<br />
P=1,212,927,582 P=917,642,194 P=853,688,641<br />
Insurance expense includes premiums paid to the Philippine Deposit Insurance<br />
Corporation amounting to P=172.1 million, P=132.2 million and P=107.4 million in 2010,<br />
2009 and 2008, respectively.<br />
Other expenses include sponsorship expenses, home free loan expenses, appraisal fees<br />
and notarial fees. In 2010 and 2009, other expenses include payments to union members<br />
amounting to P=9.25 million and P=6.72 million, respectively, for the successful completion<br />
of the collective bargaining agreement, while there is no payment made to union members<br />
in 2008.<br />
27. Income and Other Taxes<br />
Under Philippine tax laws, the Bank is subject to percentage and other taxes (presented as<br />
‘Taxes and licenses’ in the statement of income) as well as income taxes. Percentage and<br />
other taxes paid consist principally of gross receipts tax (GRT) and documentary stamps<br />
taxes (DST).<br />
Income taxes include corporate income tax, discussed below, and final taxes paid at the<br />
rate of 20.00%, which is a final withholding tax on gross interest income from<br />
government securities, and other deposit substitutes.<br />
Current tax regulations provide that the RCIT rate shall be 35.00% until December 31,<br />
2008. Starting January 1, 2009, the RCIT rate shall be 30.00%. The interest allowed as a<br />
deductible expense is reduced by 42.00% of interest income subjected to final tax under<br />
the 35.00% corporate tax regime and 33.00% under the 30.00% corporate tax regime.
- 74 -<br />
RA No. 9504, An Act Amending National Internal Revenue Code, provides that starting<br />
July 1, 2008, the optional standards deduction (OSD) equivalent to 40.00% of gross<br />
income may be claimed as an alternative deduction in computing for the RCIT. The Bank<br />
elected to claim itemized expense deductions instead of the OSD in computing for the<br />
RCIT in 2010 and 2009.<br />
Current tax regulations also provide for the ceiling on the amount of EAR expense that<br />
can be claimed as a deduction against taxable income. Under the regulations, EAR<br />
expense allowed as a deductible expense for a service company is limited to the actual<br />
EAR paid or incurred but not to exceed 1.00% of net revenue. The regulations also<br />
provide for MCIT of 2.00% on modified gross income and allow a NOLCO. The MCIT<br />
and NOLCO may be applied against the Bank’s income tax liability and taxable income,<br />
respectively, over a three-year period from the year of inception.<br />
FCDU offshore income (income from non-residents) is tax-exempt while gross onshore<br />
income (income from residents) is subject to 10.00% income tax. In addition, interest<br />
income on deposit placements with other FCDUs and offshore banking units (OBUs) is<br />
taxed at 7.50%.<br />
Under current tax regulation, the income derived by the FCDU from foreign currency<br />
transactions with non-residents, OBUs, local commercial banks, including branches of<br />
foreign banks, is tax-exempt while interest income on foreign currency loans from<br />
residents other than OBUs or other depository banks under the expanded system is subject<br />
to 10.00% income tax.<br />
Provision for (benefit from) income tax consists of:<br />
2010 2009 2008<br />
Current:<br />
Final tax P=293,911,402 P=216,7<strong>15</strong>,098 P=109,842,912<br />
RCIT/MCIT 69,561,338 62,504,782 46,721,314<br />
363,472,740 279,219,880 <strong>15</strong>6,564,226<br />
Deferred 481,607,494 (145,718,829) 44,036,634<br />
P=845,080,234 P=133,501,051 P=200,600,860<br />
Net deferred tax asset consists of:<br />
2010 2009<br />
Deferred tax asset on:<br />
Allowance for credit and impairment losses P=798,540,262 P=1,268,692,219<br />
Carryforward benefits of MCIT 59,809,450 129,370,788<br />
Net pension liability 57,853,203 36,145,316<br />
Accumulated depreciation on investment<br />
properties 50,196,685 52,551,088<br />
Accrued rent 38,408,448 35,138,839<br />
Unamortized pension cost contribution 20,294,967 26,977,585<br />
Unrealized foreign exchange loss 4,598,296 1,847,548<br />
