Results of Annual Stockholders` Meeting
Transcription
Results of Annual Stockholders` Meeting
UnionBankPlaza MeralcoAvenuecor. 0nyx & SapphireRoads,0rtigasCenter PasigCity 1605 Tel:(632)6676388 Fax:(632)6366289 www.unionbankph.com Aprrl14,2010 THE PHILIPPINE STOCK EXCHANGE, INC. PSE, Centre ExcharigeRoad Ortigas Center,Pasig City Attention MS. JANET A. ENCARNACION Head-Disclosure Department Gentlemen: Pursuantto existing rules and regulations,we are submitting to your good office a copy of the following documents pcrtaining to Union Bank of the Philippines ("UnionBank") Annual Stockholders'Meeting on May 28,2010: 1. 2. 3. 4. 5. (SECForm20-IS); DefinitiveInformationStatement Noticeof AnnualMeetingof Stockholders; ProxyForm; SECForml7-A (revised);ari-d AuditedFinancialStatements asof December 31, 2009. With respect to the required Interim Financial Statementsfor the period ended March 3I,2070, which includesthe Management'sDiscussionand Analysis (MD&A) or Plan of Operation,the Bank is still in the processof completing the same. Consequently, we undertake to distribute them during the Annual Stockholders' meeting on ,May 28, 20t0. Pleaseacknowledgereceipthereof. Thank you. Very truly ATTY. FE B. MACALINO SeniorVicePresidenr/yGeneralCounseland I CorporateSecretary UnionBankPlaza MeralcoAvenuecor. Onyx & SapphireRoads,OrtigasCenter PasigCity 1605 Tel:(632)6676388 Fax:(632)6366289 wwruunionbankph.com UNDERTAKING Union Bank of the Philippines is still in the process of completing the required Interim Financial Statementsfor the period ended March 3I,2010, which includes the Management'sDiscussionand Analysis (MD&A) or Plan of Operation. In this regard, I, FE B. MACALINO, Corporate Secretaryof UnionBank, hereby undertaketo distribute the Interim Financial Statementsfor the period ended March 31, 2010 during the Annual Stockholders'meetingon May 28,2010. This Undertaking is issuedfor whatever legal purposeit may serve. PasigCity,April 14,2010. FE B. MACALINO Corporate Secretaryf I SUBSCRIBED AND SWORN TO before me this I4'n day of April 2010 at Pasig City, affiant Fe B. Macalino, personally larown to me and exhibiting to me her SSS I.D. No. 03-5248240-2 bearing her photograph and genuine signature as competent evidenceof identity in accordancewith tl,e 2004 Rules on Notarial Practice. MIGUET6. PADERNAL 4il' Doc.No. -4TPageNo. - BookNo. KX/ of 2010. Series Notary Public for Pasig;,Taguig, San Juan and Pateros , : C o m m i s s i o nE x p i r e sD e c e m b e r3 1 , 2 0 l O fBP No. 777893t 01-26-09 PTR No. 5238534102-24-09/ Pasig Roll of Atlarn.yt Ne, 26837 A F p e i n t m o nN t o, 120 (20e9"2010)- PROXY KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, a shareholder of UNION BANK OF THE PHILIPPINES (“UnionBank”), do hereby nominate, constitute and appoint ____________________________, with power of substitution, as my Attorney and Proxy to represent me and vote all shares registered in my name in the books of UnionBank or owned by me, at the Annual Meeting of Stockholders of UnionBank to be held on Friday, 28 May 2010 at 2:00 P.M. at the 10th Floor of UnionBank Plaza, Meralco Avenue corner Onyx and Sapphire Roads, Ortigas Center, Pasig City, and any adjournment thereof, as fully to all intents and purposes as I might or could lawfully do if present and acting in person, and hereby ratifying and confirming any and all matters which may properly come before said meeting, or adjournment thereof. In case of the non-attendance of my attorney or proxy above-named at said meeting, I hereby authorize and empower the Chairman of the meeting or, in his absence, the Corporate Secretary, to fully exercise all rights as my attorney or proxy at said meeting. This Proxy authorizes my attorney to act among other things on the following matters: 1. Election of Directors To vote for nominees listed below (except if the box corresponds to “Do Not Vote”) Nominees Justo A. Ortiz Jon Ramon M. Aboitiz Vicente R. Ayllon Stephen G. Paradies Erramon I. Aboitiz Iker M. Aboitiz Juan Antonio E. Bernad Edilberto B. Bravo Mayo Jose B. Ongsingco Thelmo Y. Cunanan Sergio Antonio F. Apostol Romulo L. Neri Victor B. Valdepeñas 2. Vote in Favor □ □ □ □ □ □ □ □ □ □ □ □ Do not Vote □ □ □ □ □ □ □ □ □ □ □ □ □ □ Election of Independent Directors To vote for nominees listed below (except if the box corresponds to “Do Not Vote”) Nominees Armand F. Braun, Jr. Cancio C. Garcia Vote in Favor □ □ Do not Vote □ □ INSTRUCTION: Mark the box under “Vote in Favor” to vote for any nominee. If the votes will be cumulated, write the number of votes desired to be given to a nominee in the “Vote in Favor” space. Mark the box under “Do not Vote” if the nominee will not be voted under this Proxy. 3. Other Items Vote for Approval Vote Against Abstain a. Approval of the Minutes of the Annual Stockholders’ Meeting held on May 29, 2009 b. Annual Report of Management on Operations for 2009 c. Ratification/Confirmation of the Appointment of External Auditor (Punong Bayan & Araullo) by the Board of Directors d. Amendment of UnionBank’s By-Laws to include as additional provisions of Article V Sections 20 to 25 re: Inclusion of Audit, Market Risk and Operations Risk Management Committees and their Duties/Roles and Responsibilities. INSTRUCTION: Mark under the corresponding Column for “Vote for Approval”, “Vote Against” and “Abstain”. 4. Revocability of Proxy The person/stockholder giving the proxy has the right to revoke the proxy by personally appearing during the meeting or by execution of another proxy at a later date, subject to the pertinent requirements of law and SEC Circular No.5, Series of 1996. 5. Persons Making the Solicitation 1. This solicitation is being made by the Bank. No director has informed the Bank in writing of his intention to oppose any action intended to be taken up by the Bank at the annual meeting. 2. No regular employees of the Bank or any other participant in a solicitation have been or will be employed to solicit proxies. 3. Not applicable. (Please see Item No. 2) 4. The total estimated amount to be spent in connection with the release and sending of this Proxy Statement is approximately P500,000.00 5. There is no other participant in the solicitation as mentioned earlier in Item no. 2. 6. Interest of Certain Persons in Matters to be Acted Upon Other than the election of Directors and the Annual Report of Management on Operations for 2009, there are no substantial interest, by security holdings or otherwise, of UnionBank, any Director or Officer thereof, nominee for election as Director, participant in the solicitation, or associate of any of the foregoing persons, in any matter to be acted upon at the Annual Meeting. The power and authority hereby granted shall remain valid and effective until such time that the same is withdrawn by me through notice in writing delivered to the Corporate Secretary before 2 the date of any such meeting or adjournment(s) thereof. Likewise, the said authority is effective for subsequent annual meetings within a period of five (5) years from the date of this Proxy unless otherwise instructed, as follows: [] THIS PROXY IS TO BE USED ONLY FOR THE 2010 ANNUAL STOCKHOLDERS’ MEETING OF UNIONBANK. In case the security holder fails to indicate his vote on the matters in the Agenda by placing the corresponding marks on the columns provided therein, the same is considered a waiver on his right to manifest his vote thereon and management can exercise its discretion in voting on such matters. Important: The Office of the Corporate Secretary must receive this Proxy not later than 18 May 2010. THIS PROXY IS BEING SOLICITED ON BEHALF OF MANAGEMENT ________________________________ PRINTED NAME OF SHAREHOLDER Dated this ________ day of ____, 2010 ________________________________ SIGNATURE OF SHAREHOLDER OR AUTHORIZED SIGNATORY 3 3 6 0 7 3 SEC Registration Number U N I O N B A N K O F T H E P H I L I P P I N E S (Company’s Full Name) U N I O N B A N K C O R N E R P A S I G P L A Z A O N Y X S T M E R A L C O O R T I G A S A V E N U E C E N T E R C I T Y (Business Address: No. Street City/Town/Province) 1 2 Month Atty. Fe B. Macalino (632) 667-6388 (Contact Person) (Company Telephone Number) 3 1 2 0 - I S 0 5 2 8 Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) (Secondary License Type, If Applicable)9 Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier STAMPS Remarks: Please use BLACK ink for scanning purposes. SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [ X ] Definitive Information Statement 2. Name of Registrant as specified in its charter UNION BANK OF THE PHILIPPINES 3. Metro Manila, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number 36073 5. BIR Tax Identification Code 047-000-508-271 6. UnionBank Plaza, Meralco Ave. cor. Onyx Street, Ortigas Center, Pasig City Address of principal office 7. Registrant’s telephone number, including area code (632) 667-6388 8. MAY 28, 2010– 2:00 P.M. at the 10th Floor of UnionBank Plaza, Meralco Avenue corner Onyx and Sapphire Roads, Ortigas Center, Pasig City Date, time and place of the meeting of security holders 9. Approximate date on which the Information Statement is first to be sent or given to security holders On or before 30 April 2010 10. In case of Proxy Solicitations: 1605 Postal Code Name of Person Filing the Statement/Solicitor: UnionBank of the Philippines Address and Telephone No.: 21st Floor, UnionBank Plaza, Meralco Avenue corner Onyx Street., Ortigas Center, Pasig City – 667-6388 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Common 12. Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding 641,422,420 Are any or all of registrant's securities listed in a Stock Exchange? Yes x No _______ If yes, disclose the name of such Stock Exchange and the class of securities listed therein: Philippine Stock Exchange – Common 1 UNION BANK OF THE PHILIPPINES SEC FORM 20-IS INFORMATION REQUIRED IN INFORMATION STATEMENT General Information DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS The enclosed proxy is solicited for the annual meeting of stockholders of Union Bank of the Philippines (“UnionBank” or “Bank”) which will be held on May 28, 2010 at the 10th Floor of UnionBank Plaza, Meralco Avenue corner Onyx and Sapphire Roads, Ortigas Center, Pasig City at 2:00 p.m., or any adjournment thereof (“Annual Meeting”), or any subsequent annual stockholders’ meeting within a period no longer than five (5) years from the date of the proxy, to the extent the stockholder granting the proxy so authorizes. The address of the principal office of Union Bank of the Philippines is at UnionBank Plaza, Meralco Avenue corner Onyx Street, Ortigas Center, Pasig City with telephone number at (632) 667-6388 (PLDT). This proxy statement and enclosed proxy will be mailed to stockholders entitled to notice of and vote at the Annual Meeting on or before 30 April 2010. RECORD DATE The record date for the purpose of determining the stockholders entitled to notice of and to vote at the Annual Meeting is April 14, 2010 (the “Record Date”). Solicitation Information DISSENTER’S RIGHT OF APPRAISAL At the scheduled meeting, there are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Sections 81 and 82, Title X of the Corporation Code of the Philippines which state that “Sec. 81. Instances of appraisal of right. Any stockholder of the Bank shall have the right to dissent and demand payment of the fair value of his shares in the following instances: 1) amendment to the Articles of Incorporation which has the effect of changing or restricting the rights of stockholders or extending corporate life of the corporation; 2) sale, transfer or lease of all or substantially all of the corporate properties; and 3) in case of merger or consolidation. Section 82. How right is exercised. The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action by making a written demand on the corporation within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares xxx.” INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON (a) No current director or officer of UnionBank, or nominee for election as director of the Bank or any associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon in the stockholders’ meeting, other than election to office. (b) No director has informed UnionBank in writing that he intends to oppose any action to be taken by the Bank at the meeting. 2 I. Outstanding Number of Common Stock Shares Title of Class No. of shares outstanding Common Shares 641,422,420 The record date with respect to this solicitation is April 14, 2010. Only stockholders of record at the close of business on April 14, 2010 will be entitled to notice and to vote at the meeting. A stockholder entitled to vote at the meeting has the right to vote in person or by proxy. With respect to the election of directors, in accordance with Section 24 of the Corporation Code of the Philippines and pursuant to Article IV, Section 1(e) of the Bank’s amended by-laws, a stockholder may vote the number of shares held in his name in the Company’s stock books as of April 14, 2010, and may vote such number of shares for as many persons as there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit; Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Bank multiplied by the total number of directors to be elected. Discretionary authority to cumulate votes is solicited. The total number of votes that may be cast by a stockholder of the Bank is computed as follows: no. of shares held on record as of record date x 15 directors. The deadline for submission of proxies is May 18, 2010. II. Security Ownership of Certain Record and Beneficial Owners The following are known to the registrant to be directly or indirectly the record or beneficial owner of more than 5 per cent of registrant’s voting securities (registrant has only one class of voting security, i.e. common shares) as of March 31, 2010: Title of Class Common Name, address of Record Owner & Relationship with Issuer Aboitiz Equity Ventures, Inc.** 110 Legaspi Street, Legaspi Village, Makati City Principal Shareholders Name, address of Beneficial Owner & Relationship with Record Owner Citizenship Aboitiz Equity Ventures, Inc.** 110 Legaspi Street, Legaspi Village, Makati City Filipino Common PCD Nominee Corporation* 37/F Tower 1 Enterprise Center 6766 Ayala Avenue, Makati City Minority Shareholders PCD Nominee Corporation* 37/F Tower 1 Enterprise Center 6766 Ayala Avenue, Makati City Filipino Common The Insular Life Ass. Co., Ltd** IL Corporate Center Insular Life Drive Filinvest, Alabang, Muntinlupa Principal Shareholders The Insular Life Ass. Co., Ltd** IL Corporate Center Insular Life Drive Filinvest, Alabang, Muntinlupa Filipino No. of Shares Held 247,952,485 116,114,792 103,359,164 Percent of Class 38.65% 18.10% 16.11% NOTE: Social Security System (SSS) is the only entity/person which holds more than 5% of the company’s outstanding capital shares under the PCD Nominee Corporation with 56,086,523 shares (8.74408%) 3 Common Social Security System** East Avenue, Diliman Quezon City Principal Shareholders Social Security System** East Avenue, Diliman Quezon City Filipino 69,777,286 10.88% **The respective proxies of these corporate shareholders are appointed by their respective Board of Directors and the Company becomes aware of the identity of such proxies only when the corresponding proxy appointments are received by the Company. Based on previous meetings, Mr. Jon Ramon M. Aboitiz and/or Erramon I. Aboitiz have been appointed proxies for Aboitiz Group, while Mr. Vicente R. Ayllon has been appointed proxy for the Insular Life Ass., Co., Inc and Mr. Romulo L. Neri has been appointed proxy for the SSS Group. *The PCD, represented by its Associate Directors, Mr. Lemuel Bitong and Josephine F. dela Cruz, only holds a legal title, not beneficial ownership of the lodged shares. *UnionBank has no stock options, warrants, rights or similar declarations as of report date. III. Security Ownership of Management The following are the number of shares comprising the Bank’s capital stock (all of which are voting shares) owned of record by the directors, Chief Executive Officer, key officers of the Bank, and nominees for election as director as of March 31, 2010: Common Jon Ramon M. Aboitiz Number of Shares, Amount and Nature of legal and beneficial Ownership 194 (r) P1,940.00 Common Jon Ramon M. Aboitiz 3,997,872 (b) P39,978,720.00 Filipino Common Stephen G. Paradies 4,068 (r) P40,680.00 Filipino Common Stephen G. Paradies 520,000 (b) P5,200,000.00 Filipino Common Erramon I. Aboitiz 194 (r) P1,940.00 Filipino Common Erramon I. Aboitiz 2,668,532 (b) P26,685,320.00 Filipino Common Iker Markel Aboitiz 100 (r) P1,000.00 Filipino Common Armand F. Braun, Jr. 2,191 (r) P21,910.00 Filipino Title Of Class Name of Beneficial Owner Citizenship Address Filipino 110 Legaspi St. Legaspi Village, Makati City 110 Legaspi St. Legaspi Village, Makati City 110 Legaspi St. Legaspi Village, Makati City 110 Legaspi St. Legaspi Village, Makati City 110 Legaspi St. Legaspi Village, Makati City 110 Legaspi St. Legaspi Village, Makati City 110 Legaspi St. Legaspi Village, Makati City Unit 1704A Three Salcedo Place Tordesillas St., Makati City % of Class 0.00% 0.61% 0.00% 0.08% 0.00% 0.42% 0.00% 0.00% 4 Common Justo A. Ortiz 2,779,038 (r) P27,790,380.00 Filipino Common Justo A. Ortiz 80,000 (b) P800,000.00 Filipino Common Juan Antonio E. Bernad 361 (r) P3,610.00 Filipino Common Mayo Jose B. Ongsingco 164 (r) P1,640.00 Filipino Common Victor B. Valdepeñas 2,301,821 (r) P23,018,210.00 Filipino Common Victor B. Valdepeñas 908 (b) P9,080.00 Filipino Common Vicente R. Ayllon 118 (r) P1,180.00 Filipino Common Edilberto B. Bravo 41 (r) P410.00 Filipino Common Thelmo Y. Cunanan 66 (r) P660.00 Filipino Common Thelmo Y. Cunanan 10 (b) P100.00 Common Cancio C. Garcia Common Sergio A. F. Apostol c/o Union Bank of the Philippines c/o Union Bank of the Philippines 110 Legaspi St. Legaspi Village, Makati City c/o IL Corporate Center, Insular Life Drive, Filivest, Alabang, Muntinlupa City c/o Union Bank of the Philippines c/o Union Bank of the Philippines 0.43% 0.01% 0.00% 0.00% 0.36% 0.00% c/o IL Corporate Center, Insular Life Drive, Filivest, Alabang, Muntinlupa City c/o IL Corporate Center, Insular Life Drive, Filivest, Alabang, Muntinlupa City c/o SSS, Diliman, Quezon City 0.00% Filipino c/o SSS, Diliman, Quezon City 0.00% 65 (r) P650.00 Filipino c/o Union Bank of the Philippines 0.00% 1 (r) P10.00 Filipino c/o SSS, Diliman, Quezon City 0.00% 0.00% 0.00% 5 Common Romulo L. Neri 1 (r) P10.00 Filipino c/o SSS, Diliman, Quezon City 0.00% Common Fe B. Macalino 97,052 (r) P970,520.00 Filipino 0.02% Common Herminio M. Pugeda 1,605 (r) P16,050.00 Filipino Common Ana Marie D. Lirio 10,228 (r) P102,280.00 Filipino Common Guia C. Lim 396,904 (r) P3,969,040.00 Filipino Common Ramon R. Castro 198,442 (r) P1,984,420.00 Filipino Common Edwin R. Bautista 488,209 (r) P4,882,090.00 Filipino Common Mardonio C. Cervantes 26,461 (r) P264,610.00 Filipino Common Dominic R. Milan 3,996 (r) P39,960.00 Filipino Common Edwin G. Pineda 20,875 (r) P208,750.00 Filipino Common Edwin G. Pineda 163 (b) P1,630.00 Filipino Common Catalino S. Abacan 59,529 (r) P595,290.00 Filipino Common Roberto F. Abastillas 178,589 (r) P1,785,890.00 Filipino 9,971 (r) P99,710.00 Filipino