- 99 -Parent Bank2011 2010 2009Senior notes P 511 P 98 P -PDIC 175 175 175Foreign banks 182 69 112Deposit substitutes 172 285 4<strong>22</strong>BSP 27 121 254SMPHI - - 127Local banks - - 27Others 158 243 303Senior NotesP 1,<strong>22</strong>5 P 991 P 1,420On October <strong>22</strong>, 2010, <strong>BDO</strong> Unibank Group issued Senior Notes with a face value ofUS$300 million at a price of 99.632 or a total price of US$299 million. The SeniorNotes, which will mature on April <strong>22</strong>, 2016, bear a fixed interest rate of 3.875% perannum, with an effective rate of 3.95% per annum, and will be payable semi-annuallyevery April <strong>22</strong> and October <strong>22</strong> starting in 2011. The net proceeds from the issuance areintended to support business expansion plans, and general banking and relendingactivities. As of December 31, 2011 and 2010, the Senior Notes have a carrying amountof P13,210 and P13,202, respectively, and are presented as part of Bills Payable in thestatements of financial position. Interest on Senior Notes incurred amounted toP511 in 2011 and P98 in 2010 recognized in profit or loss and included as part ofInterest Expense on Bills Payable and Other Liabilities account on an amortized costbasis using the effective interest method (see Note 21).PDICThis represents the financial assistance to United Overseas Bank Philippines (UOBP)from PDIC amounting to P4,420 which was transferred by UOBP to the Parent Bank.The transfer was covered by the MOA relative to the Parent Bank's acquisition ofUOBP branches in 2005. The financial assistance, which is recorded as part of BillsPayable in the statements of financial position will mature on December 19, <strong>2012</strong> andbears annual interest rate of 3.9%. The proceeds of the financial assistance from PDICare invested in government securities as provided for in the MOA.SMPHI (Preferred Shares)As required under PAS 32, Financial Instruments: Presentation and Disclosure, the ParentBank recognized as financial liability 25,000,000 shares of redeemable, cumulative andnon-participating preferred shares with a par value of P10 per share issued to SMPHIon October 18, 2004. The preferred shares were issued at US$2 per share or anaggregate subscription price of US$50 million. The preferred shares entitled SMPHI tocumulative dividends, payable in US dollars semi-annually in arrears, equal to 6.5% ofthe issue price per annum.As required by BSP, the Parent Bank set up a sinking fund on October 17, 2005 forthe redemption of the preferred shares. The balance of the sinking fund as ofDecember 31, 2008 amounted to P2,110 and was invested in debt securities, shown aspart of HTM investments.
- 100 -On October 19, 2009, the preferred shares were redeemed in full by the Parent Bank atP2,446 inclusive of remaining dividends in arrears of P77.17. SUBORDINATED NOTES PAYABLEOn June 27, 2011, the Parent Bank issued P8,500 unsecured subordinated notes eligibleas Lower Tier 2 Capital due on September 27, 2021, callable on 2016 (the Series 4Notes) bearing an interest rate of 6.50% per annum, pursuant to the authority grantedby the BSP to the Bank on April 7, 2011 and BSP Circular No. 280 Series of 2001, asamended, and BSP Circular No. 709 Series of 2011. The issuance was approved by theBOD onAugust 28, 2010.On October 7, 2011, the Parent Bank issued another P6,500 unsecured subordinatednotes eligible as Lower Tier 2 Capital due on January 7, 20<strong>22</strong>, callable on 2016(the Series 5 Notes) bearing an interest rate of 6.375% per annum, pursuant to theauthority granted by the BSP to the Bank on April 7, 2011 and BSP Circular No. 280Series of 2001, as amended, and BSP Circular No. 709 Series of 2011. The issuance wasapproved by the BOD on August 28, 2010.On November 21, 2007, the Parent Bank issued P10,000 unsecured subordinated noteseligible as Lower Tier 2 Capital due on November 21, 2017 bearing an interest of 7.0%per annum, callable with step-up in <strong>2012</strong> (the Series 1 Notes) pursuant to the authoritygranted by the BSP to the Parent Bank on October 8, 2007 and BSP Circular No. 280Series of 2001, as amended. The issuance was approved by the BOD, in its specialmeeting held on June 1, 2007.On May 30, 2008, the Parent Bank issued the second tranche of P10,000 unsecuredsubordinated notes eligible as Lower Tier 2 Capital due on May 30, 2018 bearing aninterest of 8.5% per annum, callable with step-up in 2013 (the Series 2 Notes) pursuantto the authority granted by