1,029,701,311 1,550,723,383<br />
Deferred tax liability on:<br />
Net unrealized gain on investment properties (256,132,063) (239,226,809)<br />
Accretion of interest on impaired loans (68,208,031) (54,966,525)<br />
(324,340,094) (294,193,334)<br />
P=705,361,217 P=1,256,530,049
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As of December 31, 2010, the Bank did not recognize deferred tax asset from its<br />
allowance for credit losses amounting to P=635.3 million.<br />
In 2009, the Bank’s MCIT and RCIT amounted to P=62.5 million and P=7.4 million,<br />
respectively, resulting in an excess MCIT of P=55.1 million.<br />
Details of the Bank’s excess MCIT follow:<br />
Inception Year Amount Applied/Expired Balance Expiry Year<br />
2007 P=27,510,337 P=27,510,337 P=– 2010<br />
2008 46,721,314 42,051,001 4,670,313 <strong>2011</strong><br />
2009 55,139,137 – 55,139,137 2012<br />
P=129,370,788 P=69,561,338 P=59,809,450<br />
As of December 31, 2010, the Bank had already applied P=69.6 million of its excess MCIT<br />
against its RCIT due.<br />
The reconciliation between the statutory income tax and effective income tax follows:<br />
2010 2009 2008<br />
Statutory income tax P=795,959 P=412,055 P=399,263<br />
Tax effect of:<br />
FCDU Income (167,694) (183,502) (37,927)<br />
Tax-paid and tax-exempt income (621,778) (190,877) (314,381)<br />
Nondeductible expenses 168,141 95,825 74,375<br />
Effect of deferred income tax 670,452 – 79,271<br />
Effective income tax P=845,080 P=133,501 P=200,601<br />
28. Earnings Per Share<br />
The following table presents information used to calculate basic Earnings Per Share<br />
(EPS):<br />
2010 2009 2008<br />
a. Net income P=1,808,1<strong>15</strong>,339 P=1,240,014,416 P=940,<strong>15</strong>1,593<br />
b. Weighted average number<br />
of common shares for basic<br />
earnings per share 240,252,491 240,252,491 236,306,590<br />
c. Basic/Diluted EPS (a/b) P=7.53 P=5.16 P=3.98<br />
As of December 31, 2010, there were no potential common shares with dilutive effect on<br />
the basic EPS of the Bank.<br />
29. Related Party Transactions<br />
Parties are considered to be related if one party has the ability, directly or indirectly, to<br />
control the other party or exercise significant influence over the other party in making<br />
financial and operating decisions. Corporate entities are also considered to be related if<br />
they are subjected to common control or common significant influence. Transactions<br />
between related parties are based on terms similar of those offered to non-related parties.
- 76 -<br />
In the ordinary course of business, the Bank has loans and other transactions with its<br />
affiliates, and with certain DOSRI. Under the Bank's policy, these loans and other<br />
transactions are made substantially on the same terms as with other individuals and<br />
businesses of comparable risks. The General Banking Law limits the amount of direct<br />
credit accommodations to DOSRI, 70.00% of which must be secured and should not<br />
exceed the total of their respective deposits and book value of their respective investments<br />
in the Bank. In the aggregate, loans to DOSRI generally should not exceed the lower of<br />
the Bank's total equity or <strong>15</strong>.00% of the Bank's total loan portfolio.<br />
BSP Circular No. 423 dated March <strong>15</strong>, 2004 amended the definition of DOSRI accounts.<br />
The following table shows information relating to the loans, other credit accommodations<br />
and guarantees classified as DOSRI accounts under regulations existing prior to said<br />
circular and new DOSRI loans and other credit accommodations granted under said<br />
circular as of December 31, 2010 and 2009:<br />
2010 2009<br />
Total outstanding DOSRI accounts P=2,996,655,559 P=1,740,885,192<br />
Percent of DOSRI accounts granted under<br />
regulations existing prior to BSP Circular<br />
No. 423 to total loans 4.96% 3.34%<br />
Percent of new DOSRI accounts granted under BSP<br />
Circular No. 423 to total loans – –<br />
Percent of unsecured DOSRI accounts to total<br />