c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines Common Ermerlindo S. Andal Common Agnes R. Bacani 20,637 (r) P206,370.00 Filipino Common Susan E. Bautista 1,994 (r) P19,940.00 Filipino Common Norberto E. Belen 79,373 (r) P793,730.00 Filipino c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines 0.00% 0.00% 0.06% 0.03% 0.08% 0.00% 0.00% 0.00% 0.00% 0.01% 0.03% 0.00% 0.00% 0.00% 0.01% 6 Common Ma. Cecilia Teresa S. Bernad 3,190 (r) P31,900.00 Filipino Common William Amado Bruno Castano Jr. 39,686 (r) P396,860.00 Filipino Common Frederick E. Claudio 59,529 (r) P595,290.00 Filipino Common Hannah Theresa S. Contreras 11,905 (r) P119,050.00 Filipino Common Gerard Dela Rosa Darvin 15,874 (r) P158,740.00 Filipino Common Joebart T. Dator 19,843 (r) P198,430.00 Filipino Common Rebecca M. Dela Cruz 20,637 (r) P206,370.00 Filipino Common Ramon G. Duarte 59,529 (r) P595,290.00 Filipino Common Eduardo V. Enriquez III 19,843 (r) P198,430.00 Filipino Common Antonio Agustin Sayo Fajardo 59,529 (r) P595,290.00 Filipino Common Michael Jack B. Garcia 181,367 (r) P1,813,670.00 Filipino Common Joyvalerie B. Gatdula 112,312 (r) P1,123,120.00 Filipino Common Rachel Christine T. Geronimo 10,318 (r) P103,180.00 Filipino Common Julie C. Go 79,373 (r) P793,730.00 Filipino Common Joyce S. Gonzalez 103,185 (r) P1,031,850.00 Filipino Common Cesar G. Ilagan 19,843 (r) P198,430.00 Filipino Common Leonides F. Intalan 46,719 (r) P467,190.00 Filipino c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines 0.00% 0.01% 0.01% 0.00% 0.00% 0.00% 0.00% 0.01% 0.00% 0.01% 0.03% 0.02% 0.00% 0.01% 0.02% 0.00% 0.01% 7 Common Genaro V. Lapez 99,216 (r) P992,160.00 Filipino Common Stella Marie L. Layug 11,905 (r) P119,050.00 Filipino Common Concepcion P. Lontoc 36,630 (r) P366,300.00 Filipino Common Ma. Cristina P. Maceren 45,837 (r) P458,370.00 Filipino Common Ramon De Santos Matias 95,247 (r) P952,470.00 Filipino Common Angelo Dennis L. Matutina 13,890 (r) P138,900.00 Filipino Common Rodrigo J. Montaniel 19,843 (r) P198,430.00 Filipino Common Derrick J. Nicdao 2,233 (r) P22,330.00 Filipino Common Teodoro M. Panganiban 396,865 (r) P3,968,650.00 Filipino Common Alicia A. Pastoral 5,384 (r) P53,840.00 Filipino Common Peter Ismael F. Quiambao 130,965 (r) P1,309,650.00 Filipino Common Beatriz B. Romulo 277,805 (r) P2,778,050.00 Filipino Common Bennett Clarence D. Santiago 15,874 (r) P158,740.00 Filipino Common Manuel De Guzman Santiago Jr. Evelyn Q. Santos 11,905 (r) P119,050.00 Filipino 59,529 (r) P595,290.00 Filipino 198,432 (r) P1,984,320.00 Filipino 59,529 (r) P595,290.00 Filipino Common Common Elfren Antonio S. Sarte Common Ceferino P. Tolentino Jr. c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines 0.02% 0.00% 0.01% 0.01% 0.01% 0.00% 0.00% 0.00% 0.06% 0.00% 0.02% 0.04% 0.00% 0.00% 0.01% 0.03% 0.01% 8 Common Jo-Ann Fatima L. Tolentino Common Marie Aimee S. Tumao Common Jose Levi S. Villanueva 39,686 (r) P396,860.00 Filipino 119,059 (r) P1,190,590.00 Filipino 29,114 (r) P291,140.00 Filipino c/o Union Bank of the Philippines c/o Union Bank of the Philippines c/o Union Bank of the Philippines 0.01% 0.02% 0.00% The aggregate number of shares owned of record by the Chief Executive Officer, key officers and directors as a group as of March 31, 2010 is 16,481,403 shares equivalent to P164,814,030.00 @ P10.00/share which is approximately 2.57% of the Bank’s outstanding capital stock. “r” represents record ownership “b” represents beneficial ownership at par value of P10.00/share 3. There is no existing voting trust agreement involving shares of the Bank. 4. There was no change in control that occurred in the Bank since the beginning of the last fiscal year. Directors and Executive Officers A. Directors and Nominees: The following are the names of the incumbent Directors of the Bank and their respective age, citizenship and period of service as of March 31, 2010. They have been pre-screened and certified qualified by the Nominations Committee of the Board pursuant to SRC Rule No. 38 at the meeting held on March 11, 2010 by the following Nomination Committee Members: 1. 2. 3. 4. 5. 6. 7. Jon Ramon M. Aboitiz Justo A. Ortiz Erramon I. Aboitiz Mayo Jose B. Ongsingco Sergio Antonio F. Apostol Armand F. Braun, Jr. Norberto M. Belen INCUMBENT/ NOMINEES Justo A. Ortiz - Chairman Member Member Member Member Member Non-Voting Member (HR Director) AGE CITIZENSHIP POSITION 52 Filipino Vicente R. Ayllon Jon Ramon M. Aboitiz 79 61 Filipino Filipino Chairman & CEO Vice-Chairman Vice-Chairman Iker M. Aboitiz Erramon I. 38 54 Director Filipino Filipino Director Director Period during which individual has served as such July 23, 1993 to present June 27, 1991 to present June 01, 2001 to present May 24, 1996 to January 01, 1998 October 11, 1988 to May 31, 2001 May 29, 2009 to present July 23, 1993 to present 9 Aboitiz E. 53 Filipino Director Stephen G. Paradies Thelmo Y. Cunanan Romulo L. Neri Sergio Antonio F. Apostol Mayo Jose B. Ongsingco Edilberto B. Bravo 56 71 60 75 Filipino Filipino Filipino Filipino Director Director Director Director October 11, 1988 to April 23, 1993 October 22, 1999 to present January 27, 1995 to August 23, 1999 October 11, 1988 to present May 27, 2005 to present August 22, 2008 to present August 22, 2008 to present 58 Filipino Director June 24, 2005 to present 73 Filipino Director Filipino President COO & January 23, 2004 to present March 25, 1993 to May 25, 1994 January 01, 1998 to present Filipino Director Filipino Vice-Chairman President Director December 31, 1997 to present January 1998 to June 2001 April 03, 1990 to December 31, 1997 September 04, 2008 to present Juan Antonio Bernad Victor B. 63 Valdepeñas INDEPENDENT DIRECTORS Armand F. Braun, Jr. 72 Cancio C. Garcia 72 UnionBank’s Independent Directors, namely, Messrs. Armand F. Braun, Jr. and Cancio C. Garcia, possess the qualifications and none of the disqualifications of an independent director. They have complied with all the requirements of the Bangko Sentral ng Pilipinas (BSP), the Securities and Exchange Commission (SEC), and the Bank’s Manual on Corporate Governance for their respective positions. They were nominated by the nominees to the Board of Directors of Aboitiz Equity Ventures, Inc. (AEV), and The Insular Life Assurance Company Ltd., (IL), and the Chairman and President of the Social Security Commission (SSC), namely: Mr. Jon Ramon M. Aboitiz, Vicente R. Ayllon, and Thelmo Y. Cunanan & Romulo L. Neri, respectively. They are not related to the nominees. They are eligible for election as Independent Directors at the forthcoming Annual Stockholders’ meeting on May 28, 2010. BUSINESS EXPERIENCE: The following is a brief description of the business experience of each of the directors/nominees of the Bank: Justo A. Ortiz, serves as the Chairman of the Board and Chief Executive Officer of the Bank. He is also currently the chairman of Union Properties, Inc. (UPI), a director in Aboitiz Equity Ventures, Inc., Aboitiz Transport Systems Corp. (formerly WG&A), Bankers Association of the Philippines, Megalink and ECR Philippines. Mr. Ortiz is a member of World Presidents Organization/Young President Organization. Prior to joining the Bank, he had 16 years of business experience at Citibank (Manila). Jon Ramon M. Aboitiz, serves as the Vice-Chairman of the Board of the Bank. He is currently Chairman of Aboitiz & Co., Inc. and Aboitiz Equity Ventures, Inc., a Cebu-based investment and management enterprise, engaged in numerous and diverse business concerns ranging from powergeneration and distribution, banking and financial services, real estate development, construction, marketing, food, ship building, transportation (air/land/sea) and logistics that are closely linked to nation building and progress. Mr. Aboitiz began his career with the Aboitiz Group in 1970. From manager of the Aboitiz Shipping Corporation, Mr. Aboitiz was promoted to President of the company in 1976 and became President of Aboitiz & Company in 1991 until 2008. He was President and CEO of Aboitiz Equity Ventures from 1993-2008. Currently, Mr. Aboitiz holds various positions in the Aboitiz Group including 10 Chairman of the Board of Aboitiz Transport System (ATSC) Corporation, Aboitiz Energy Solutions, Inc., Aboitiz Jebsen Bulk Transport Corporation, Aboitiz Development Corporation, Ems Crew Management Philippines, Inc. He is Vice-Chairman of Aboitiz Power Corporation. Mr. Aboitiz is also Director of Davao Light & Power Co., Inc., Southern Philippines Power Corporation, City Savings Bank, Cotabato Light & Power Company and International Container Terminal Services, Inc. He is also President/Trustee of the Aboitiz, Foundation, Inc. and Trustee of the Ramon Aboitiz Foundation, Inc. and Santa Clara University, California – Santa Clara, California, USA. He is a member of the board of advisors for the Association of Foundations as well as the Coca Cola Bottlers Philippines, Inc. Mr. Aboitiz holds a B.S. Commerce degree major in Management from the University of Santa Clara, California. Vicente R. Ayllon, serves as the Vice-Chairman of the Board of the Bank. He is currently the Chairman and Chief Executive Officer of The Insular Life Assurance Co., Ltd. He also sits as Chairman and President of the Insular Life Property Holdings, Inc. (formerly Vigan Realty, Inc.) and is the Chairman of Insular Investment & Trust Corporation, Insular Life Health I-Care (I-Care), Insular Life Foundation, ILMADECO, Home Credit Mutual Building & Loan Association and Asian Hospital and Medical Center. Mr. Ayllon is also Vice Chairman of Mafre Insular Insurance Corporation. From 2003 to 2004, he was director of the Philippine Stock Exchange, Inc. From 1997 to 2003, he served as President and Chief Executive Officer of Insular Life Assurance Co., Ltd. His other directorships include Pilipinas Shell Petroleum Corporation, Shell Company of the Philippines, Ltd., Dusit Thani Hotel (Phil. Hoteliers, Inc.) and the Palms Country Club. Victor B. Valdepeñas, serves as the President and Chief Operating Officer of the Bank. He is also currently director of Union Properties, Inc. (UPI). He served as Executive Vice President and Chief Financial Officer of the Bank from 1993 to 1998. Prior to joining the Bank, he was the Vice-President and the Country Treasurer of Citibank Manila from 1987 to 1994, Deputy Treasurer/Group Head of all Trading Divisions of Citibank Manila from 1981 to 1986, Country Economist of Citibank Manila from 1974 to 1980 and the Assistant Director of National Economic & Development Authority’s Economic Planning & Research. He was also Consultant to the Chairman of the National Economic Counsel and was a Faculty Member of the University of the Philippines and professional lecturer at the University of Santo Tomas. He was previously the President of the Philippine Economics Society and Foreign Exchange Association of the Philippines. He was likewise Chairman and President of UBP Currency Brokers, Inc. Erramon I. Aboitiz, serves as Director of the Bank. He is also the Chairman of Philippine Hydro Power Corporation, SN Aboitiz Power, Davao Light & Power Co., Cotabato Light & Power Co., Subic Enerzone Corp., Visayan Electric Company, City Savings Bank, and Aboitiz Foundation. He currently sits as President and Chief Executive Officer of Aboitiz Equity Ventures, Inc. and he holds the same position in Aboitiz Power Corporation and Aboitiz & Company, Inc. His business experience includes directorships in Aboitiz Transport Systems, Inc., Aboitiz One, Inc., Aboitiz Land (since 2003), Pilmico Foods Corp., Pilmico Animal Nutrition Corp., San Fernando Electric Light and Power Co. and Family Business Development Center (Ateneo de Manila University). Iker M. Aboitiz, is currently the Chief Finance Officer of Abovant Holdings, Inc., Cebu Private Power Corporation and East Asia Utilities Corporation. He also sits as First Vice President/Chief Finance Officer/Chief Information Officer of Aboitiz Power Corporation; and Executive Committee Member, Treasury Group and Corporate Finance; Member of Audit Committee of Aboitiz & Company, Inc. Mr Aboitiz began his career with the Aboitiz & Company, Inc. in 1994. He held various positions in the Aboitiz & Company, Inc. including Analyst - Corporate Planning Department from 1994-1995, Trader Treasury Department from Feb. 1995 to June 1995, Assistant Treasurer - Treasury Department from 1995 to 1997 and Assistant Vice-President, Head - Corporate Finance Dept. from 1998 to 1999. He served also as Treasurer of Davao Light and Power Co., Inc. and Cotabato Light and Power Company from 1998 to 1999. He was previously Adviser to the Board of Directors of City Savings Bank from 1998 to 1999. Mr. Aboitiz was also Executive Assistant to the Chairman & CEO of UnionBank of the Philippines and Member of Union Bank Asset and Liability Committee (ALCO) from 1999 to 2000. He served as 11 Analyst - Corporate Finance Group of Credit Lyonaisse SA Exchange Capital Corp. from 2000 to 2003 and Chief Finance Officer of Aboitiz Construction Group Inc. from 2003 to 2007. He worked for FBMA Marine Inc. in several positions including Chief Finance Officer, Member of the Board of Directors and Executive Committee from 2003 to 2007. Mr. Aboitiz has a Bachelor of Science Degree in Business Management major in Finance, Cum Laude from the Boston College, Newton, Massachusetts. Juan Antonio E. Bernad, serves as Director of the Bank. He is also currently Senior Vice - President of Aboitiz Equity Ventures, Inc. (since 1995), Executive Vice - President – Strategy & Regulatory Affairs of Aboitiz Power Corporation (since 1998) and Vice-President and Treasurer of Cotabato Light & Power Corporation (since 1989). His other directorships include San Fernando Electric Company (since 2001), Mamerto Escano Inc. (since 1987) and EVP-Regulatory Affairs of Davao Light & Power Corporation (since 1989). Stephen G. Paradies, serves as Director of the Bank. He has been Director of Union Properties, Inc. (UPI) and International Container Terminal Services Inc. since 2002, Warehousing, Inc., Pilmico Foods Corporation, Animal Nutrition Corp., and City Savings Bank. He also sits as Senior Vice President/Finance of Aboitiz & Co., Inc. and Senior Vice President/Chief Finance Officer of Aboitiz Equity Ventures, Inc. since 2004. Thelmo Y. Cunanan, serves as Director of the Bank and currently the Chairman of the Social Security Commission, the top policy-making body of the Social Security System. He is Director for First Philippine Holdings Corporation, Philex Mining Corporation and Belle Corporation. Mr. Cunanan was President and Chief Executive Officer of the Philippine National Oil Company (PNOC) from February 2001 to August 2004. At the same time, he served as Chairman of the various subsidiaries of PNOC namely the PNOC Exploration Corporation, PNOC Shipping & Transport Corporation, PNOC Petrochemical Development Corporation and PNOC Development & Management Corporation. He also sat in the Board of Directors of various corporations such as Petrochemicals Corporation of Asia, Jacinto Group of Companies and Eastern Telecom. Mr. Cunanan served as the country’s Ambassador Extra-Ordinary and Plenipotentiary to the Kingdom of Cambodia from 1995 to 1999. He likewise served as Secretary General of the ASEAN Chamber of Commerce and Industry in 1999, Senior Adviser to the First International Conference of Asian Political Parties in 2000, Chairman of the Philippine-Cambodia Business Council in 2001, and Member of the Philippine Chamber of Commerce and Industry, the Philippine-Thailand Business Council and the Philippine-India Business Council. Mr. Cunanan retired from the Armed Forces of the Philippines in 1994 with the rank of Lieutenant General. He received his commission from the United States Military Academy in West Point, New York, where he graduated with a Bachelor of Science degree in Military Art and Engineering. He earned his masters degree in Business Administration from the University of the Philippines. Romulo L. Neri, serves as Director of the Bank. He also sits as Director of Philex Mining Corporation and Philippine Health Insurance Corporation and San Miguel Purefoods Corp. He is also President and Chief Executive Officer of Social Security System. He was the Chairman of the Commission on Higher Education from 2007 to 2008; Monetary Board Member of the Bangko Sentral ng Pilipinas from 2005 to 2008; Secretary of the Socio-Economic Planning and Director General of National Economic Development Authority from 2002 to 2007; Secretary of the Department of Budget and Management from 2005 to 2006; Director General of Congressional Planning and Budget Office from 1990 to 2002; Associate Professor of Asian Institute of Management from 1990 to 2002; Asian Professor for Corporate Financial Management of Asian Institute of Management from 1986 to 1990; Corporate Planning Manager of Canlubang Pulp & Manufacturing Corporation and CJ Yulo and Sons, Inc. from 1980 to 1985; Assistant Finance Manager from 1979 to 1980 and Planning Coordinator from 1976 to 1977 of Philippine National Oil Company and Planning Coordinator of Luzon Stevedoring Corp. (affilitated w/ PNOC) from 1975 to 1976. He also served as Financial Analyst of Mobil Oil Philippines, Inc. from 1973 to 1975; Assistant to the President of Riverside Mills Corporation from 1971 to 1973; and a Faculty Member of College of Business Administration of University of the Philippines from 1970 to 1971. 