the BSP to the Parent Bank on April 3, 2008 and BSPCircular No. 280 Series of 2001, as amended. This issuance was approved by the BOD,in its regular meeting held on February 23, 2008.On <strong>March</strong> 20, 2009, the Parent Bank issued the third tranche of unsecured subordinateddebt qualifying as Tier 2 Capital of the Parent Bank with face of P3,000 due <strong>March</strong> 20, 2019with coupon interest of 7.5% per annum callable with step-up in 2014 (the Series 3 Notes).This issuance was approved by the BOD on January 31, 2009.The Notes represent direct, unconditional unsecured and subordinated pesodenominatedobligations of the Parent Bank, issued in accordance with the Terms andConditions under the Master Note. The Notes, like other subordinated indebtedness ofthe Parent Bank, are subordinated to the claims of depositors and ordinary creditors, arenot a deposit, and are not guaranteed nor insured by the Parent Bank or any partyrelated to the Parent Bank, such as its subsidiaries and affiliates, or the PDIC, or anyother person. The Notes shall not be used as collateral for any loan made by the ParentBank or any of its subsidiaries or affiliates. The Notes carry interest rates based onprevailing market rates, with a step-up provision if not called on the fifth year fromissue date. The Parent Bank has the option to call the Notes on the fifth year, subjectto prior notice to Noteholders. The Notes were used further to expand the ParentBank’s consumer loan portfolio and to refinance an existing issue of Lower Tier 2 debt.
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Via ODiSyMarch 22, 2012PHILIPPINE S
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SEC FORM 17-A
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TABLE OF CONTENTSPage No.PART I- BU
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Philippine Subsidiaries% Interest H
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sophisticated investors. The Bank
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(v)Transactions with and/or Depende
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BDO BANK-OWNED PROPERTIES UTILIZED
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BDO BANK-OWNED PROPERTIES UTILIZED
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2) Leased PropertiesThe Group lease
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Branch Address Lease Lease ExpiryEf
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Item 4. Submission of Matters to a
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On 29 January 2011, the Board of th
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Total Equity grew by 9% to P97.0 bi
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Balance Sheet - 2010 vs. 2009Total
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Comprehensive Income - For the year
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Item 7. Financial StatementsThe con
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UOB Singapore. He was formerly the
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Director of the Philippine Global C
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Name Age PositionInvestments GroupG
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Antonio N. Cotoco, 63, is Senior Ex
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Bienvenido M. Juat, Jr., 58, is Exe
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Ma. Ophelia Ll. Camiña, 58, is Sen
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Corporation; a Trustee of PCI Bank
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Dalmacio D. Martin, 50, is Senior V
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Luis S. Reyes, Jr., 54, is Senior V
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Equitable Banking Corporation in Ju
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The above compensation includes the
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Title ofClassName of BeneficialOwne
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esponsible for the setting up of th
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2 May 2011 Retirement of Ms. Nenita
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Setting the annual shareholders’
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AUDITED FINANCIAL STATEMENTSDECEMBE
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BDO UNIBANK, INC. AND SUBSIDIARIES(
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- 2 -Net UnrealizedFair ValueGains