DOSRI accounts 9.68% <strong>15</strong>.29%<br />
Percent of past due DOSRI accounts to total<br />
DOSRI accounts 19.83% 34.70%<br />
Percent of nonperforming DOSRI accounts to<br />
total DOSRI accounts 19.83% 34.70%<br />
As of December 31, 2010 and 2009, the Bank has no loans, other credit accommodations<br />
and guarantees, as well as availments of previously approved loans and committed credit<br />
lines not considered DOSRI accounts prior to the issuance of said circular but are allowed<br />
a transition period of two years from the effectivity of the said circular until said circular<br />
or said loan, other credit accommodations and guarantees become past due, or are<br />
extended, renewed or restructured, whichever comes later.<br />
On January 31, 2007, BSP Circular No. 560 was issued providing the rules and<br />
regulations that govern loans, other credit accommodations and guarantees granted to<br />
subsidiaries and affiliates of banks and quasi-banks. Under the said circular, the total<br />
outstanding exposures to each of the bank's subsidiaries and affiliates shall not exceed<br />
10.00% of bank's net worth, the unsecured portion of which shall not exceed 5.00% of<br />
such net worth. Further, the total outstanding exposures to subsidiaries and affiliates shall<br />
not exceed 20.00% of the net worth of the lending bank. BSP Circular No. 560 became<br />
effective February <strong>15</strong>, 2007.<br />
Total interest income from DOSRI loans amounted to P=63.6 million, P=60.8 million and<br />
P=63.2 million in 2010, 2009 and 2008, respectively.
- 77 -<br />
The following table shows the other related party transactions included in the financial<br />
statements (in thousands):<br />
Elements of Transaction<br />
Statements of Condition Statements of Income<br />
Related Party Relationship Nature of Transaction 2010 2009 2010 2009 2008<br />
MBTC Parent Company Due from other banks P=2,179,284 P=830,688<br />
Interest income P=2,300 P=5,244 P=97,780<br />
Interest expense 1,427 4,851 17,450<br />
TFSPC Associate Investment in an<br />
associate 458,922 393,2<strong>15</strong><br />
Share in net earnings of<br />
an associate 65,707 50,034 46,821<br />
SMFC Joint venture Investment in a joint<br />
venture 370,952 395,095<br />
Accounts receivable – 27,675<br />
Share in net loss of<br />
a joint venture (24,143) (4,905) –<br />
Deposit liabilities include deposits of related parties amounting to P=2.3 billion in 2010<br />
and P=4.0 billion in 2009. The related interest expense from these deposits amounted to P=<br />
32.2 million, P=4.4 million and P=17.3 million in 2010, 2009 and 2008, respectively.<br />
The total assets of the retirement fund of employees amounting to P=556.2 million and<br />
P=490.8 million as of December 31, 2010 and 2009, respectively, is being managed by the<br />
Bank’s Trust Department (see Note 30).<br />
For the years ended December 31, 2010, 2009 and 2008, HFT and AFS investment<br />
securities transactions with related parties include outright purchases totaling to P=9.6<br />
billion, P=<strong>15</strong>.9 billion and P=12.6 billion, respectively, and outright sales totaling to P=12.7<br />
billion, P=17.0 billion and P=35.8 billion, respectively.<br />
Compensation of key management personnel (covering assistant vice presidents and up)<br />
included under ‘Compensation and fringe benefits’ in the statements of income follows:<br />
2010 2009<br />
Short-term employee benefits P=171,664,182 P=<strong>15</strong>1,067,<strong>15</strong>2<br />
Post-employment pension benefits 2,890,081 2,742,364<br />
P=174,554,263 P=<strong>15</strong>3,809,516<br />
Short-term employee benefits include salaries and other non-monetary benefits.<br />
As of December 31, 2010 and 2009, treasury bills (classified under HTM investments)<br />
with total face value of P=50.0 million are pledged by the Bank to MBTC to secure its<br />
payroll account with MBTC. As of December 31, 2010 and 2009, MBTC has assigned to<br />
the Bank, government securities with total face value of P=3.0 billion and P=1.5 billion,<br />
respectively, to secure the Bank’s deposits to MBTC.