12 Sergio Antonio F. Apostol, serves as Director of the Bank. He was member of the Board of Directors of the Manila Hotel for the year 2005. He also sits as the Chief Presidential Legal Counsel of the Office of the President and Chief Legal Consultant of Social Security System. He was the Chairman of the Board of Directors of United Coconut Planters Bank-General Insurance from 2005 to 2007 and was the Senior Partner of the Apostol, Gomaru & Balgua Law Offices from 1986 to 1992. He was also the President, Chief Executive Officer & Chairman of the Board of Director of PNOC-EDC from 2001 to 2004. He served as Professor of Law & Pre-Bar Reviewer of the University of the Philippines, Ateneo de Manila University, University of Santo Tomas, Far Eeastern University & Leyte Colleges from 1962 to 1992; He is an author of several law books in Civil Procedure, Criminal Procedure, Evidence, Legal & Judicial Ethics and Criminal Law. He was Majority Floor Leader-11th Congress; Senior Deputy Minority Floor Leader – 11th Congress and representative – 2nd District of Leyte to the House of Representatives from 1992 to 2001. He was also the Consultant of the Ministry of Human Settlement and APO-NEDA from 1983 to 1986. He was Chief Legal Counsel of Metro Manila Commission from 1982 to 1986; City Fiscal in the Quezon City Ministry of Justice from 1981 to 1986; District Judge of Court of First Instance Br. XVI, Quezon City of the year 1969 to 1975 and for the year of 1981; Executive Judge of Court of First Instance Br. XVI, Quezon City from 1975 to 1977; Provincial Board Member of the Province of Leyte from 1963 to 1967 and Municipal Councilor of the Municipal Government of Barugo, Leyte for the year 1959. Mayo Jose B. Ongsingco, serves as Director of the Bank. He is currently the Chairman of Insular Life General Insurance Agency, Inc. and Insular Life Employees’ Retirement Fund and the Vice Chairman of Insular Life Health Care, Inc. (since 1999), Insular Life Property Holdings, Inc., and Home Credit Mutual Building & Loan Association. He is also the Vice Chairman and President of Insular Life Management & Development Corporation. He has been the President, Chief Operating Officer and Trustee of Insular Life Assurance Co., Ltd. since 2004. His other directorships include Insular Investment & Trust Corp., Insular Life Foundation, Mapfre Insular Insurance Corporation, Pilipinas Shell Petroleum Corp., Shell Gas (LPG) Philippines, Inc., Keppel Philippines Holdings, Inc. Subic Shipyard Engineering, Inc., PPI Prime Venture, Inc. (formerly Pamplona Realty, Inc.) and Asian Hospital, Inc. Edilberto B. Bravo, serves as Director of the Bank. He has been the Chairman and Chief Executive Officer of U-Bix Corporation since 1974 and Facilities Managers, Inc. since 1996. He has also been the President of Bookhaven since 1964, Compufax Corporation since 1985, and East West Capital Corporation and Bravo Golf Corporation since 1987. He is at present the Vice Chairman of the Board of Insular Life Assurance Co., Ltd. and Insular Investment & Trust Corporation. Prior to joining the Bank, he was the Head of Credit for Citibank (Philippines) and lawyer for Ponce Enrile, Siguion Reyna, Montecillo & Belo Law Office. Armand F. Braun, Jr., serves as Independent Director of the Bank. He is also currently the Chairman and President of AF Braun Company and Holdings, Inc. He was the President of UnionBank from 1990 to 1997. His business experience includes directorships in UBP Capital Corporation, Union Properties, Inc., A-1 Micro Finance, Inc. Alrose Foods Corp., Iligan Pizza Corp., North Iligan Food Services, Inc., Central Iligan Fast foods, Bern Bakery Specialists, Inc. – Store 1, Bern Bakery Specialists, Inc. – Store 2, Beefoods Corp., and Philam Asset Management, Inc. Cancio C. Garcia, serves as Independent Director of the Bank. He is currently the Chairman of the Board and Director of Purefoods Corporation. He is a member of the Board of Directors of San Miguel Properties, Inc. He was Justice of Supreme Court of the Philippines from 2004 to 2007. (b) EXECUTIVE OFFICERS: The Executive Officers of the Bank, and their respective age, citizenship and position as of March 31, 2010, are as follows: 13 NAME Justo A. Ortiz AGE 52 CITIZENSHIP Filipino Victor B. Valdepeñas 63 Filipino Guia C. Lim 62 Filipino Edwin R. Bautista 49 Filipino Teodoro M. Panganiban 58 Filipino Herminio M. Pugeda 61 Filipino Genaro V. Lapez 52 Filipino Beatriz B. Romulo 55 Filipino Norberto M. Belen Ramon R. Castro 62 Filipino 56 Filipino Eduardo I. Conde 59 Filipino Ceferino P. Tolentino 53 Filipino 56 Filipino Atty. Cesar Ilagan G. POSITION Chairman & Chief Executive Officer President & Chief Operations Officer EVP – Corporate Banking Center EVP – Retail Banking Center EVP – Channel Management Center Senior VicePresident EVP – Corporate Product Banking Center Senior VicePresident EVP – Customer Brand Experience Management Center EVP – Commercial Banking Center Senior VicePresident Senior VicePresident Senior VicePresident Senior VicePresident Senior VicePresident/ Controller Period during which individual has served as such July 23, 1993 to present January 01, 1998 to present May 27, 1994 to present April 27, 2001 to present April 27, 2001 to present August 22, 1997 to April 26, 2001 April 27, 2001 to Present July 22, 1994 to April 26, 2001 July 25, 2008 to present August 28, 2006 to present September 26, 2003 to Present November 26, 1993 to Present October 15, 2002 to Present April 27, 2001 to Present July 15, 2004 to present 14 Atty. Fe B. Macalino 56 Filipino Ramon G. Duarte 45 Filipino Roberto F. Abastillas Catalino S. Abacan 48 Filipino 56 Filipino 50 Filipino 53 Filipino 46 Filipino Manuel G. Santiago, Jr. Jose Levi S. Villanueva Angelo Dennis L. Matutina Ana Marie D. Lirio Michael Garcia Jack 60 B. Filipino 39 Filipino Alejandro E. Reyes 57 Filipino Myrna E. Amahan 48 Filipino First VicePresident/ Controller Senior VicePresident/ General Counsel & Corporate Secretary FVP, General Counsel & Corporate Secretary Senior VicePresident Senior VicePresident Senior VicePresident Senior VicePresident Senior VicePresident First Vice President July 23, 2003 to July 14, 2004 September 1, 2004 to Present October 2, 1989 to August 31, 2004 June 23, 2006 to present August 28, 2006 to present December 14, 2007 to present December 14, 2007 to present August 22, 2008 to present From April 2002 to April 30, 2009 Senior Vice- From May 1, 2009 to present President Senior Vice June 27, 2008 to present President First VicePresident/ Treasurer March 31, 2006 to June 27, 2008 FVP/ OICTreasurer First VicePresident & Trust Officer VicePresident/ Chief Compliance Officer Vice-President & Internal Auditor March 22, 2002 to March 31, 2006 November 24, 2006 to present November 23, 2001 to Present June 23, 2006 to present AVP & Internal Auditor March 31, 2006 to June 23, 2006 AVP & Internal Auditor February 9, 2001 to March 31, 2006 OIC- 15 BUSINESS EXPERIENCE: The following is a brief description of the business experience of each of the Executive Officers of the Bank: Justo A. Ortiz, serves as the Chairman of the Board and Chief Executive Officer of the Bank. He is also currently the chairman of Union Properties, Inc. (UPI), a director in Aboitiz Equity Ventures, Inc., Aboitiz Transport Systems Corp. (formerly WG&A), Bankers Association of the Philippines, Megalink and ECR Philippines. Mr. Ortiz is a member of World Presidents Organization/Young President Organization. Prior to joining the Bank, he had 16 years of business experience at Citibank (Manila). Victor B. Valdepeñas, serves as the President and Chief Operating Officer of the Bank. He is also currently director of Union Properties, Inc. (UPI). He served as Executive Vice President and Chief Financial Officer of the Bank from 1993 to 1998. Prior to joining the Bank, he was the Vice-President and the Country Treasurer of Citibank Manila from 1987 to 1994, Deputy Treasurer/Group Head of all Trading Divisions of Citibank Manila from 1981 to 1986, Country Economist of Citibank Manila from 1974 to 1980 and the Assistant Director of National Economic & Development Authority’s Economic Planning & Research. He was also Consultant to the Chairman of the National Economic Counsel and was a Faculty Member of the University of the Philippines and professional lecturer at the University of Santo Tomas. He was previously the President of the Philippine Economics Society and Foreign Exchange Association of the Philippines. He was likewise Chairman and President of UBP Currency Brokers, Inc. Guia C. Lim, serves as Executive Vice-President and Head of the Corporate Banking Center of the Bank. She was previously the President of International Corporate Bank, the Executive Vice-President of Land Bank of the Philippines from 1988 to 1993, and the Vice-President and Branch Manager of the World Corporation Group of Citibank N.A. Manila from 1981 to 1988. She was a recipient of Citibank’s Global Account Management Award. Edwin R. Bautista, serves as Executive Vice-President, Head of the Retail Banking Center and Marketing Director of the Bank. Following the Merger, he was also appointed as President of International Exchange Bank. He was Senior Vice-President of the Bank from 1997 to 2001. He previously worked as Senior Brand Manager at Procter and Gamble Mfg. from 1983 to 1987, Marketing and Sales Director of the Philippines and Guam at American Express International from 1990 to 1991, and the VicePresident and Group Head of Transaction Banking at Citibank, Philippines from 1991 to 1997. Teodoro M. Panganiban, serves as Executive Vice-President of the Bank and Head of the Channels Management Center. He was Senior Vice-President of the Bank from 1997 to 2001. Prior to joining the Bank, he was Vice-President and Senior Country Operations Officer at Citibank N.A., Philippines. He held several positions at Citibank N.A. from 1971 to 1997 in Manila, Cebu, Hong Kong, Belgium and New Zealand. He is currently Director of the Philippine Clearing House Corporation and Member of the Operations Committee of the Bankers Association of the Philippines. Herminio M. Pugeda, serves as Executive Vice-President and Head of Corporate Product Banking Center of the Bank. Prior to joining the Bank in 1994, he was Senior Vice-President and Operations Group Head of Institutional and Investment Banking Segments of CityTrust Banking Corporation from 1970 to 1990. He also held several positions at Citibank namely Vice-President, Head of Transaction Banking and Internal Control Head. Genaro V. Lapez, serves as Executive Vice-President and Head of Consumer Finance of the Bank. Prior to joining the Bank, he was an experienced Business Leader – both at multi-country and single-country level – with extensive Marketing/New Business Development experience and solid track-record in 16 Transformations and turnarounds. His career has spanned to numerous consumer product categories from personal care, OTC (over-the-counter) pharmaceuticals, “content” products (publishing & music and video licensing), food & beverage (both alcoholic and non-alcoholic), and “e-financial” services. Beatriz R. Barredo-Romulo, serves as Executive Vice-President and the Head of the Commercial Banking Center of the Bank. She was previously the Executive Vice President and the Head of the Corporate Banking Cluster of International Exchange Bank. Prior to that, she was the Senior VicePresident and the Head of the Account Management Division of United Coconut Planters Bank ("UCPB") from 1991 to 1995. She was also the Vice Chairman of UCPB Leasing and Finance Corporation and was a Director for various subsidiaries of UCPB from 1992 to 1995. Norberto M. Belen, serves as Senior Vice-President of the Bank. Prior to joining the Bank, he worked as Personnel Director at Richardson Vicks-Procter & Gamble from 1979 to 1985 with same position at Citibank Philippines from 1986 to 1987. He served as Regional Personnel Director for Northern Asia at RJR Nabisco (H.K.) from 1987 to 1988, Group Human Resource Director at First Pacific & Co. from 1989 to 1990, Senior Vice-President and Chairman of Group Mancom – Jaka Group from 1990 to 1995, Organization & Strategy Consultant at Jollibee, Jardine Davies, Phil-AM Health Care, Planters Bank, Security Bank from 1995 to 2003, and International Training Consultant of CitiBank Asia Pacific from 1998 to 2003. Ramon R Castro, serves as Senior Vice-President of the Bank and Head of the Asset Recovery Group. From 1978, he was Assistant Vice-President at Bancom Finance Corporation until 1982. From 1982 to 1985, he served as Middle Market and Consumer Finance Head of the Bank. Subsequently, he became Senior Vice President and Group Head for Corporate Banking. Eduardo I. Conde, serves as Senior Vice-President of the Bank. Prior to his present position, he served as First Vice-President and Head of Auto and Mortgage Finance of the Bank since 1993. From 1974 to 1993, Mr. Conde worked for BA Finance Corporation as Vice-President, Head for Branch Banking Division, Credit Administration Group , and Credit, Legal and Collection Group. Ceferino P. Tolentino, Jr., serves as Senior Vice-President of the Bank. Prior to joining the Bank, he was Vice President in charge of the technical services at Dynamic Software Solutions International from 1987 to 1989 and Assistant Vice-President of technology services of Metrobank from 1989 to 1994. Atty. Cesar I. Ilagan, serves as Senior Vice-President and Controller of the Bank. He was previously the Asia Regional Controller for Cypress Semiconductor Philippines Inc. from 1998 to 1999 and Controller for Intel Philippines Mfg. Inc. from 1987 to 1996. Atty. Fe B. Macalino, serves as Senior Vice-President, Corporate Secretary and General Counsel of the Bank. She began her career with the Bank in 1989. Her business experience includes an extensive legal and corporate practice in the fields of banking, investment and financial leasing services, manufacturing, trading, air chartering, cargo and bulk handling, shipping, security services. She previously worked at the Family Savings Bank prior to its merger with the Bank of the Philippine Islands from 1979 to 1982. She was Assistant Vice-President in charge of legal and collection at the State Investment House, Inc. from 1982 to 1985. She also served as the President of the Bank Administration Institute, Philippine Chapter. She was also the Corporate Secretary and Corporate Legal Counsel for the Philippines in Asian Alcohol Corporation, Far East Molasses Corporation, Ayala Molasses Company, Total Bulk Corporation, Asian Air Charters, Inc., and Bulldog Security Agency, Inc. Ramon G. Duarte, serves as Senior Vice-President and Head of Retail Product Development of the Bank. He was previously Assistant Vice-President of ProChief; Technical Officer of Dotenable, Inc. from 2000-2001; Head of Electronic Banking Transaction Services at ABN AMRO Philippines from 1999 to 2000; and Assistant Vice-President of Product Management under Global Transaction Services at Citibank from 1996 to 1999. 17 Roberto F. Abastillas, serves as Senior Vice-President of the Bank. He was previously Senior VicePresident and Head of the Account Management Center at International Exchange Bank. From 1987 to 1995, he was Vice-President and Head of the Account Management Group for United Coconut Planters Bank. Catalino S. Abacan is Senior Vice-President of Liabilities Products/Branch and Credit Card Operations since 2004 to present. From 1998 to 2003 he was assigned at the following positions in Union Bank, i.e., Vice-President/Region Service Operations Officer and Vice President Operations Head of UBP Visa Unit. From 1994 to 1997, he was Vice-President for Operations, Manila Offshore Banking Unit of Lippo Bank of Indonesia. From November 1996 to April 1997, he was instrumental in setting up a branch of Lippo Bank in Phnom Penh, Cambodia. He held several positions in Philippine Banking Corporation from 1975 to 1993 namely Credit Investigator-Appraiser, Head of Credit Investigation-Appraisal Unit, Branch Cashier, Branch Manager and Area Head for Manila branches. The last position he held was Group Head for Operations in Transaction Banking, International / FCDU and Treasury. Manuel G. Santiago, Jr., holds the position of Senior Vice-President and Credit Cards Product Business Head. He previously worked as Director for Operations in American Express Bank in Indonesia and prior thereto, Director for Operations in American Express International, Manila. Jose Levi S. Villanueva is Senior Vice-President of the Bank. Prior to joining the Bank, he was General Manager for PILTEL in the Visayas Region, Segment Manager for IBM-VISMIN and Vice-President for Sales Management and Control under the Consumer Banking Group in Citibank. Angelo Dennis L. Matutina, holds the position of Senior Vice-President and head of Business Network Management. He was hired in Unionbank on March 2002 as First Vice President; previously he was Assistant Vice President in Citibank and prior thereto as Product Manager. Ana Marie D. Lirio is Senior Vice-President and Treasurer of the Bank. She began her career with the Bank in 1989 as the Foreign Currency Group Head. Prior to joining the Bank, she was head of the Eurodesk at Citibank, N.A. Manila from 1986 to 1989. Michael Jack B. Garcia, serves as First Vice-President and Trust Officer of the bank. Prior to the Merger, he was Vice-President and Head of the Trust Center of International Exchange Bank. He held various finance positions at General Motors Europe in its offices in London and Brussels, performing treasury, corporate finance and fund management functions from 1997 to 2002. Alejandro E. Reyes, serves as Vice-President and Chief Compliance/Corporate Governance Officer of the Bank. He previously worked as Senior Manager at The International Corporate Bank from 1983 to 1994, Technical Assistant from 1981 to 1982 at the Family Bank and Trust Company and Member of the Operations Staff at Citytrust Banking Corporation from 1977 to 1981. Myrna E. Amahan, serves as Vice-President and Internal Auditor of the Bank. She previously worked as supervising IS auditor at Equitable-PCI Bank from 1996 to 2000 and was Head of the System Consultancy Services of the Commission on Audit from 1993 to 1996. Involvement in Certain Legal Proceedings 18 The Bank is not aware of any of the following events wherein any of its directors, nominees for election as director, executive officers, underwriter or control person where involved during the past five (5) years: ¾ any bankruptcy petition filed by or against any business of which a director, person nominated to become a director, executive officer, or control person of the Corporation was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ¾ any conviction by final judgment in a criminal proceeding or being subject to a pending criminal proceeding of any director, person nominated to become a director, executive officer, or control person of the Bank; ¾ any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director, person nominated to become a director, executive officer, or control person of the Corporation in any type of business or banking activities. The Bank is a defendant/respondent in various legal actions, most of which are claims for damages arising in the ordinary course of business. The results of these actions, however, will not have a material effect on the Bank’s financial position. Family Relationship among Directors Chairman and CEO Justo A. Ortiz is a relative in the 6th degree of consanguinity (second cousin) of Directors Stephen G. Paradies, Erramon I. Aboitiz, Iker M. Aboitiz and Jon Ramon M. Aboitiz. Certain Relationship and Related Transactions 1. There were no transactions during the last two (2) years with any director, officers or any principal stockholders (owning at least 10% of the total outstanding shares of the company) which were not in the ordinary course of business. 2. The Bank has no parent company. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Information as to the aggregate compensation paid or accrued during the last two calendar years and to be paid in the ensuing calendar year to the Bank’s Chief Executive Officer and four other most highly compensated executive officers are as follows: Aggregate Principal Compensation Name Position Year (net of bonuses) Bonuses Chairman & CEO Justo A. Ortiz 2010 91,943,703.55* 22,985,925.89* President & COO Victor B. Valdepenas EVP – Retail Edwin R. Bautista Banking Center EVP – Corporate Herminio M. Pugeda Product Banking Center EVP – Corporate Guia C. Lim Banking Center 19 Justo A. Ortiz Victor B. Valdepenas Edwin R. Bautista Herminio M. Pugeda Guia C. Lim Justo A. Ortiz Victor B. Valdepenas Edwin R. Bautista Herminio M. Pugeda Guia C. Lim Justo A. Ortiz Victor B. Valdepenas Edwin R. Bautista Herminio M. Pugeda Guia C. Lim All other officers & directors as a group unnamed Chairman & CEO President & COO EVP – Retail Banking Center EVP – Corporate Product Banking Center EVP – Corporate Banking Center Chairman & CEO President & COO EVP – Retail Banking Center EVP – Corporate Product Banking Center EVP – Corporate Banking Center Chairman & CEO President & COO EVP – Retail Banking Center EVP – Corporate Product Banking Center EVP – Corporate Banking Center 2009 85,133,058.84 21,283,264.71 2008 75,894,948.84 18,973,737.21 2007 65,370,140.40 16,342,535.10 2010 2009 2008 2007 787,175,438.33* 729,756,710.64 681,723,642.84 622,634,232.12 196,793,859.58* 182,439,177.66 170,430,910.71 155,658,558.03 *estimated amount The directors receive per diems for attendance in meetings of the board or its committees but do not receive compensation from the Bank for services rendered. There is no standard arrangement regarding compensation of directors and executive officers and there is no contract covering their employment. The executive officers receive salaries, bonuses, and other standard bank benefits that are already included in the amounts stated above. There are no warrants or options held by the Bank’s officers and directors. INDEPENDENT PUBLIC ACCOUNTANTS The current external auditor is Punong Bayan & Araullo (P & A). Representatives of P & A are expected to be present at the forthcoming Annual Stockholders Meeting and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. P & A has been appointed by the Board of Directors to act as Independent Public Accountant for FY 2008, and duly ratified by the Stockholders of the Bank at the last Annual Stockholders’ meeting. For this year, upon approval of the stockholders, their authority to appoint UBP’s Independent Public Accountant shall be delegated to the Board of Directors. After consultation with the Audit Committee, the Board of Directors has appointed P & A as UBP’s Independent Public Accountant. 20 The Bank undertakes to comply with SEC SRC Rule 68 (3)(b)(iv) which prescribes the period for the assignment of the Engagement Partner of the external auditors. Should the 5-year limitation of such assigned partner be attained, the Bank will require the rotation of such engagement partner pursuant to said SRC Rule. MEMBERS OF AUDIT COMMITTEE: The following are the members of the Audit Committee: 1. 2. 3. 4. 5. Armand F. Braun – Chairman/Independent Director Stephen G. Paradies - Vice Chairman Cancio C. Garcia - Regular Member/Independent Director Mayo Jose Ongsingo - Regular Member Sergio Antonio F. Apostol - Regular Member ALTERNATE MEMBERS: 1. Jon Ramon M. Aboitiz 2. Iker M. Aboitiz ACTION WITH RESPECT TO REPORTS The following matters will be submitted for approval of the stockholders at the Annual Stockholders Meeting on May 28, 2010: 1. 2. 3. 4. 5. 6. Approval of the minutes of the annual meeting of stockholders held on May 29, 2009; Chairman/CEO’s report to stockholders; President’s annual report on management operations for 2009; Ratification/confirmation of the appointment of external auditor by the Board of Directors; and Amendment of UnionBank’s By-Laws to include as additional provisions of Article V Sections 20 to 25 re: Inclusion of Audit, Market Risk and Operations Risk Management Committees and their Duties/Roles and Responsibilities. Election of directors for 2010-2011. In the May 29, 2009 Annual Stockholders’ Meeting the following matters were presented before the body: 1. 2. 3. 4. 5. Approval of the minutes of the annual meeting of stockholders held on May 23, 2008; Chairman/CEO’s report to stockholders; President’s annual report on management operations for 2008; Ratification/confirmation of the appointment of external auditor by the Board of Directors; and Election of directors for 2009-2010. AMENDMENT OF CHARTER, BY-LAWS OR OTHER DOCUMENTS Amendment of UnionBank By-Laws to include as additional provisions of Article V Sections 20 to 25 re: Inclusion of Audit, Market Risk and Operations Risk Management Committees and their Duties/Roles and Responsibilities which are also found in the Bank’s Revised Manual on Corporate Governance. “ARTICLE V xxx 21 Section 20. Audit Committee. The Audit Committee shall be composed of at least three (3) members of the Board of Directors, at least two (2) of whom shall be independent directors, including the Chairman, preferably with accounting, auditing, or related financial management expertise or experience. It shall provide oversight of the institution’s financial reporting and control and internal and external audit functions. It shall be responsible for the setting-up of the internal audit department and for the appointment of the internal auditor as well as the independent external auditor who shall both report directly to the Audit Committee. It shall monitor and evaluate the adequacy and effectiveness of the internal control system. The Audit Committee shall act for and in behalf of both the Bank and its wholly owned subsidiaries. Section 21. Duties and Responsibilities of the Audit Committee: a. Check all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements. b. Perform oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal and other risks of the Bank, and its wholly owned subsidiaries, and crisis management. c. Pre-approve all audit plans, scope and frequency one (1) month before the conduct of external audit. d. Perform direct interface functions with the internal and external auditors. e. Elevate to international standards the accounting and auditing processes, practices and methodologies, and develop the following in relation to this reform: i. A definitive timetable within which the accounting system of the Bank will be 100% International Accounting Standard (IAS) compliant. ii. An accountability statement that will specifically identify officers and/or personnel directly responsible for the accomplishment of such task. f. Develop a transparent financial management system that will ensure the integrity of internal control activities throughout the Bank and its subsidiaries through a step-bystep procedures and policies handbook that will be used by the entire organization. Market Risk Committee - The Market Risk Committee shall be composed of Section 22. the Chairman of the Board of Directors of the Bank, the President and three other members of the Board. The Committee shall set policies and standards for market risk identification and analysis measurement, monitoring and control. Section 23. Duties and Responsibilities of the Market Risk Committee: a. Sets policies and guidelines for the measurement, management and reporting of market risk. Ensures that the market risk management process satisfies corporate policy. 22 b. Reviews the Treasury Portfolio (including contingent accounts) on a monthly or regular basis and recommends valuation reserves, as necessary. c. Reviews and endorses Treasury Risk Limits for Board approval. d. Endorses Treasury-Related Product Programs and Manuals for approval of the Board of Directors. e. Approves models and systems used to calculate market risk. f. Promotes the continuous development of market risk infrastructure, understanding this to be an evolutionary and dynamic process. programs and g. Ensures that Business Units provide for ongoing review and validation of the adequacy and soundness of market risk policies, assumptions and practices. h. Creates and promotes a risk culture that requires and encourages the highest standards of ethical behavior by risk managers and risk-taking personnel. i. Encourages the professional development and training of management and staff in market risk management, risk control, and risk-taking activities. j. Monitors the sensitivity of the Bank’s financial condition to the effects of market volatility and adverse price changes of the Bank’s portfolio of financial instruments, and oversees the Bank’s liquidity position through the Bank’s Assets and Liability Committee (“ALCO”). Operations Risk Management Committee - The Operations Risk Section 24. Management Committee shall be composed of three members of the Board of Directors of the Bank and two members from Senior Management. It is responsible for reviewing risk management policies and practices relating to operational risk, including those that affect branches, internet banking, central processing services and treasury operations. Roles and Responsibilities of the Operations Risk Management Section 25. Committee: a. Assesses the adequacy of the Bank’s policies, procedures, organization and resources for preventing, or limiting the damage from unexpected loss due to deficiencies in information systems; business, operational and management processes; employee skills and supervision; equipment; and internal controls. b. Reports results of periodic or special risk assessments conducted in various businesses and operating units of the Bank, to proactively uncover operational risks that can result to actual loss or damage to the Bank. c. Summarizes results of internal audits, BSP examinations, and investigation of administrative cases that highlight trends indicative of present or emerging exposures to specific operational risks. Bank. d. Performs risk assessment of major information systems to be implemented in the e. Reviews regulatory compliance issues, whether currently existing, or anticipated to arise as a result of new laws or regulations. f. resources.” Reviews and endorses the Bank’s Business Continuity Plan, strategies, and 23 VOTINGPROCEDURES VoteRequirement 1. 2. 3. Forelectionof Directors Code,the fifteen(15) nomineesreceivingthe Pursuantto Section24 of the Corporation highestnumberof votesshallbe declaredelected. presenteither submittedto a vote,a majorityvoteof the shareholders Forother.matters for the approvalof suchmatter. in personor by proxyis necessary By-Lawsto includeas additionalprovisionsof Artble V Amendmentof UnionBank's RiskManagement Sections20 to 25 re.'Inclusionof Audit,MarketRiskand Operations and Responsibilities. Committees andtheir Duties/Rolbs with the general shallbe in accordance The methodof countingthe votesof the shareholders provisions Countingwill be doneby tabulationof the votesby of the Corporation Codeof the Philippines. with the assistance of herstaftandthe stockandtransferagent. Secretary the Corporate The Bank undeftakes to provide without charge to each person solicited, upon written request of such person, a copy of the Bank's annual repoft on SEC Form 17-A. Requestsmay be sent to Ms. Virgie San Pascual 18b Floor, UnionBank Plaza, Meralco Avenue, Oftigas Center, PasigCity. SIGNATURES Code,the Bankhasduly causedthis of the SecuriiiesRegulation Pursuant,to the requirements h6reuntodulyauthorized. reportto be signedon its behalfby the undersigned UNION BANK By: Date: April7, 2010 CorporateSecretary 24 COVER SHEET 3 6 0 7 3 S.E.C. Registration Number U N I O N B A N K O F T H E P H I L I P P I N E S A V E N U E S T R E E T S C E N T E R , P A S I G C I ( Business Address : No. Street City / Town / Province ) T Y (Company's Full Name) U N I O N B A N K C O R O N Y X O R T I G A S P L A Z A A N D M E R A L C O S A P P H I R E CESAR G. ILAGAN Contact Person 1 2 3 1 Month (632)667-6388 Company Telephone Number SEC FORM 17-A Day 0 5 FORM TYPE Month Fiscal Year 2 8 Day Annual Meeting U N D E R W R I T E R - S E C Secondary License Type, If Applicable C F D Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 5, 7 4 7 Domestic Total No. of Stockholders To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier STAMPS Remarks = pls. use black ink for scanning purposes Foreign SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 11 OF THE REVISED SECURITIES ACT AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES 1. For the calendar year ended December 31, 2009 2. SEC Identification Number 36073 3. BIR Tax Identification No. 047-000-508-271 4. UNIONBANK OF THE PHILIPPINES Exact name of registrant as specified in its charter: 5. METRO MANILA, PHILIPPINES Province, Country or other jurisdiction or incorporation or organization 6. (SEC Use Only) Industry Classification Code 1605 7. UnionBank Plaza, Meralco Ave. cor. Onyx and Sapphire Streets, Ortigas Center, Pasig City Postal Code Address of Principal Office 8. (632) 667-6388 Registrant’s telephone number, including area code 9. Not applicable Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Common Stock P10.00 par value Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding 641,422,420 shares 11. Common Stocks are listed at the Philippine Stock Exchange. 12. Check whether the issuer: (a) Has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports); Yes [ X ] No [ ] (b) - Has been subject to such filing requirements for the past ninety (90) days. Yes [ X ] 1. No [ ] 13. The aggregate market value as of December 31, 2009 of the voting stock held by nonaffiliates P23,732,629,540.00 1 UNIONBANK OF THE PHILIPPINES TABLE OF CONTENTS SEC FORM 17-A Page Part I – BUSINESS AND GENERAL INFORMATION Item 1 Item 2 Item 3 Item 4 Business Properties Legal Proceedings Submission of Matters to a Vote of Security Holders 3 21 21 22 Part II – SECURITIES OF THE REGISTRANT Item 5 Market for Registrant’s Common Equity and Related Stockholder Matters 22 Part III – FINANCIAL INFORMATION Item 6 Item 7 Item 8 Management’s Discussion and Analysis or Plan of Operation Financial Statements Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 24 29 30 Part IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS Item 9 Directors and Executive Officers of the Issuer Item 10 Executive Compensation Item 11 Security Ownership of Certain Beneficial Owners and Management Item 12 Certain Relationships and Related Transactions 31 39 40 44 Part V – CORPORATE GOVERNANCE Item 13 Discussion on Compliance with leading practice on corporate governance 45 Part VI – EXHIBITS Item 14 Exhibits/Reports on SEC Form 17- C 46 SIGNATURES INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES INDEX TO EXHIBITS 48 2 PART I – BUSINESS AND GENERAL INFORMATION Item 1. UnionBank of the Philippines is a universal bank in the Philippines which provides a wide range of commercial, retail and corporate banking products and services, including loan and deposit products, cash management services, trust banking services, consumer finance, treasury activities and electronic banking. The Bank aims to distinguish itself from its competitors through, among other things, its innovative technologies and products, customer service and cash management services. The Bank’s products include internet banking, customized cash management products and services, mobile phone banking services and electronic banking solutions. UnionBank continues to re-invent itself, having evolved from a traditional two-product bank (deposittaking and lending) to a multi-product financial services company that leverages a lot on technology. Diverging from the traditional banking business model, UnionBank behaves like a payment intermediary in terms of managing its liabilities, and like an investment bank in managing its assets. In terms of processes, UnionBank behaves like a factory operating center, successfully grouping together and linking electronically the support units in the head office and branches. The Bank’s franchises are unique: cash management solutions, technology-based products, and fund management. UnionBank’s clientele encompasses over 1.6 million retail customers, thousands of middle-market & high-end corporate segments, and major government institutions. The Bank remains focused on meeting changes in customer needs through technological advancements and seeks to remain at the forefront of technology-based banking in the Philippines. The Bank believes that its use of technology and its operational structure has enabled it to capture and secure a loyal customer base as well as to achieve high levels of efficiency and productivity. As part of its growth strategy, the Bank aims to establish itself as a leading multi-product financial services bank in the Philippines by increasing its share of the banking business for all market segments though providing a full range of financial products and services. Vision Having accomplished its corporate vision set in 1993 to become a top five bank, UnionBank sets its sight on a new vision: “To become one of the top three universal banks in the Philippines in the first decade of the 21st century, with a full range of financial products and services for which we shall be the acknowledged leader in service, innovation, and value-for-money, conveniently accessed anytime, anywhere by delighted customers, for whom we shall be a dominant financial services portal, all enabled by bold, smart and self-driven professionals.” As a financial portal, UnionBank today offers a robust internet product that includes functionalities such as online corporate cash management, bills payment, fund transfer, application for financing, transaction information, basic request and information services, insurance and wireless access. 