- 105 -The Parent Bank’s application for listing of its common stock was approved by the PSEon April 24, 2002. The application is for the initial listing of up to 952,708,650 commonshares, with par value of P10 per share, at an offer price range of P17.80 to P23.80 pershare. The proceeds from the sale of the Bank’s listed shares amounted to about P2,200.The history of shares issuances from the initial public offering (IPO) and subsequently,private placements exempt from registration pursuant to Section 10.1 of the SecuritiesRegulation Code, is as follows:Number ofTransaction Subscriber Issue Date Shares IssuedIPO Various May 21, 2002 908,189,550Private placement International FinanceCorporation (IFC) June 21, 2005 31,403,592Private placement UOBP February 8, 2006 <strong>22</strong>,429,906<strong>BDO</strong>-EPCIB Merger <strong>BDO</strong>-EBCIB Merger May 31, 2007 1,308,606,021Private placement IFC August 23, 2007 31,403,592Private placement GE Capital InternationalHoldings Corporation(GE Capital) August 20, 2009 37,735,849Private placement Multi Realty DevelopmentCorporation April 23, 2010 107,320,482Private placement IFC April 26, 2010 24,033,253Private placement IFC Capitalization(Equity) Fund, L.P.(IFC Equity Fund) April 26, 2010 136,315,662As of December 31, 2011, there are 13,517 holders of the listed shares equivalent to100% of the Parent Bank’s total outstanding shares. Such listed shares closed at P59per share as of December 29, 2011.2,607,437,907On <strong>March</strong> 19, 2010, the Bank’s BOD approved a capital raising program that would allowthe Bank to raise between US$250 million to US$300 million worth of common shares,with the IFC and the IFC Equity Fund as anchor investors. Subsequently, on April 26,2010, the Bank issued 24,033,253 shares to the IFC and 136,315,662 shares to the IFCCapitalization Fund at P41.50 per share for a total subscription price of P997 andP5,657, respectively. Foreign institutional investors participated in this capital raisingthrough a top-up offering, resulting in the issuance of an additional 107,320,482 commonshares at the same offer price. The Bank was able to raise a total of P10,994 from thiscapital raising exercise.In 2009, the Parent Bank issued to GE Capital 37,735,849 common shares worth P377in line with the latter’s strategic investment in the Parent Bank (see Note 26.02).On August 30, 2008, the BOD approved the issuance of up to 500,000,000 perpetual,voting, non-cumulative, convertible, non-participating, peso-denominated Series Apreferred shares qualifying as Tier 1 capital of <strong>BDO</strong> Unibank Group. The conversionright is at the option of the holder after three years from the issue date or at the optionof <strong>BDO</strong> Unibank Group at any time after issue date upon the occurrence of certaintrigger events such as: (i) a change in tax status of the preferred shares; or, (ii) thepreferred shares do not qualify as Tier 1 capital of <strong>BDO</strong> Unibank Group as determinedby the BSP or other applicable laws and regulations. Dividend rate is at 6.5% per
- 106 -annum of the par value. Subsequently, on September 30, 2008, the Parent Bank issued500,000,000 preferred shares at P10 per share or a total value of P5,000.19.04 Issuance of Global Depositary Receipts by PrimebridgeOn various dates in 2006, Primebridge Holdings, Inc. (Primebridge), a stockholderowning <strong>22</strong>.1% of the Parent Bank’s total outstanding shares as of December 31, 2005,offered and sold in aggregate 9,399,700 global depositary receipts (GDRs) with eachGDR representing 20 shares of the Parent Bank’s common stock.The GDRs constitute an offering in the United States only to qualified institutionalbuyers in reliance on Rule 144A under the US Securities Act of 1993 (the Securities Act)and an offering outside the United States in reliance on Regulation under the SecuritiesAct. The offered price for each GDR was US$12.70 on January 25, 2006 and February14, 2006; and US$14.55 on May 15, 2006. The GDRs are listed and are being traded atthe London Stock Exchange.As part of the offering, Primebridge, while remaining as the registered holder of the<strong>BDO</strong> Unibank Group shares underlying the GDRs, transferred all rights and interestsin the Bank’s shares underlying the GDRs to the depository on behalf of the holders ofthe GDRs and the latter are entitled to receive dividends paid on the shares. However,GDR holders have no voting rights or other direct rights of a shareholder with respectto the Parent Bank’s shares.As of December 31, 2006, 4,724,214 GDRs issued, covering shares originally held byPrimebridge, were converted into 94,484,280 shares of the Parent Bank. As ofDecember 31, 2011 and 2010, 9,600 GDRs equivalent to 192,000 shares of the ParentBank remained unconverted.19.05 Reclassification of Authorized Capital StockOn April 25, 2009 and May 29, 2009, the BOD and stockholders approved thereclassification in the Parent Bank’s authorized capital stock of 1,000,000,000 unissuedcommon shares into 1,000,000,000 Series A preferred shares without affecting thefeatures of unissued shares of the Parent Bank, both common and preferred, andwithout modifying the rights of current stockholders. On <strong>March</strong> 8, 2010, the SECapproved the Parent Bank's Amended Articles of Incorporation to implement thereclassification.19.06 Surplus FreeOn May 27, 2011, the BOD of the Parent Bank approved the declaration of annual cashdividends amounting to P1.00 per common share or a total of P2,607 payable tostockholders of record as of August 16, 2011. The cash dividends were approved bythe BSP on June 23, 2011 and were paid to the stockholders on August 26, 2011.On January 29, 2011, the BOD of the Parent Bank approved the declaration of annualdividends on peso denominated preferred shares at the rate of 6.5% per annum for atotal dividend of P330. The declaration was approved by BSP on <strong>March</strong> 3, 2011 andwas paid on <strong>March</strong> 15, 2011.
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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
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- 48 -2010MoreOne to than three Mor
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- 50 -Parent Bank2011 2010ForeignFo
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- 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 and 196: - 98 -The breakdown of this account
- Page 197 and 198: - 100 -On October 19, 2009, the pre
- Page 199 and 200: - 102 -On December 29, 2009, BSP is
- Page 201: - 104 -19.02 Capital AllocationThe
- 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