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30. Trust Operations<br />
Securities and other resources held by the Bank in fiduciary or agency capacity for its<br />
customers are not included in the accompanying statements of condition since these are<br />
not assets of the Bank.<br />
In connection with the trust functions of the Bank, government securities (classified under<br />
AFS investments) with face value of P=30.0 million and P=51.5 million as of December 31,<br />
2010 and 2009, respectively, are deposited with the BSP in compliance with trust<br />
regulations.<br />
Additionally, at least 10.00% of the Bank’s net profit resulting from the operations of the<br />
Bank’s Trust Department is appropriated to surplus reserve until such reserve for trust<br />
functions amounts to 20.00% of the Bank’s regulatory capital. No part of such surplus<br />
reserve shall at any time be paid out in dividends, but losses accruing in the course of its<br />
trust business may be charged against surplus.<br />
31. Commitments and Contingent Liabilities<br />
In the normal course of the Bank's operations, there are various outstanding commitments<br />
and contingent liabilities such as guarantees and commitments to extend credit, which are<br />
not reflected in the accompanying financial statements. The Bank does not anticipate<br />
significant losses as a result of these transactions.<br />
The following is a summary of the Bank’s commitments and contingent liabilities at their<br />
equivalent peso contractual amounts:<br />
2010 2009<br />
Trust department accounts (Note 30) P=631,063,745 P=630,040,803<br />
Stand-by credit lines 112,514,393 104,023,029<br />
Late deposits/payments received 58,460,284 88,146,816<br />
Items held for safekeeping 336,370 232,334<br />
Outward bills for collection – 82,141<br />
Others 24,994 24,107<br />
Also, several suit and claims relating to the Bank’s lending operations and labor-related<br />
cases remain unsettled. In the opinion of management, these suits and claims, if decided<br />
adversely, will not involve sums having a material effect on the financial statements.<br />
32. Non-cash Investing Activities<br />
The following is a summary of certain non-cash investing activities that relate to the<br />
analysis of the statements of cash flows:<br />
2010 2009 2008<br />
Addition to investment properties in<br />
settlement of loans P=475,374,811 P=381,532,020 P=393,424,106<br />
Addition to chattel mortgage in<br />
settlement of loans 639,569,321 498,026,288 449,959,936<br />
Net unrealized gain (loss) in AFS<br />
investment (464,677,787) 1,497,117,558 (805,848,857)<br />
Cumulative translation adjustment (6,878,392) 7,904,401 43,028,326
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33. Subsequent Events<br />
The Bank exercised the call option on its Unsecured Subordinated Notes (see Note 17)<br />
amounting to P=2.0 billion last January 28, <strong>2011</strong>.<br />
The redemption fell under the call provisions of the bond, which had an original maturity<br />
of ten years or until 2016. The call option allowed Bank to buy back the bonds after five<br />
years from the date of issuance.<br />
The Bank recorded an expense amounting to P=22.5 million from the amortization of<br />
remaining debt issuance cost relative to the redemption of the Notes.<br />
34. Disclosures Required Under Revenue Regulations No. <strong>15</strong>-2010<br />
On November 25, 2010, the Bureau of Internal Revenue issued Revenue Regulations<br />
(RR) <strong>15</strong>-2010 to amend certain provisions of RR 21-2002. The Regulations provide that<br />
starting 2010 the notes to financial statements shall include information on taxes, duties<br />
and license fees paid or accrued during the taxable year.<br />
The Bank reported and/or paid the following types of taxes for the year:<br />
Taxes and licenses<br />
As of December 31, 2010, taxes and licenses of the Bank consist of:<br />
Amount<br />
Gross Receipts Tax<br />
P=512,440,078<br />
Documentary stamps tax 221,906,936<br />
Local taxes 36,580,920<br />
Fringe benefit tax 2,565,298<br />
Others 3,641,979<br />
P=777,135,211<br />
Withholding taxes<br />
Details of total remittances of withholding taxes as of December 31, 2010 are as follows:<br />
Amount paid<br />
Withholding taxes on compensation and benefits<br />
P=270,582,255<br />
Expanded withholding taxes 52,586,782<br />
Final withholding taxes 362,<strong>15</strong>0,349<br />
P=685,319,386<br />
35. Approval for the Release of the Financial Statements<br />
The accompanying comparative financial statements were reviewed and approved for<br />
release by the Bank’s Audit Committee and the BOD on February 10, <strong>2011</strong> and<br />
confirmed by the BOD on its meeting on February 22, <strong>2011</strong>.