3 Business Segments UnionBank of the Philippines is a universal bank by franchise. It offers a wide range of financial and related products and services. The Bank’s core businesses are retail banking, consumer finance, corporate banking, commercial banking (comprising middle-market banking), cash management, trust banking and treasury operations (involving management of the Bank’s liquidity and funding requirements and handling of transactions in the financial markets covering foreign exchange, fixed income trading and investments, and derivatives). Through its subsidiaries, the Bank is also engaged in pre-need products and property administration and management. • Personal Banking • Corporate / Commercial Banking • Business Banking • Capital Market • E-Banking Personal Banking CARD PRODUCTS. UnionBank launched its credit card business in 1999. Today, UnionBank Credit Cards is the leader in co-brand and affinity credit card partnership. It has 16 co-brand and affinity credit cards in partnership with retail, educational, medical, financial and service institutions, life and non-life insurance and airline, providing unique values for each group of cardholders. UnionBank also has a unique line of specialty credit cards. Titanium Visa is the only credit card targeting upscale men with passion for golf. Bai Visa is the first regional specialty card in the country focusing on the unique psychographic characteristics of Cebuanos and Cebu life as a region. UnionBank OmniPass is the only credit card that earns miles and travel rewards on air, land and sea. Shop & Talk Visa is UnionBank’s latest specialty card. Just launched in May 2009, Shop & Talk is the first and only credit card in the market that automatically offers mobile phone prepaid load rewards across all mobile telecommunications networks, making it the fastest and easiest way to earn and redeem rewards in the market. In addition, it also offers rebates on mobile phone post-paid subscription, and rebates on mobile phone electronic prepaid load (e-load) purchases. Today, UnionBank cardholders enjoy not just worldwide acceptance but other features and benefits such as: an installment program, an auto-charge facility, auto-insurance installment plan, rewards and discount program and credit life insurance. Cardholders enjoy payment convenience and flexibility with billings in Peso for international purchases, longer credit terms, flexible monthly payment and numerous payment channels. Customer Service covers a 24/7 hotline, email, Facebook, Twitter and mobile banking and electronic banking technology. AUTO, MORTGAGE AND PERSONAL LOANS. The Bank provides auto, housing and salary loans to its retail customers. The Bank’s Easy Car Loan program, which caters to both brand new and preowned models, provides affordable rates and monthly amortizations. The Bank offers a Salary Loan Facility as additional benefit to employees of accredited companies availing the Bank’s payroll service. This is a multi-purpose loan which provides a 3-day processing of applications & a hassle-free collection through automatic salary deduction. The Bank also offers a complete line of mortgage financing designed to meet specific customer needs for acquiring real estate, for building a house on their land or for securing funds for special personal investments, using their real estate as collateral, behind affordable rates and monthly amortizations. . INVESTMENT PRODUCTS. The Bank currently manages 8 funds for its retail and corporate clients – UnionBank Money Market Fund, UnionBank T-Bill 91 Fund, UnionBank Infinity Fund, UnionBank Peso Bond Fund, UnionBank Long Term Current Income Fund, UnionBank Large Capital Equity Fund, the UnionBank Institutional Tax Exempt Bond Fund and the UnionBank Philippine Dollar Bond Fund. The UnionBank Money Market Fund and UnionBank Infinity Fund are invested primarily in short-term outlets that range from 1 to 3 years. The UnionBank Peso Bond Fund is placed in medium term investments. The UnionBank T-Bill 91 Fund and the UnionBank Long Term Current Income Fund provide clients with income that they can use for various needs; the T-Bill Fund gives dividends to clients on a quarterly basis whereas the Long Term Current Income Fund pays dividends to clients on a monthly basis. The 4 UnionBank Large Capital Equity Fund looks at a longer investment period and is invested in high quality stocks. The UnionBank Institutional Tax Exempt Bond Fund is designed to simplify administration and investment of tax-exempt funds, allowing the pooling of funds and subsequent investment in tax-exempt securities. Finally, the UnionBank Philippine Dollar Bond Fund is designed for medium term investments and seeks returns higher than the regular time deposit. PRE-NEED. First Union Plans Inc. (FUPI), a wholly owned subsidiary of Union Properties, Inc., entered its pre-need business in July 2000. FUPI offers all-in-one savings and pension plans where one can have an option for one time payment or have easy, flexible payment terms with complimentary plan insurance and other guaranteed benefits. Over the past several years, FUPI has consistently posted substantial growth, both in terms of sales volume and profitability. As a result, FUPI remains firm in its commitment to its planholders, their families and its various publics to ensure delivery of plan benefits and render quality service. Corporate Product Banking When the Bank launched its internet banking service, it had already in place the most advanced and developed corporate cash management product offering among the local banks. The Bank’s cash management solutions cover a comprehensive set of collection, disbursement and even overseas remittance solutions that are anchored on technological expertise, market knowledge and industry leadership. UnionBank Checkwriter brings into one seamless loop all parties involved in the disbursement process from the authorizing company to the releasing Bank branch and including the supplier. It takes care of businesses’ otherwise time-consuming check preparation and processing. UnionBank Checkwriter has been continuously making waves since it was launched in 1995. It was further strengthened by using a stable, online platform last 2007. Corporate Collections is a suite of value-added collections solution designed to meet the efficient management of corporates’ receivables nationwide. Corporate Collections has more than 1,200 corporate clients. The Bank relieves companies from the physical custody and monitoring of post-dated checks (PDCs) through UnionBank Checkhouse. Under Corporate Collections, the UnionBank Checkhouse allows companies to maximize all collected funds since all matured PDCs are automatically deposited to their accounts subject for clearing. The Bank has recently developed a stronger online platform for the UnionBank Checkhouse to allow clients to view and monitor the status of their post-dated checks anytime, anywhere. Before the Payment Gateway, among the Bank’s latest ongoing e-business initiative is the Electronic Invoice Presentment and Payment product or EIPP which allows existing buyer-centric or seller-centric communities to order, invoice, and pay each other using the Bank’s web-based, value-added network. GSIS eCard. A first in the Philippines, the eCard is a multi-functional VISA debit/ATM/ID card primarily used as electronic disbursement card for GSIS benefits and is now being used by 1.6 million members and pensioners of the Government Service Insurance System. It was launched in mid-2004. UnionBank is now working with GSIS on the Unified Multi-Purpose ID project that will be used as an ID card for individuals who are members of these government agencies: GSIS, SSS, Pag-ibig and Philhealth. The card will contain a common reference number (CRN) that the member may use in dealing with these agencies. Pinoy Money Card. Developed initially for Overseas Remittance market, the Pinoy Money Card (PMC) has evolved into becoming a multi-purpose, instant issue payment channel card that can be used to make payments to or collect from the individual member/customer base. The PMC can be used at any VISA establishment all over the world and may be used at any Megalink, Bancnet and Expressnet ATM nationwide, and at PLUS ATMs internationally. Reloading of the PMC by the cardholder can be done at the authorized/accredited outlets of the corporate/institutional clients, as well as at UnionBank's tie-up Money Transfer Companies around the world. The Know Your Customer (KYC) process and AntiMoney Laundering (AML) controls for the Pinoy Money Card complies with the Bangko Sentral's KYC & AML rules and regulations. 5 Capital Markets The Bank takes proprietary positions in the capital markets, both domestic and overseas. At the same time, it continues to be a major player in the foreign exchange markets in the country. UnionBank is a "USD/PhP Reference Fixing Bank" and is one of the top 12 most active banks in the Philippine Dealing System. Its Treasury team enjoys market reputation for its foresight and speed in seizing market opportunities. E-banking The Philippines’ first financial services portal, Unionbankph.com (www.unionbankph.com), offers a broad range of financial services for the individual, business, corporate, and investor customers. Through the E-Wallet Card, UnionBank's deposit account card, individual UnionBank depositors can view their balances online, pay their bills, schedule payments to frequent payees and transfer funds; while, at the same time, learning about other UnionBank products, services and promotional offers. The EON Cyber-Account facility has similar functionalities to the Retail Online Banking facility. UnionBank's Consumer Finance Center is very much committed in strengthening its products. The Bank offers more features and benefits on its auto and mortgage loans, making these products unique, superior and the preferred choice in the market. Corporate clients can access Corporate eBanking, the corporate online banking service of the web site delivering online account balances, checkwriting and payroll services to corporate clients around the country. OneHub.Gov is the Business-to-Government (B2G) arm of Corporate UnionBanking, linking the company to requisite government payment facilities like SSS, BIR, PHILHEALTH, PAG-IBIG AND BUREAU OF CUSTOMS to provide a complete end-to-end solution for companies and their employees. As part of its financial portal positioning, Unionbankph.com also provides access to a number of related services such as financial calculators, foreign exchange rates, stock market news and reports through UnionBank's in-house traders and tie-ups with content providers. Business Banking Business Check is an interest-earning checking account for SMEs and businesses that comes with a fullrange disbursement software. The Business Check System software is the first of its kind in the country and provides clients with everything they need to automate, streamline and professionalize the way they write and disburse their checks – from preparing and printing their checks using the check-voucher format, to automatically reconciling negotiated checks, and even generating comprehensive reports needed for monitoring their disbursements. With its latest version, check-writing is made even faster and better with its simultaneous user access and multiple account management functionalities. BusinessOnline, on the other hand, is UnionBank’s internet banking facility for SMEs and businesses that allows clients to manage and monitor their business accounts at the click of a mouse. Anytime and anywhere, he can log on to BusinessOnline and view his account balances, transfer funds between his enrolled accounts and pay his bills. EZ Cash is re-loadable ATM and VISA prepaid card that can be used to withdraw funds or remittances at ATMs or to purchase goods anywhere VISA is accepted. EZCash is an innovative non-account-based card which provides payment solutions for SMEs and businesses. It is a secure, simple and economical alternative to streamline business operations and reduce costs. SME Network/Dealers-Suppliers Financing UnionBank BusinessLine is committed in offering innovations and modern-day solutions aimed at delighting its customers. With that, the Bank created products that efficiently address the financing needs of today's SMEs. UnionBank BusinessLine / MyLine is a multi-purpose, fully-secured revolving credit facility available to corporate and individual borrowers through drawings via special checking account. BusinessLine's advantages lie on its convenience, flexibility, and cost-efficiency. 6 UnionBank Market Execution Partners (MEP) Line is a 2-in-1credit facility exclusively developed for the MEPs of Coca Cola Bottlers Philippines, Inc. This facility offers both a Standby Letter of Credit (SBLC) and a Revolving Credit Line (RCL) which MEPs can use for their inventory purchases with Coca Cola. Compared to its competitors, only UnionBank MEP Line has reduced SBLC charges and complimentary RCL. UnionBank BusinessLine MD is a multi-purpose, fully secured credit facility designed with the doctor in mind, enabling them to more efficiently manage both their professional and personal financial requirements. Aside from real estate properties and deposits, UnionBank BusinessLine MD accepts clinic shares as collateral. UnionBank BusinessLine for Contract Growers is a loan facility made available to the Contract Growers of San Miguel Corporation and its subsidiaries to help finance the construction, upgrade, and expansion of their poultry farming facilities. Payment Gateway. UnionBank is the first bank to implement an international grade Payment Gateway in the country. “The Port” (Payment Online, Real-time), launched in March 2001, is the Bank’s payment gateway capable of servicing all current and ‘new economy channels’ and compatible with all payment methods (Debit/ATM cards, prepaid solutions, various e-wallet solutions). The Bank’s Payment Gateway facilitates ‘e-commerce’ over internet transactions. By acting as the intermediary between merchants and their customer, it serves as the key to the Bank’s B2B2C business. The Payment Gateway fills in a major missing link between the B and the C market, comprised of merchant establishments and small-and-medium scale retailers and distributors - the downstream Business-to-Business (B2B) communities. Through The Port, the Bank is completing the payment leg to e-commerce in the Philippines. The Bank earns from the operating deposit accounts opened by the merchant establishments and through transaction fees. Stradcom, LTO’S Information Technology Company, is the latest merchant availing of the facility to allow online request for driver’s license or motor vehicle certifications, redeem confiscated driver’s license or motor vehicle plates for apprehensions that do not require physical appearance. The Payment Gateway is also preparatory to the Bank’s push towards enabling universal commerce, integrating e-commerce and physical channels. It has kept its focus on what is a natural banking franchise, the payment franchise. The Bank’s Chairman and Chief Executive Officer (CEO), Justo A. Ortiz, has earlier set the tone for the development of the Bank’s payment services in a policy statement he made in June 2000, as follows: “What’s familiar is that we’re fulfilling and defending our PAYMENT INTERMEDIARY role. What’s new is that we’re evolving into an INFORMATION INTERMEDIARY as well. As a bank, we have a built-in advantage, - we’re good in providing SECURITY, CONFIDENTIALITY, RISK MANAGEMENT, and FINANCIAL STRENGTH – which non-bank portals and B2B companies don’t intrinsically provide.” eGobyerno. An inherent part of UnionBank’s strategic goals is to build an online business community that focuses on B2G or the e-commerce/financial settlement of business private entities to various government agencies. In order to build eGobyerno, the Bank makes use of its online payment facility, the Union Secure.Pay. Union Secure.Pay is a B2B / B2G application that allows trading partners to engage in payment in an online, real-time and secured environment. Registered users pass through a security firewall and have to comply with their authorization level in doing any electronic payment transaction. Secure.pay is designed to complete the full-cycle processing of any web-based procurement or billing application with online payment that complies with the specific requirements of corporations. Government agencies included in the UnionBank eGobyerno are Bureau of Internal Revenue for their EFPS (Electronic Filing and Payment System); the Social Security System for their SSS Online Payment, Securities and Exchange Commission for their SEC i-Register as well as Philhealth, Pag-IBIG and Bureau of Customs. Segment Information The Bank’s main operating businesses are organized and managed separately according to the nature of services provided and the different markets served, with each segment representing a strategic business unit. The Bank’s main business segments are as follows: 7 Consumer Banking – principally handles individual customers’ deposits and provides consumer type loans, such as automobiles and mortgage financing, credit cards facilities and funds transfer facilities. This segment contributes 34% of revenues. Corporate & Commercial Banking - principally handles loans and other credit facilities, deposit and current accounts for corporate, institutional, small and medium enterprises, and middle market customers. This segment contributes 14% of revenues. Treasury – principally manages the Bank’s liquidity and funding requirements, and handles transactions in the financial markets covering foreign exchange, fixed income trading and investments, and derivatives. This segment contributes 47% of revenues. Headquarters – includes corporate management, support and administrative units not specifically identified with Consumer Banking, Corporate Banking or Treasury. This segment contributes 5% of revenues. There are no revenues of the Bank which come from foreign sales. Access Channels The Bank utilizes multiple channels for transaction and information access, serving the diverse needs of its relevant target customers through strategically located nationwide branch banking network comprising a total of 175 operational branches and 202 automated teller machines (ATMs) as of December 31, 2009, supplemented by a call center and its internet bank, www.unionbankph.com ONSITE ATMS DIRECTORY BRANCH NAME ADDRESS 1. Acropolis 171 Bridgeview Building, E. Rodriguez Jr. Avenue, Bagumbayan, Q.C. 2. Aguirre Republic Glass Bldg., 196 Aguirre cor. Salcedo St., Makati City 3. Alabang Town Center Alabang cor. Theater and Commerce Ave., Alabang Town Center, Muntinlupa City 4. Angeles #321 Miranda St.,Angeles City 5. Annapolis G/F Mercedes ! Bldg., Annapolis Street, Greenhills.,San Juan, Metro Manila 6. Araneta Avenue Del Moral Bldg., 341 G. Araneta Ave., Quezon City 7. Aurora 708 A. Dona Consuelo Bldg.,Aurora Boulevard cor Hemady st., New Mla, Quezon City 8. Ayala SSS (alfaro) SSS Building Ayala Avenue., Makati City 9. Ayala Rufino Rufino Bldg. Ayala Ave. corner Herrera St., Makati City 10. Ayala Alabang G/F, NOL Building, Commerce Ave. Madrigal Business Park Alabang Muntinlupa City 11. Ayala Avenue G/F, Don Vicente Madrigal Building.,6793 Ayala Avenue, Makati City 12. Ayala Avenue 2 G/F, Don Vicente Madrigal Building.,6793 Ayala Avenue, Makati City 13. Bacolod G/F PhilAm Bldg., Lacson cor. Galo St.,Bacolod City 14. Bacolod Araneta First Provincial Finance Corp. Bldg., Araneta cor. Rosario Sts., Bacolod City 15. Bacolod Araneta II First Provincial Finance Corp. Bldg., Araneta cor. Rosario Sts., Bacolod City 16. Bacoor Addio building, aguinaldo H-way talaba bacoor., Cavite 17. Baesa Dra. Concordia Pascual Bldg., 142 Quirino Highway, Baesa, Q. C. 18. Baguio City Patria de Baguio Bldg, Session Road cor. Fr.Carlu Loop, Baguio City 19. Baliuag Benigno Aquino Avenue Poblacion Baliuag, Bulacan 20. Banawe Banawe Street corner Quezon Avenue., Quezon City 21. Batangas GNG Realty Bldg., P. Burgos St. near cor.,D. Silang, Batangas City 22. BF Homes 55 President's Avenue, BF Homes Subdivision., Paranaque City 23. Bicutan 28 Dona Soledad Avenue, Better Living Subd., Paranaque City 24. Binan-Carmona Bo. Maduya, Governor's Drive.,Carmona, Cavite 25. Binondo Haphong bldg., Quintin Paredes cor., Dasmarinas st., Binondo Manila 26. Boni Avenue 655 Boni Avenue corner Ligaya Street.,Mandaluyong City 27. Bonifacio Global G/F Mancor Corporate Center., 32th street., Bonifacio Global City., Taguig City 28. Butuan 1 G/F CAP building, cor. Jose Aquino Ave.,& Jose Rosales Ave. Libertead district, Butuan City 29. Butuan 2 G/F CAP building, cor. Jose Aquino Ave.,& Jose Rosales Ave. Libertead district, Butuan City 8 30. Cabanatuan P. Burgos Streets., Cabanatuan City 31. CDO- Lapasan Lapasan National Highway, Cagayan de Oro City 32. CDO- Lapasan II Lapasan National Highway, Cagayan de Oro City 33. Cagayan de Oro G/F, Philamlife Building.,Don Apolinar Velez Street.,Cagayan de Oro City 34. Cainta F.Felix Avenue corner Karangalan Drive, Cainta, Rizal 35. Calamba Marcelita Building, National Highway, Barangay Real, Calamba City 36. Calamba G/F, Anderson Building.,Bgy. Parian, Calamba, Laguna 37. California Garden Square G/F Cluster El Dorado, Unit A2 California Garden Square, Libertad St., Mandaluyong City 38. Caloocan 357 Rizal Avenue Extension,Grace Park, Caloocan City 39. Cebu Asiatown 1 Unit GF 01 TGU Tower Jose Maria del Mar Street, AsiaTown I.T. Park, Brgy Apas Cebu City 40. Cebu Banilad Gaisano Country Mall, Talamban Road, Banilad, Cebu City 41. Cebu Borromeo Plaza Borromeo Building Borromeo Street, Cebu City 42. Cebu Center Gen. Maxilom Avenue.,Cebu City 43. Cebu Colon Gullas Bldg, Colon St., Cebu City 44. Cebu Fuente G/F Benigno Du