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- 2 -BDO Unibank GroupParent BankNo
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1.02 Approval of Financial Statemen
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- 4 -Parent BankFRSP Difference PFR
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- 6 -(ii) Philippine Interpretation
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- 8 -• PFRS 7 (Amendment), Financ
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- 10 -(v) PFRS 9, Financial Instrum
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- 12 -The financial statements of s
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- 14 -2.06 Financial AssetsFinancia
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- 16 -HTM investments consist of go
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- 18 -The value produced by a model
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- 20 -2.12 Premises, Furniture, Fix
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- 22 -Deposit liabilities and other
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- 24 -2.20 Revenue and Expense Reco
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- 26 -Provisions are measured at th
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- 28 -Future cash flows in a group
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- 30 -Foreign exchange gains and lo
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- 32 -(e)Executive Stock Option Pla
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- 34 -3.01 Critical Management Judg
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- 36 -3.02 Key Sources of Estimatio
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- 38 -(iv) Loans and Other Receivab
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- 40 -Parent BankNotes Level 1 Leve
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- 42 -The retirement benefit asset
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- 44 -• It then disseminates the
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- 46 -2010MoreOne to than three Mor
- Page 145 and 146: - 48 -2010MoreOne to than three Mor
- Page 147 and 148: - 50 -Parent Bank2011 2010ForeignFo
- Page 149 and 150: - 52 -BDO Unibank Group2010More Mor
- Page 151 and 152: - 54 -Parent Bank2010More MoreOne t
- Page 153 and 154: - 56 -A summary of the VaR position
- Page 155 and 156: - 58 -Parent BankImpact onImpact on
- Page 157 and 158: - 60 -b. SubstandardAccounts classi
- Page 159 and 160: - 62 -BDO Unibank Group2010Loans an
- Page 161 and 162: - 64 -Parent Bank2010Loans andTradi
- Page 163 and 164: - 66 -4.02.04.03 Concentrations of
- Page 165 and 166: - 68 -5. SEGMENT REPORTINGThe BDO U
- Page 167 and 168: - 70 -Commercial Investment Private
- Page 169 and 170: - 72 -At Amortized Carrying FairCos
- Page 171 and 172: - 74 -8. DUE FROM OTHER BANKSThe ba
- Page 173 and 174: - 76 -The aggregate contractual or
- Page 175 and 176: - 78 -The fair values of government
- Page 177 and 178: - 80 -The fair values are determine
- Page 179 and 180: - 82 -Reclassification of CLNs from
- Page 181 and 182: - 84 -Per MORB, non-performing loan
- Page 183 and 184: - 86 -Leasehold Furniture,Rights an
- Page 185 and 186: - 88 -Land Buildings TotalJanuary 1
- Page 187 and 188: - 90 -Real and other properties acq
- Page 189 and 190: - 92 -The BDO Unibank Group’s sub
- Page 191 and 192: - 94 -Full allowance for impairment
- Page 193 and 194: - 96 -This account is composed of t
- Page 195: - 98 -The breakdown of this account
- Page 199 and 200: - 102 -On December 29, 2009, BSP is
- Page 201 and 202: - 104 -19.02 Capital AllocationThe
- Page 203 and 204: - 106 -annum of the par value. Subs
- Page 205 and 206: - 108 -20. INTEREST INCOMEInterest
- Page 207 and 208: - 110 -Other operating expenses con
- Page 209 and 210: - 112 -The movements in the present
- Page 211 and 212: - 114 -Parent Bank2011 2010 2009 20
- Page 213 and 214: - 116 -(c) Other Transactions with
- Page 215 and 216: - 118 -ii. On January 31, 2008, BDO
- Page 217 and 218: - 120 -27. TAXES27.01 Current and D
- Page 219 and 220: - 122 -Movements in net deferred ta
- Page 221 and 222: - 124 -27.04 Gross Receipts Tax (GR
- Page 223 and 224: - 126 -28. EARNINGS PER SHAREBasic
- Page 225 and 226: - 128 -29. SELECTED FINANCIAL PERFO
- Page 227 and 228: - 130 -Sale of BankardBDO (as succe
- Page 229 and 230: - 132 -PEACe bondsOn October 18, 20
- Page 231: - 134 -Following is a summary of BD