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SyCip Gorres Velayo & Co.<br />
6760 Ayala Avenue<br />
1226 Makati City<br />
Philippines<br />
Phone: (632) 891 0307<br />
Fax: (632) 819 0872<br />
www.sgv.com.ph<br />
BOA/PRC Reg. No. 0001<br />
SEC Accreditation No. 0012-FR-2<br />
INDEPENDENT AUDITORS’ REPORT<br />
ON SUPPLEMENTARY SCHEDULES<br />
The Stockholders and the Board of Directors<br />
Philippine Savings Bank<br />
<strong>PSBank</strong> Center<br />
777 Paseo de Roxas corner Sedeño Street<br />
Makati City<br />
We have audited in accordance with Philippine Standards on Auditing, the financial<br />
statements of Philippine Savings Bank (the Bank) as of December 31, 2010 and 2009 and for<br />
each of the three years in the period ended December 31, 2010 included in this Form 17-A<br />
and have issued our report thereon dated February 22, <strong>2011</strong>. Our audits were made for the<br />
purpose of forming an opinion on the basic financial statements taken as a whole. The<br />
schedules listed in the Index to Financial Statements and Supplementary Schedules are the<br />
responsibility of the Bank’s management. These schedules are presented for purposes of<br />
complying with Securities Regulation Code Rule 68.1 and Securities and Exchange<br />
Commission Memorandum Circular No. 11, Series of 2008 and are not part of the basic<br />
financial statements. These schedules have been subjected to the auditing procedures applied<br />
in the audit of the basic financial statements and, in our opinion, fairly state in all material<br />
respect the financial data required to be set forth therein in relation to the basic financial<br />
statements taken as a whole.<br />
SYCIP GORRES VELAYO & CO.<br />
Aris C. Malantic<br />
Partner<br />
CPA Certificate No. 90190<br />
SEC Accreditation No. 0326-AR-1<br />
Tax Identification No. <strong>15</strong>2-884-691<br />
PTR No. 264<strong>15</strong>38, January 3, <strong>2011</strong>, Makati City<br />
February 22, <strong>2011</strong><br />
A member firm of Ernst & Young Global Limited
- 81 -<br />
Annex A<br />
Nature of Dividend Declared<br />
As of December 31, 2010<br />
Unappropriated Retained Earnings<br />
as adjusted to available for dividend distribution, at beginning of year P 1,584,218,081<br />
Add: Net income actually earned/realized during the period<br />
Net Income during the period closed to Retained Earnings 1,808,1<strong>15</strong>,339<br />
Less: Non-accrual/unrealized income net of tax<br />
Equity in net income of an associate and joint venture (Note 10) (41,563,417)<br />
Unrealized foreign exchange gain - net (except those<br />
attributable to Cash and Cash Equivalents) (<strong>15</strong>,327,653)<br />
Unrealized actuarial gain -<br />
Fair value adjustment - mark to market - gain (loss) on FVPL (Note 8) -<br />
Fair value adjustment of Investment Property resulting to gain (Note 12) (224,362,420)<br />
Adjustment due to deviation from PFRS/GAAP-gain<br />
Other unrealized gains or adjustments to the retained earnings<br />
as a result of certain transactions accounted for under the PFRS<br />
Deferred Income Tax (Note 27)<br />
(281,253,490)<br />
Add: Non-actual losses<br />
Depreciation on revaluation increment (after tax)<br />
Adjustment due to deviation from PFRS/GAAP-loss<br />
Loss on fair value adjustment of investment property (after tax)<br />
-<br />
Net income (loss) actually earned during the period 1,526,861,849<br />
Add (Less):<br />
Dividend declarations during the period (804,845,840)<br />
Appropriations of Retained Earnings during the period (180,811,534)<br />
Reversals of appropriations<br />
Effects of prior period adjustments<br />
Treasury shares<br />
(985,657,374)<br />
RETAINED EARNINGS AVAILABLE FOR DIVIDEND, END P 2,125,422,556
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