Building, Fuente, Osmena Boulevard, Cebu City 45. Cebu Lahug Cardinal Rosales Avenue., Cor. Samar Loop Cebu Business Park., Cebu City 46. Cebu Lapu-Lapu Circumferential Road, Barrio Ibo, Mactan Airport Road,Lapu-Lapu City, Cebu 47. Cebu Lapu-Lapu II Circumferential Road, Barrio Ibo, Mactan Airport Road,Lapu-Lapu City, Cebu 48. Cebu - Mandaue G/F, Khuz'ns Building, North Highway.,Estancia, Mandaue City 49. Cebu Plaridel 104 Plaridel Street., Barangay Sto. Nino Cebu City 50. Cebu SM SM City Cebu, North Reclamation Area, Cebu City 51. Commonwealth Avenue G/F, JOCFER Building, Commonwealth Ave., Diliman Quezon City 52. Congressional 22 RTF Bldg., Congressional Ave. cor. Visayas Ave., Quezon City 53. Congressional Avenue Congressinal Ave., corner biak na bato street., Quezon City 54. Cubao P. Tuazon St., corner 7th Avenue., Cubao Quezon City 55. Cubao Aurora-East J & F Divino Bldg. 961 Aurora Blvd., Cubao, Quezon City 56. Cubao Rustans Ground Floor, Rustans Superstore Bldg., Araneta Center, Cubao Quezon City 57. Dagupan Angel B. Fernandez, Dagupan City 58. Dasmarinas Binondo 6-A Cu-unjieng building Q. Paredes corner Dasmarinas streets., Binondo Manila 59. Dasmarinas Cavite Aguinaldo Highway, cor Congressional Ave.,Dasmarinas, Cavite 60. Dasmariñas Village Solid House Bldg.,Lumbang St.,corner Pasong Tamo Extension 61. Davao Duterte Dacudao Building, Duterte Street, corner Legaspi Street, Davao City 62. Davao Magsaysay I Ramon Magsaysay St.,corner Jacinto St., Davao City 63. Davao Magsaysay II Ramon Magsaysay St.,corner Jacinto St., Davao City 64. Davao-Monteverde G/F, Mintrade Building.,Monteverde Avenue corner Sales Street.,Davao City 65. Davao-Quirino Quirino Avenue corner San Pedro Street.,Davao City 66. Davao-Recto Valgosons Bldg., C.M. Recto St., Davao City 67. Davao-U. Mall Aldevinco-University Mall cor C.M. Recto St., Davao City 68. Davao-V. Plaza Victoria Plaza Complex, J.P. Rizal Ave., Davao City 69. Del Monte 447 Del Monte Avenue corner Biak-Na-Bato St., Quezon City 70. Dela Costa G/F Lobby Unit, Singapore Airlines Bldg.HV dela Costa St, Salcedo Village, Makati City 71. Divisoria Hin Long Bldg., 719 Juan Luna street., corner Sta. Elena Street., Manila 72. Dr. A. Santos Bervil Market Complex, Dr. A. Santos Ave., Parañaque, M.M. 73. Dumaguete 1 Real and San Juan street., two major road in the city., Dumaguete City 74. Dumaguete 2 Real and San Juan street., two major road in the city., Dumaguete City 75. EDSA Kalookan 512 EDSA corner Urbano Plata Street.,Kalookan City 76. Emerald Avenue G/F, Corporate Plaza Building.,Emerald Ave., Ortigas Center Pasig City 77. Escolta G/F Regina Bldg., Escolta Manila 78. Ermita – Mabini 1336 A. Mabini St., Ermita, Manila 79. E. Rodriguez 78-E E. Rodriguez Sr. Avenue, Q.C 80. General Santos Unionbank Bldg.,Pioneer Ave.,Gen. Santos City 81. General Santos G/F, Laiz Building, 127 Pioneer Avenue.,General Santos City 82. Gotesco Ever Gotesco Commonwealth Don Antonio St. Cor. Commonwealth Ave. Q.C 83. Greenbelt Aboitiz Bldg., 110 Legaspi St., Lagaspi Village, Makati city 84. Greenhills Ortigas Avenue near corner Wilson St.Greenhills, San Juan Metro Manila 9 85. Iligan City Quezon Ave., Iligan City 86. Iligan City II Quezon Ave., Iligan City 87. Iloilo Gen Luna Gen Luna Villa Anita Village., City Proper Iloilo City 88. Iloilo Gen Luna II Gen Luna Villa Anita Village., City Proper Iloilo City 89. Iloilo Iznart North J.A. Tan and Sons Bldg., Iznart St., Iloilo City 90. Iloilo Iznart North II J.A. Tan and Sons Bldg., Iznart St., Iloilo City 91. Imus - Cavite G/F, Melta Building, Aguinaldo Highway.,corner Sampaguita Village, Imus, Cavite 92. Insular Ayala I (mob) Insular Building Ayala Avenue., corner Paseo de RoxasMakati City 93. Insular Ayala II (mob) Insular Building Ayala Avenue., corner Paseo de RoxasMakati City 94. Intramuros G/F, BF Condominium Building.,A. Soriano Avenue, Intramuros, Manila 95. J.P. Rizal # 731 J.P. Rizal Street, Makati City 96. Julia Vargas Centerpoint Cond., Doña Julia Vargas Ave. cor. Garnet St., Ortigas Center, Pasig City 97. Kalookan 9th ave., cor., Rizal ave., Grace Park Kalookan City 98. Kamias G/F, TDS Building.,No. 72 Kamias Road, Quezon City 99. Katipunan 335 AGCO Building, Katipunan Avenue., Loyola Heights., Quezon City 100. Laoag II Corner Rizal and Guerrero Streets., Laoag City., Ilocos Norte 101. Las Piñas Real St., Pamplona, Las Piñas 102. Las Pinas Alabang-Zapote Road corner Crispina Avenue., Pamplona Las Pinas City 103. Legaspi Sia Ko Pio Building., Rizal street., Legaspi City 104. Libis 184-B E. Rodriguez Jr. Avenue., Bagumbayan Quezon City 105. Lipa B. Morada Avenue.,Lipa City 106. Lucena Prestige Building Quezon Avenue., Cor Evangelista st. Lucena City 107. Main Office Center G/F, Ibank Exchange Building.,142 Amorsolo str., Legaspi Village.,Makati City 108. Makati Avenue Makati Avenue corner Durban Street., Makati City 109. Makro Sucat Km. 21 East Service Road, Muntinlupa City 110. Malabon Gov. Pascual Avenue corner Rivera Street.,Malabon, Metro Manila 111. Malate G/F, Marioco Building.,1945 M. Adriatico Street, Malate, Manila 112. Malinta G/F, Mirjan Building, 295 Maysan Road.,Paso de Blas, Valenzuela City 113. Mandaue, Cebu Kentredder Bldg., A. Cortez St., Mandaue City 114. Marikina 233 J.P. Rizal St., cor., Sta Inez., Sta Elena Marikina City 115. McKinley Hills G/F Units 2WS A & 2WS B, Two World Square, McKinley Hill., Taguig City 116. Medical City Medical City Hospital Compound, Lourdes St. cor. San Miguel Ave., Mandaluyong City 117. Meycauayan G/F, Marian Building, MacArthur Highway.,Calvario, Meycauayan, Bulacan 118. Muñoz Muñoz Market, EDSA, Quezon City 119. Muntinlupa 12 National Road Putatan Muntinlupa Metro Manila 120. Naga Padian Padian Street., Padian City 121. Naga Padian II Padian Street., Padian City 122. Navotas 807-817 M. Naval St., Navotas., Metro Manila 123. New Divisoria Stall Nos. UG 5-6, Sto. Cristo st., cor M. de Santos st., Binondo Manila 124. Novaliches Leonora Building, Quirino Highway, Talipapa Novaliches, Quezon City 125. Novaliches 854 Quirino Highway, Gulod, Novaliches Quezon City 126. Olongapo I No. 87 Magsaysay Drive, Olongapo City 127. Olongapo II No. 87 Magsaysay Drive, Olongapo City 128. Ortigas 21 San Miguel Avenue., Ortigas Center, Pasig City 129. Pagadian Rizal Avenue, Pagadian City 130. Pagadian II Rizal Avenue, Pagadian City 131. Pandacan Unit ONP, 1763 Paz M. Guanzon St., Pandacan, Manila 132. Paranaque Quirino Avenue, corner V. Medina Street, La Huerta Paranaque City 133. Pasay 2528 Taft Avenue, Pasay City 134. Pasay Road 912 Gemland Commercial bldg., Pasay road., San Lorenzo Village Makati City 135. Paseo De Magallanes G/F Maga Center., Paseo De Magallanes., Makati City 136. Pasong Tamo G/F, JTKC Center 2155 Pasong Tamo street., Makati City 137. Pasong Tamo La Fuerza Bldg., 2241 Pasong Tamo St., Makati City 138. Pasong Tamo Extension G/F, Priscilla 100 Building.,2297 Pasong Tamo Extension Makati City 139. Perea 106 Perea St., Greenbelt Mansion.,Legaspi Village, Makati City 10 140. Q.A. Capitol Capitol Medical Center III Bldg., Quezon Ave. cor. Sct. Magbanua St., Quezon City 141. Rada Prince Bldg.,117 Rada St.,Legaspi Village, Makati City 142. Retiro Amoranto corner Mayon Street.,Quezon City 143. Richville Upper G/F Richville Corporate Tower, Alabang, Zapote, Muntinlupa City 144. Roosevelt 244 Roosevelt Avenue., San Francisco del Monte Quezon City 145. Salcedo Golden Rock Bldg., 168 Salcedo St., Legaspi Village, Makati City 146. San Fernando 3M Building Mac Arthur Hi-way San Augustine San Fernando Pampanga 147. San Fernando Pampanga G/F, Mel-Vi Building, Olongapo-Gapan Road.,Dolores, San Fernando City, Pampanga 148. San Pedro, Laguna San Pedro National Highway cor Cataquiz Ave.,San Pedro, Laguna 149. Santiago Isabela Maharlika Highway Santiago Isabela City 150. Shaw Boulevard 131 - 133 Shaw Boulevard, Pasig City 151. Shaw Mandaluyong PICPA Building, No. 700 Shaw Boulevard Mandaluyong City 152. Shaw-Pasig Chipeco Bldg., Shaw Blvd. cor. Meralco Ave., Pasig City 153. Sta. Rosa Poblacion St., Barangay II Sta. Rosa Laguna 154. Sto Cristo 493-495 San Fernando St., San Nicolas Binondo Metro Manila 155. Soler Topsco Building., Soler St. Binondo Manila 156. South Triangle Quezon Avenue corner Scout Albano., Quezon City 157. Subic Lot 19-B, Manila Ave. Cor Dewey Ave. Canal Road, Subic Bay Freeport Zone 158. Sucat 8200 Dr. A. Santos Avenue., Sucat Paranaque City 159. Sucat-Jaka Plaza JAKA Plaza, Dr. A. Santos Ave., Parañaque 160. Tacloban Josmar Building cor. M.H. Del Piar and Zamora streets., Tacloban City 161. Tacloban II Josmar Building cor. M.H. Del Piar and Zamora streets., Tacloban City 162. Taft Avenue G/F, Kassel Condo.,Taft Ave.near cor P.Ocampo St.(formerly VCruz St.) Malate, Manila 163. Tagbilaran Torralba corner., C.P. Garcia Avenue., Tagbilaran City 164. Tagbilaran II Torralba corner., C.P. Garcia Avenue., Tagbilaran City 165. Tarlac Jaral Building McArthur Highway.,corner Juan Luna Street, Tarlac City 166. Tektite G/F, West Tower Philippine Stock Exchange Ctr. Ortigas Center Pasig City 167. T Alonzo 593 Teodora Alonzo St., Sta. Cruz Manila 168. Timog Cabrera Building II, 64 Timog Avenue, Q.C. 169. Tomas Morato Tomas Morato near corner Scout Lozano., Quezon City 170. Tuguegarao 106 Bonifacio St., Tuguegarao City, Cagayan 171. Tuguegarao II 106 Bonifacio St., Tuguegarao City, Cagayan 172. Tutuban Unit LH-PL12 & LH-PL12A,Looproad Shophouse.,Prime Blk Mall Tutuban cor c.m. Recto ave., Manila 173. UBP Plaza I UBP Plaza Meralco Avenue., Ortigas Center, Pasig City 174. UBP Plaza II UBP Plaza Meralco Avenue., Ortigas Center, Pasig City 175. United Nations Avenue UN Avenue corner M.H. del Pilar and M. Guerrero streets., Ermita Manila 176. Valenzuela KM 12, McArthur Hi-Way corner Serrano St.,Marulas Valenzuela City 177. Valero Le Grand Condominium 130 Valero St., Salcedo Village, Makati City 178. Valero G/F Antel Platinum Tower.,154 Valero St., Salcedo Village, Makati City 179. Vigan Jose Singson Street., Vigan Ilocos Sur 180. Vito Cruz(Kingswood) G/F Kingswood Arcade Tower A, Vito Cruz Ext. cor. Pasong Tamo, Makati City 181. Wack Wack 6 Shaw Boulevard corner., Laurel Street., Mandaluyong City 182. West Avenue 27-A West Aveneu., Quezon City 183. West Avenue 91 West Avenue.,Barangay Bungad Quezon City 184. West Service Road Rodeo Bldg., Km.18 west service road south superhiway, Paranaque City 185. World Centre G/F World Centre Bldg., 330 Sen. Gil Puyat Ave., Makati City 186. World Centre II G/F World Centre Bldg., 330 Sen. Gil Puyat Ave., Makati City 187. Zamboanga G/F ZAEC Building.,Mayor Jaldon cor. Gov. Alvarez, St.,Zamboanga City 188. Zamboanga Pilar Orion Cineplex Bldg., Pilar street., Zamboanga City OFFSITE ATMS DIRECTORY BRANCH NAME ADDRESS 189. C-Cube Hinduja Cyberpark .,#86 E. Rodriguez Jr. Avenue.,Libis, Quezon City 190. Cebu Ayala(Buss.Park) West Entry (2nd Level) Bohol St., Ayala Center Cebu, Cebu Business Park, Cebu City 11 191. Cebu Lexmark Mactan Economic Zone II, Basak, Lapu-Lapu City 192. Cebu Lexmark II Mactan Economic Zone II, Basak, Lapu-Lapu City 193. Citywalk 2 Mall 2nd Floor Building B.,Citywalk 2 Mall, Eastwood.,Libis Quezon City 194. Club Tropicana Magsaysay boulevard., Sta. Mesa Metro Manila 195. Club Tropicana Las Pinas 7B Alabang Zapote Road Las Pinas City 196. Elizabeth Mall Elizabeth Mall corner M. Pacalso, Leon Kilat, Cebu City 197. Greenhills Theater Mall AP-5 Ground Level, Arts Plaza (Al-Fresco)Greenhills Shopping Center.,San Juan, Metro Manila 198. GSIS Complex (1) GSIS financial Complex, Roxas Blvd.,Pasay City 199. GSIS Complex (2) GSIS financial Complex, Roxas Blvd.,Pasay City 200. La Salle Zobel Gate 5, La Salle Zobel,University Avenue, Ayala-Alabang Village.,Muntinlupa City 201. MJC Carmona San Lazaro Leasure Park, Governor Drive., Carmona Cavite 202. Notre Dame University National Hi-way General Santos City Online Branches The Bank branches have user-friendly terminals and Web-based Signature Verification System that make processing of teller transactions efficient. Customers can do over-the-counter withdrawals and check encashment at any UnionBank branch nationwide. The Bank’s Check Verification System makes use of the Philippine Clearing House Corporation check images which is instrumental in the Bank’s ability to clear regional checks in 3 days. Call Center Retail customer relationship and care is handled by the Bank’s 24-hour Call Center. The Call Center handles both the bank and card products’ queries. The Call Center also employs, aside from the customary phone, a mix of postal mail, email, fax and internet for customer touch points. In handling customer complaints, the Call Center adheres to certain Service Level Agreements. For ATM-related concerns, for example, feedback or actual resolution is done within 5 banking days. Re-delivery of card within Metro Manila is guaranteed after five days. Customer complaint handling is continuously improved through resolution tracking. Transactions with and/or dependent on related parties The information required is contained in item 12 on page 44. Patents, Trademarks and Tradenames Title Union Prime Fund Date Filed March 1, 1993 Serial No. 84641 Customizer March 1, 1993 Serial No. 84642 Title UBP Date Filed August 12, 1997 Serial No. 123474 The Port March 20, 2001 Appl. No. 4-2001-001981 UNIONBANK OF THE PHILIPPINES & Logo August 12, 1997 Serial No. 4-1997-123472 Unionbank Business Check 12 Date Registered August 13, 1996 Registration No. 63931 Registered for a term of 20 years from date of registration August 13, 1996 Registration No. 63625 Registered for a term of 20 years from date of registration Date Registered April 4, 2002 Reg. #4-1997-123474 Registered for a term of 20 years from date of registration January 18, 2004 Reg. No. 4-2001-001981 Registered for a term of 10 years from date of registration November 13, 2003 Reg. No. 4-1997-123472 Registered for a term of 20 years from date of registration July 1, 2004 Check Writing System and Device Reg. No. 4-1999-005967 Registered for a term of 10 years from date of registration Under Process of Registration with Intellectual Property Officer (IPO) Union EON Cyber Account May 18, 2000 Status: Awaiting further actions/instructions from IPO. Checkwriter A Cash Management Solutions of UBP January 11, 1999 Status: Awaiting further actions/instructions from IPO. Premium Deposit Accounts June 19, 1998 Status: Awaiting further actions/instructions from IPO Need for government approval The Bangko Sentral ng Pilipinas (BSP), Securities and Exchange Commission (SEC), Philippine Deposit Insurance Company (PDIC), Bureau of Internal Revenue, and the Philippine Dealing and Exchange Corporation (PDEx) are but the major regulatory agencies and/or companies that provide rules, regulations and guidelines in the Bank’s business activities. UnionBank has always sought for the necessary approvals, grants or permits for all the products offered to the public. Effect of existing or probable governmental regulations on the business Existing regulations made the Bank much more meticulous and wary of processes in the conduct of transactions. New regulations also provided the Bank with apt guidelines in the submission of up-to-date and appropriate reports. Notable regulations are the following: BSP Circular 639: Internal Capital Adequacy Assessment Process (ICAAP) On 15 January 2009, BSP issued Circular No. 639 articulating the need for Banks to adopt and document an internal capital adequacy assessment process. All universal and commercial banks are expected to perform thorough assessment of all their material risks, as well as maintain capital adequate to support these risk. This is intended to complement the current regulatory capital requirement of at least 10% of risk assets, which covered only credit, market and operational risks. On 29 December 2009, BSP issued Circular No. 677 effectively extending the implementation of the ICAAP from January 2010 to January 2011. The Bank is in the midst of fully documenting and further enhancing its risk and capital management processes, in compliance with the requirement. Anti-Money Laundering Law/s and Know Your Customer Procedures Union Bank of the Philippines complies with established KYC (know your customer) policies and antimoney laundering (AML) statutes and regulations to the fullest extent, and is not a mere form to be filled, but is a meticulous process undergone from the beginning of the bank-client relationship to the end. The Bank also incorporates international documentation standards into its own forms and documents (i.e., those provided in the FATF’s 40 Recommendations + 9 Special Recommendations). 13 The Bank makes use of an electronic Anti-Money Laundering Monitoring System, a specialized transaction monitoring system which provides names and trends monitoring. This system generates alerts which could identify pre-programmed or unusual activities which are then subject to due diligence processes which provides assistance in ascertaining whether a transaction or activity is suspicious and whether the same requires reporting to the Anti-Money Laundering Council (AMLC). Capital Adequacy Per BSP existing regulations, the combined capital accounts of each commercial bank should not be less than an amount equal to 10% of its risk assets. Risk assets consist of total resources after exclusion of cash on hand, due from BSP, loans covered by holdout on or assignment of deposits, loans or acceptances under letters of credit to the extent covered by margin deposits and other non-risk items as determined by the Monetary Board of the BSP. Under BSP Circular No. 538, Series of August 4, 2006, the Group’s capital-to-risk assets ratio (CAR) as of December 31, 2009 and 2008 were 16.11% and 12.87%, respectively. Compliance with other regulations The Bank also has complied with BSP Circular No. 628, Series of 2008, on the reclassification of Financial Assets between categories. Verily, reclassification from HFT/AFS to AFS/HTM/UDSCL, effective July 01, 2008, was correspondingly made. In this light, SEC Memorandum Circular No. 10, Series of 2008, on the corresponding amendments to the Philippine Accounting Standards 39 and Financial Reporting Standards 7, has been complied with. The Bank also complies with SEC Memorandum Circular No. 11, Series of 2008, on the current guidelines on the determination of Retained Earnings Available for the declaration of dividends. Research and Development Activities The amount spent on research and development activities and its percentage to revenues for the last three years has been as follows: Cost Ratio to Revenues 2009 2008 2007 333,973 2.81% 299,219 2.90% 217,915 2.24% Performance The Group was the 6th largest private domestic universal bank in the Philippines. Based on the total universal and commercial banking industry as posted in the BSP website, the market share of the Bank is as follows: Amounts in Billion Pesos Assets Gross Loans** Deposits Capital 2009* 241.31 67.18 194.56 28.05 % 4.4 3.1 4.7 4.7 2008* 208.21 63.15 161.97 25.26 % 4.1 3.1 4.4 4.8 * Based on Financial Reporting Package submitted to BSP ** Includes loans and discounts – others and specific provision for loan losses but excludes interbank loans receivables and reverse repurchase agreements Organization The Bank is organized into 6 Business Centers: (i) (ii) (iii) (iv) ( v) trading, positioning & fund management corporate product banking corporate banking commercial banking retail banking 14 (vi) consumer finance Subsidiaries and Affiliates The Parent Company’s subsidiaries and their effective percentage of ownership follow: Subsidiary Principal Activities Union DataCorp (UDC) Data processing Union Properties, Inc. (UPI) Real estate administration First Union Plans, Inc. (FUPI)* Pre-need First Union Direct Corporation (FUDC)* Financial products marketing UBP Securities, Inc. (UBPSI) Securities brokerage UnionBank Currency Brokers Corporation (UCBC) Foreign currency brokerage UBP Insurance Brokers, Inc. (UBPIBI) Insurance brokerage Interventure Capital Corporation (IVCC) Venture Capital * Wholly owned subsidiaries of Union Properties, Inc. Effective Percentage of Ownership 2009 and 2008 100 100 100 100 100 100 100 60 The Parent Company’s subsidiaries and their status follow: a. UDC was organized to handle the centralized branch accounting services as well as the processing of credit card application forms of the Parent Company and the entire backroom operations of FUPI. On July 1, 2003, the BOD of UDC approved the cessation of its business operations effective on August 30, 2003. UDC’s employees have been paid with separation benefits. The services previously handled by UDC were assumed by the Centralized Processing Service unit of the Parent Company. b. UPI engages in the administration and management of the Parent Company’s premises and other properties such as buildings, condominium units and other real estate, wholly or partially owned by the Group. Pursuant to the action of the board of directors (BOD) of UPI approving the amendment of its articles of incorporation, the primary purpose of UPI was changed from a real estate developer to a real estate administrator. The SEC approved such an amendment on December 13, 2004. Through its wholly owned subsidiaries, namely, FUDC and FUPI, UPI is also engaged in the marketing of financial products and sale of pre-need plans. c. FUPI is an education and pre-need company established on February 24, 2000, with subscribed capital of Php70 million. The company is engaged in the selling of pension plans. It is 100% owned by UPI. It holds office in Union Bank 10F Amorsolo Building, Amorsolo St., Makati City. d. FUDC is a direct selling company that markets retail financial services and related products including automobiles, credits and other retail finance products like home mortgage loans, Quick Credit facilities and the like. It was incorporated on November 17, 1997, with subscribed capital of Php 12.5 million. It is 100% owned by UPI. FUDC holds office in West Tower,Tektite, PSE, Exchange Road, Ortigas Center, Pasig City. e. UBPSI was organized to engage in the business of buying, selling of, or dealing in stocks and other securities. In January 1995, as approved by the UBPSI’s stockholders and the BOD, UBPSI sold its stock exchange seat in the Philippine Stock Exchange to a then affiliate of the Parent Company. Accordingly, UBPSI ceased its stock brokerage activities and has settled and liquidated its customers’ positions. f. UCBC was organized to engage in the foreign currency brokerage business. On March 23, 2001, the BOD of UCBC approved the cessation of its business operations effective on April 16, 2001. Since then, UCBC’s activities were significantly limited to settlement of liabilities. The employees have been absorbed by the Parent Company. 15 g. UBPIBI was organized to engage in the insurance brokerage business. In 1995, the BOD of UBPIBI approved the cessation of its operations. h. IVCC ceased operation in March 1992 prior to Bank’s merger with International Corporate Bank. Its primary purpose is to “develop, promote, aid and assist, financially or otherwise, any small or medium scale enterprises” incorporated on July 7, 1980 by the International Corporate Bank (merged with Union Bank of the Philippines on May 16, 1994), National Development Company and Human Settlements Development Corporation pursuant to PD 1688. Competition The Bank’s corporate vision is to become one of the leading banks in the Philippine market in respect to market capitalization, profits and customer coverage. To achieve this vision, it has adopted 5 key strategic imperatives, called “FOCUS 2010”, which is an acronym for “Financial Value, Operations Excellence, Customer Franchise, UnionBank Branch/Experience and Superior Innovation”. Financial Value: Enhance the financial value of the Bank’s operations The Bank aims to increase its return on equity by expanding its various business lines through the expansion of its customer base, the introduction of new products and services, and exploring new methods of product marketing and sales. To achieve this objective, the Bank actively develops certain areas of its business operations, including but not limited to, cash management services and products, consumer finance, treasury operations, credit card business and trust activities. The Bank entered into new markets by further developing commercial lending and banking services to the middle market segment and maximized sales and profits by offering customized marketing and sale of the Bank’s products and services through its branches. The Bank also increased its corporate lending activities, which have been maintained at lower levels since the Asian economic crisis in 1997 to minimize credit risk, to obtain a more balanced asset portfolio. Operational Excellence: Increase productivity while reducing costs The Bank aims to reduce its operating costs while improving its productivity and quality of service. To achieve this objective, the Bank intends to continue streamlining its operations and processes and minimize costs by eliminating redundancies, automating processes, and institutionalizing a high-standard quality of service throughout the Bank’s operations. The Bank’s Central Processing Services was awarded the ISO 9001:2000 Certification in October 2008, a testament to the Bank’s commitment for consistent achievement of compliant, accurate, timely and problem-free service delivery. The Bank is the first local bank in the Philippines to be awarded the ISO 9001:2000 Quality Management System (QMS) Certification for its centralized backroom operations. Customer Franchise: Increase customer base and reduce customer attrition To compensate for the effects of decreasing interest rate margins and increased competition in the Philippines, the Bank intends to increase and diversify its customer base by introducing new and more tailored deposit products to cater to a wider range of customers. To stimulate an increase in deposits, the Bank has, among other things, introduced a “Business Class” priority banking account for affluent retail customers and opened a “Business Class” lounge in 2005, specifically designed and created for the Bank’s private banking and “Business Class” clients. In addition, with an enhanced branch network and widened coverage area, the Bank expects to be able to increase sales opportunities by continuing to transform its branches into business centers through which its consumer and corporate products and services are offered directly to customers through its branches rather than through intermediaries. In recognition of its efforts in engaging customers and widening loyal customer base, the Bank is able to continually grow its customer accounts, expanding by more than 435,000 to 4.0 million as of end-2009 from 3.6 million as of year-end 2008. The Bank also intends to tap into specific customer groups by seeking strategic alliances with certain institutions and organizations. The Bank has tied up with Insular Life Health Care, Inc. ("I-Care"), a health maintenance organization ("HMO"), to provide "e-wallet" card/facilities intended for the disbursements of professional fees to I-Care’s accredited doctors. 16 The Bank also intends to expand its credit and debit card businesses by introducing customized credit cards that are targeted at affluent retail customers and other specific customer groups. In 2004, the Bank launched the Bai Visa credit card, which targets customers located in Cebu, and tied up with Philippines Airlines, enabling the Bank's Visa Gold credit cardholders to convert their existing credit card reward points to airline miles. In 2005, the Bank introduced the “Titanium” credit card, which is tailored to golfers and affluent individuals. In 2006, the Bank launched “OmniPass Visa”, a specialty credit card that offers travel perks and privileges through participating transportation service providers, hotels and resorts, and shops. The Bank also introduced “EZCash”, a prepaid re-loadable Visa debit card that can be used to purchase goods online and at all Visa accredited merchants, withdraw funds from all ATMs in the country and Visa Plus ATMs worldwide, and transfer funds to and from other UnionBank accounts and debit card. In 2007, the Bank launched 2 co-brand credit cards - the “SEAIR Visa Credit Card” allows cardholders to fly for free to Philippines’ most popular vacation spots via SEAIR by converting their privilege points to free airfare and travel packages, while the “Insular Life Visa Credit Card” provides for auto-charging of insurance premium payments and comes with a privilege points program that allows conversion of points to cash rebates, vouchers for free gas, dining and shopping, or transfer to a mileage program or conversion to plane tickets. In 2009, the Bank introduced “Shop & Talk”, the only credit card that offers cellular phone load rewards across all networks. UnionBank Brand/Experience: Establish a unique brand image in strategic markets The Bank aims to distinguish itself from its competitors by establishing a unique brand image in strategic markets. To achieve this goal, the Bank braved to venture into the bold and dynamic new colors of tangerine orange and royal blue as it changed its brand in 2008 and positions itself to challenge conventions for smarter solutions for its customers. The Bank seeks to remain at the forefront of technology-based banking in the Philippines. The Bank believes that its internet banking platform offers a strong competitive advantage as it enables a much wider range of banking services to be transacted via the internet. The Bank also believes that information technology is a strategic tool of its business operations to gain a competitive advantage in client and transaction management and that its use of technology has enabled it to achieve high levels of efficiency and productivity. The Bank intends to continue to focus on changes in customer needs and technological advances by developing and introducing technologically advanced products and services that enable customers to achieve greater levels of operational and financial efficiencies. Superior Innovation: Continue to offer innovative products and services To maintain its competitiveness, the Bank aims to continuously develop and offer innovative products and services. The Bank believes that many of its products and services contain features that are more technologically advanced than its competitors, such as the Bank's “CyberCheck” service, an electronic check payment service which allows customers to process check payments through the internet, mobile phones and ATMs, the customized interface of its internet-based cash management products and services, and its electronic invoicing system offered to large-sized companies and their suppliers and vendors. The Bank believes that these products and services have shaped its public image of being a “high-tech” service bank. To further foster this image, the Bank continuously seeks to apply advanced technologies to provide innovative products and services to its clients. Employees As of December 31, 2009, the Bank employed 2,587 people, 113 as Executives, 1605 as Officers, 869 as Clerical Staff and covered by CBA. Of these, 1,650 are in Operations, 375 are in Non-Operations, and 562 are in Sales/Marketing. The Bank does not foresee an increase in the number of headcount within the ensuing twelve (12) months. The Collective Bargaining agreement started on June 01, 2005 and expired on May 31, 2010. Risk Management The Bank is exposed to a range of potential risks arising from its business activities. Its goal in risk management is to ensure that it identifies, understands, measures and monitors the various risks that arise 17 from its business activities, such as credit risk, market risk, interest rate risk, operational risk, liquidity risk, strategic/business risk, reputation risk and compliance risk. 4.1 Risk Management Structure The Board of Directors (“BOD”) is primarily responsible for approving the Bank’s risk parameters, credit policies and the overall risk taking capacity. To oversee its various risk management activities, the Board of Directors has established the following risk committees: (a) The Executive Committee (“EXCOM”), composed of seven members of the BOD, exercises certain functions as delegated by the BOD including, among others, the approval of credit transactions within its delegated authority limit, asset recovery transactions, and sale of real and other properties acquired. (b) The Risk Management Committee (“RMC”), composed of seven members of the BOD, is responsible for the development and oversight of the risk management program. It assists the BOD in overseeing all matters relating to risk management including providing a comprehensive and bank-wide oversight of all risks and the management of such risks, formulating and reviewing all of the material risk policies, strategies and procedures. (c) The Market Risk Committee (“MRC”), composed of the Chairman, the President and three other members of the BOD, sets policies and standards for market risk identification, analysis and management. The MRC also monitors the sensitivity of the Group’s financial condition to the effects of market volatility and adverse price changes on the Group’s portfolio of financial instrument and oversees the Group’s liquidity position through the Asset and Liability Committee (“ALCO”). (d) The Operations Risk Management Committee (“ORMC”), composed of three members of the BOD and two members from Senior Management, reviews various operations risk policies and practices, including Business Continuity Plans and Strategies. (e) The Audit Committee is a committee of the BOD that plays a key role in corporate governance. It is composed of five members, two of whom are independent directors, including the Chairman. It is responsible for performing an independent review of the risk management process, financial reporting process and the audit process. (f) The Corporate Governance Committee (“CGC”) is composed of seven members of the Board, two of whom are independent Directors, and one Director belonging to the Bank’s senior management. It is primarily responsible in assisting the BOD in fulfilling its corporate governance responsibilities. The Risk Management units (RMU) are responsible for identifying, assessing, monitoring and managing the credit risk, market risk, liquidity risk and operational risk of the Bank in accordance with well-defined policies and procedures, and, in coordination with the respective business units, is also responsible for risk policy development, risk analysis, implementation of risk methodologies and risk reporting to senior management and the various committees. 4.2 Credit Risk Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to honor its financial or contractual obligation. The risk may arise from lending, trade finance, treasury, investments, derivatives and other activities undertaken by the Bank. Credit risk is managed through strategies, policies and limits that are approved by the BOD. Further, the Bank has a standardized credit approval process and credit rating or scoring system for each of its business and/or product segments. The Risk Management units independently perform credit analysis and review for both retail and corporate financial products to ensure consistency in the Bank’s risk assessment process. It also ensures that credit policies and procedures are adequate and are constantly updated to meet the changing demands of the business. 18 4.2.1 Corporate Loans Corporate lending activities are undertaken by the Bank’s Corporate Banking Center. The customer accounts under this group belong to the top tier corporations, conglomerates and large multinational companies. The Bank undertakes a comprehensive procedure for the credit evaluation and risk assessment of large corporate borrowers based on its Internal Credit Risk Rating System. The rating system assesses risks on a three-dimensional level: Borrower Risk, Facility Risk and Security Risk. It also has established concentration limits depending on the Borrower Risk Rating and overall credit quality. 4.2.2 Commercial Loans Commercial banking activities are undertaken by the Bank’s Commercial Banking Center. The customer accounts under this group belong to small and medium scale enterprises (“SMEs”). The products and services provided to commercial banking customers include similar products and services provided to large corporate customers, including trade finance-related products and services. The Bank uses a separate 10-scale credit scoring system for commercial accounts. The rating system consists of an Obligor Risk Rating (“ORR”), a Facility Risk Adjustment (“FRA”), a Final Risk Rating (“FRR”) and an Estimated Cash Risk Position, which takes into account the security. 4.2.3 Consumer Loans The consumer loan portfolio of the Bank is composed of three main product groups: credit cards, auto and residential mortgage loans. Each of these product groups has its own risk guidelines and risk assessment system. Although each loan application is evaluated through an individual credit risk assessment process (combined manual and automated process), the consumer loans are managed on a single portfolio basis with respect to defaults as well as accept, reject and review standards. For the credit card business, the main risk assessment tool is the applications scoring model which has been revised and fine-tuned through the years using the Bank’s own credit experience in the credit card business. The current applications scoring model uses nine variables which have been identified as likely predictors of credit behavior of credit card applicants. The Bank utilizes statistical modeling in updating its application score cards. 4.3 Liquidity Risk Liquidity risk is the risk that there are insufficient funds available to adequately meet the credit demands of the Bank’s customers and repay deposits on maturity. The ALCO and the Treasurer of the Bank ensure that sufficient liquid assets are available to meet short-term funding and regulatory requirements. A contingency plan is formulated to set out the amount and the sources of funds (such as unused credit facilities) that are available to the Bank and the circumstances under which the Bank may use such funds. The Bank also manages its liquidity risks through the use of a Maximum Cumulative Outflow (“MCO”) limit which regulates the outflow of cash on a cumulative basis and on a tenor basis. To maintain sufficient liquidity in foreign currencies, the Bank has also set an MCO limit for certain designated foreign currencies. The MCO limits are endorsed by the MRC and approved by the BOD. 4.4 Market Risk Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rate, foreign exchange rates and equity prices. The Bank classifies exposures to market risk into either trading book or banking book. The market risk for the trading portfolio is managed and monitored based on a Value-at-Risk (VaR) methodology. Meanwhile, the market risk for the non-trading positions are managed and monitored using other sensitivity analyses. The Bank applies a VaR methodology to assess the market risk positions held and to estimate the potential economic loss based upon a number of parameters and 19 assumptions for various changes in market conditions. VaR is a method used in measuring financial risk by estimating the potential negative change in the market value of a portfolio at a given confidence level and over a specified time horizon. The Bank uses the parametric VaR approach in assessing the possible changes in the market value of held-for-trading and AFS securities based on historical data for a rolling one year period. The VaR models are designed to measure market risk in a normal market environment. The VaR figures are backtested daily against actual and hypothetical profit and loss of the trading book to validate the robustness of the VaR model. To supplement the VaR, the Bank performs stress tests wherein the trading portfolios are valued under extreme market scenarios not covered by the confidence interval of the Bank’s VaR model. VaR limits have been established annually for all financial trading activities and exposures against the VaR limits and are monitored on a daily basis. 4.5 Interest Rate Risk Interest Rate risk refers to the risk associated with fluctuations in market interest rates and its impact on the Bank’s net interest income. The Bank employs “gap analysis” to measure the interest rate sensitivity of its resources and liabilities. The gap analysis measures, for any given period, any mismatch between the amounts of interest-earning resources and interest-bearing liabilities which would mature or reprice during the period. A positive gap occurs when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities while a negative gap occurs when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. 4.6 Foreign Exchange Rate Risk Foreign exchange risk is the risk to earnings or capital arising from changes in foreign exchange rates. The Bank’s net foreign exchange exposure, taking into account any spot or forward exchange contracts, is computed as foreign currency assets less foreign currency liabilities. The foreign exchange exposure is limited to the day-to-day, over-the-counter buying and selling of foreign exchange, as well as foreign exchange trading with corporate accounts and other financial institutions. The Group is also permitted to engage in proprietary trading to take advantage of foreign exchange fluctuations. 4.7 Operational Risk Operational risk is the risk of loss arising from direct or indirect loss from inadequate or failed internal processes, people, and systems or external events. This also covers potential losses that could occur as a result of the Bank’s exposure in the use of technology-related products, services, delivery channels, and processes. The Bank is moving towards the use of mathematical models for managing operational risk. It is centralizing all information related to losses and near losses that the Bank has experienced. This will be the basis for creating metrics that will enable the Bank to monitor and assess its operational risks and manage this more effectively. 4.8 Legal Risk Legal risk pertains to the Bank’s exposure to losses arising from cases where significant legal costs have already been incurred, or in some instances, where the Bank may be required to pay damages. The Bank is often involved in litigation in enforcing its collection rights under loan agreements in case of borrower default. The Bank has established measures to avoid or mitigate the effects of these adverse decisions through the engagement of qualified legal advisors. It also ensures that material adjustments or disclosures to the financial statements are made in case of significant commitments and contingencies arising from legal proceedings involving the Bank. 4.9 Regulatory and Compliance Risk Regulatory risk refers to the risk of a financial loss due to changes in the laws or monetary, tax or other governmental regulations of a country. The monitoring of the Bank’s compliance with these regulations, as well as the study of the potential impact of new laws and regulations, is the primary responsibility of the Bank’s Chief Compliance Officer. The Chief Compliance Office is responsible 20 for communicating and disseminating new rules and regulations to all units, analyzing and addressing compliance issues, performing periodic compliance testing on branches and Head Office units, and reporting compliance findings to the Audit Committee and the BOD. Item 2. Properties The UnionBank Plaza is now the Union Bank of the Philippines' Head Office. UnionBank Plaza is a 50storey office condominium building with an estimated saleable area of 44,995.82 square meters. It is one of the most modern intelligent buildings in the Ortigas Business Center with electronically equipped building utility systems. UnionBank Plaza is also a PEZA proclaimed "IT Building" under Presidential Proclamation No. 900 dated Aug. 25, 2005. The Bank occupies around 12,111.89 square meters. The Bank’s leased area, including units for lease, cover an estimated total area of 23,710.86 square meters. The Bank paid P316.32 million in rentals for the year 2009. Other properties owned by the bank are as follows: Name of Property Tektite Condo Unit Pacific Plaza (Condo Unit) Peak Tower Europa Mines View Flat Monterraza Property Cebu Business Park CPS Cebu_SSM Building Olongapo Branch Cagayan de Oro Branch Iligan Branch Iloilo City Branch Southwest Tower-Richville Branch Zeta Property Warehouse UBP Amorsolo Building Priscilla Building Emerald Branch Cabanatuan Branch Davao-Magsaysay Branch Dumaguete Branch Location W-1501, PSE Centre, Exchange Road Ortigas Center, Pasig City Makati Avenue Corner Buendia, Makati City 8th/9th Floor, Salcedo Village,Makati City Laussane #1506 Baguio City #6 Jasmine St. Monterraza Subd. Itogon, Baguio City Rosales Avenue, Cebu Business Part Cebu City M. Logarta Avenue, Subangkadu, Mandaue City, Cebu 87 Magsaysay Drive, Olongapo City Lapasan National Highway Cagayan de Oro City Quezon Avenue, Iligan City General Luna St.,Iloilo City UGI and UG 4 Condo UnitsAlabang Zapote Road Madrigal Business Park Alabang, Muntinlupa City Lot 3 & 21 Block 26 Roosevelt Avenue San Francisco del Monte, Quezon City 142 Amorsolo St., Legaspi Village, Makati City 2297 Pasong Tamo Extension Magallanes, Makati City Condo Unit-GID and parking lot B209 Wynsum Corporate Plaza Emerald Avenue, Ortigas Center Pasig City P. Burgos St., Poblacion, Cabanatuan City Cor Magsaysay Ave and E. Jacinto St. Davao City Real and San Juan street., two major road in the city Dumaguete City There are also Bank premises which are leased as per attached report. All the facilities are in good condition. Likewise, there are no properties owned by the Bank that are mortgaged to third parties nor are there adverse claims on such properties. Item 3. Legal Proceedings The Bank is not aware of any of the following events wherein any of its directors, nominees for election as director, executive officers, underwriter or control person where involved during the past five (5) years: 21 ¾ any bankruptcy petition filed by or against any business of which a director, person nominated to become a director, executive officer, or control person of the Corporation was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ¾ any conviction by final judgment in a criminal proceeding or being subject to a pending criminal proceeding of any director, person nominated to become a director, executive officer, or control person of the Bank; ¾ any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director, person nominated to become a director, executive officer, or control person of the Corporation in any type of business or banking activities. The Bank is a defendant/respondent in various legal actions, most of which are claims for damages arising in the ordinary course of business. The results of these actions, however, will not have a material effect on the Bank’s financial position. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of security holders during the fourth quarter covered by this report. PART II - SECURITIES OF THE REGISTRANT Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters (1) Market Information UnionBank’s shares were officially listed and first traded at the Philippine Stock Exchange on May 21, 1992. The price performance of the shares has been as follows: STOCK PRICES 2010 First Quarter HIGH 41.00 LOW 40.50 First Quarter HIGH 23.25 LOW 23.25 Second Quarter 24.00 23.75 Third Quarter 30.00 29.50 Fourth Quarter First Quarter 37.50 HIGH 35.00 37.00 LOW 34.50 Second Quarter 32.50 32.00 Third Quarter 26.00 25.00 Fourth Quarter 21.75 21.25 2009 2008 22 (2) Holders The Bank has 5,747 shareholders of record as of March 31, 2010. The number of common shares outstanding as of said date stood at 641,422,420 shares. The top twenty (20) stockholders of the Bank as of March 31, 2010 are the following: STOCKHOLDERS SHARES % 1 ABOITIZ EQUITY VENTURES, INC. FILIPINO 247,952,485 2 PCD NOMINEE CORPORATION FILIPINO 116,114,792 18.10% 3 THE INSULAR LIFE ASSURANCE CO., LTD. FILIPINO 103,359,164 16.11% 38.66% 4 SOCIAL SECURITY SYSTEM FILIPINO 69,777,286 10.88% 5 SOCIAL SECURITY SYSTEM (1) FILIPINO 19,952,256 3.11% 6 PCD NOMINEE CORPORATION OTHER ALIEN 18,054,375 2.81% 7 LEKEITIO & COMPANY, INC. FILIPINO 3,537,678 0.55% 8 UNIONBANK TISG AS INVESTMENT MANAGER FOR IMA #4B1-166-10 FILIPINO 2,857,920 0.45% 0.43% 9 (3) NATIONALITY JUSTO A. ORTIZ FILIPINO 2,778,199 10 BAUHINIA MANAGEMENT, INC. FILIPINO 2,668,532 0.42% 11 TRICANIYA DEVELOPMENT CORPORATION FILIPINO 2,464,064 0.38% 12 MIDCITA MANAGEMENT AND DEVELOPMENT CORP. FILIPINO 2,390,025 0.37% 13 VIC VALDEPENAS FILIPINO 2,301,821 0.36% 14 INXS HOLDINGS CORPORATION FILIPINO 2,273,249 0.35% 15 SANFIL MANAGEMENT CORPORATION FILIPINO 2,168,299 0.34% 16 UNIONBANK TISG AS INVESTMENT MANAGER FOR IMA#4B1-167-10 FILIPINO 1,836,469 0.29% 17 MA. VICTORIA A. CODY FILIPINO 1,536,292 0.24% 18 DANIELE MGT. & DEVT. CORP. FILIPINO 1,421,200 0.22% 19 WILCAR MANAGEMENT & DEV. CORP. FILIPINO 1,263,625 0.20% 20 BAROQUE IRON MANUFACTURING CORP. FILIPINO 1,067,607 0.17% Dividends The following is a summary of the dividends declared and distributed by the Group in 2009, 2008 and 2007: Date of Declaration Date of Record Date of Payment Date of BSP Approval February 27, 2009 May 27, 2009 June 23, 2009 May 11, 2009 February 20, 2008 May 4, 2007 May 7, 2008 July 18, 2007 May 30, 2008 July 27, 2007 April 21, 2008 June 29, 2007 Dividend per Share P Shares Outstanding Total Amount 1.12 641,422,420 P 718,392 1.80 1.60 641,422,420 641,422,420 1,154,560 1,026,276 On January 22, 2010, the Bank’s Board of Directors has declared cash dividends of P2.20 per share in favor of all shareholders of the Bank which shall be payable from the available retained earnings of the Bank as of December 31, 2009. Record and payment dates shall be set upon receipt of confirmation/approval by the Bangko Sentral ng Pilipinas (BSP) and clearance from the Philippine Stock Exchange (PSE). The foregoing cash dividend declarations of the Bank were made within the allowable authority of the Bank to grant because the Bank as a publicly-listed company must ensure that adequate reserves are in place in compliance with Bangko Sentral ng Pilipinas (BSP) regulations and for future Bank expansion requirements. 23 There are no known restrictions to the Bank’s ability to pay dividends on common equity, whether current or future. The Bank followed the rules and regulations of the BSP in the declaration of dividends. (4) Recent Sales of Unregistered or Exempt Securities There were no sales of unregistered securities in the past three years. (5) Other Securities UnionBank has no stock options, warrants, rights or similar declarations as of report date. PART III – FINANCIAL INFORMATION Item 6. Management’s Discussion and Analysis or Plan of Operation. Statement of Income for the Year Ended December 31, 2009 vs. December 31, 2008 The Bank posted a record net income of Php4.33 billion for the year 2009, more than double the Php2.07 billion, which the Bank earned last year, as the Bank’s core businesses performed better than expected and capital markets business continued to contribute significantly. Higher interest income from loans and other receivables, trading and investment securities, and due from other banks resulted to the 14.42% growth in interest income to Php11.89 billion for the year 2009, from Php10.39 billion last year. Interest income on loans and other receivables, which includes unquoted debt securities classified as loans, improved by 29.61% to Php6.99 billion this year from Php5.39 billion last year, in line with the Bank’s strategy to expand its loan portfolio. Higher average levels of trading and investment securities led to the 13.40% increase in interest income on these investments to Php3.96 billion this year, from Php3.50 billion last year. Interest income on due from other banks was higher by 38.52% to Php0.89 billion this year from Php0.64 billion last year due to increased average levels and higher yields on these investments. On the other hand, lower average yields on interbank loans receivables brought about the 94.35% drop in interest income on these investments, to Php0.05 billion this year from Php0.86 billion last year. Interest expense stood at Php5.43 billion this year, increasing by 20.18% from Php4.52 billion last year, driven primarily by the 27.34% hike in interest expense on deposit liabilities on higher average deposit levels. Interest expense on bills payable and other liabilities decreased by 42.83%, to Php.26 billion this year from Php0.46 billion last year on lower borrowing cost coupled with decreased average levels. As a result of the foregoing, net interest income boosted by 10.00%, to Php6.46 billion this year from Php5.88 billion last year. The Bank took advantage of its strong earnings performance and set aside Php1.97 billion in provision for impairment losses, 129.65% higher than the Php0.86 billion set aside last year. Total other income hit Php5.88 billion this year, almost double the Php3.01 billion earned last year, as trading gains soared to Php2.05 billion this year from Php0.31 billion last year. The Bank was able to profit from interest rate volatility in a declining interest rate environment. Gains on foreign exchange movements and asset foreclosure resulted to the 60.50% increase in miscellaneous income, to Php3.15 billion this year from Php1.96 billion last year. On the other hand, service charges, fees and commissions declined by 8.71%, to Php0.68 billion this year from Php0.75 billion last year due to lower RCOCI and credit card-related transactions. Total other expenses amounted to Php5.95 billion this year, 16.15% more than the Php5.12 billion incurred last year driven primarily by higher salaries and employee benefits and miscellaneous expenses. Salaries and employee benefits increased by 19.72% to Php2.14 billion this year from Php1.79 billion last year due to annual salary increases and higher benefit availments. Miscellaneous expenses were higher at Php2.31 billion this year from Php1.84 billion last year due to several reasons, e.g., increase 24 in volume-related expenses such as PDIC insurance and BSP supervision fees; higher security and janitorial expenses, and stationery and supplies used in line with the branding exercise; higher management and professional fees; increased communication costs as a result of the full-year impact of the Bank’s mirroring project implemented in May 2008; and larger trust fund contribution on increased preneed plan sales of First Union Plans. Occupancy expenses inched up by 8.89% to Php0.45 billion this year from Php0.41 billion last year due to branch network expansion and annual branch rental increases. On the other hand, depreciation and amortization declined by 12.14%, to Php0.38 billion this year from Php0.43 billion last year driven primarily by the full-year impact this year of the change in useful life of computer equipment from 5 to 10 years, which was implemented in December 2008. Tax expense likewise fell by 88.64%, to Php0.10 billion this year from Php0.84 billion last year as a result of higher deferred tax liabilities on fair value gains on investment properties in 2008. Statement of Comprehensive Income for the Year Ended December 31, 2009 vs. December 31, 2008 The Bank registered a total comprehensive income of Php4.98 billion for the year 2009, a substantial increase from the Php0.76 billion the Bank earned for the year 2008, mainly due to the swing in unrealized gains (losses) on available-for-sale securities from a loss of Php1.53 billion last year to a gain of Php0.46 billion this year with the improvement of market prices this year, on top of the 109.10% jump in net income this year to Php4.33 billion from Php2.07 billion last year. Amortization of unrealized loss on reclassified investments increased to Php0.011 billion this year from Php0.004 billion last year due to the full-year impact of the amortization implemented on September 2008 in connection with the reclassification of available-for-sale securities to held-to-maturity securities pursuant to BSP Circular Nos. 626/628. On the other hand, lower provision for impairment losses on available-for-sale securities led to the 12.37% drop in transfer of unrealized fair value losses to statements of income for the impairment of available-for-sale securities, to Php0.19 billion this year from Php0.22 billion last year. Statement of Condition as of December 31, 2009 vs. December 31, 2008 The Bank’s resource base hits Php244.36 billion as of year-end 2009, 19.84% higher than Php203.90 billion as of end-2008. Due from BSP declined by 6.24%, to Php20.85 billion in 2009 from Php22.24 billion in 2008 as funds placed in the special deposit account with BSP were shifted to reverse repurchase agreements. Due from Other Banks likewise was lower by 47.86%, to Php2.73 billion from Php5.24 billion since in 2008, more funds were accumulated in the Bank’s nostro accounts from foreign counterparties who were not covered by the long local holidays in that year. On the other hand, excess funds were invested in interbank loans receivables, which stood at Php30.48 billion in 2009. Financial assets at fair value through profit and loss jumped by 42.04%, to Php0.83 billion in 2009 from Php0.58 billion in 2008 due to higher volume of foreign currency forwards. Available-for-sale and held-to-maturity securities likewise increased by 18.23% and 11.58%, to Php32.56 billion and Php24.90 billion, respectively, as the Bank purchased additional securities to boost its portfolio. Loans and receivables expanded by 11.09% to Php100.79 billion in 2009, from Php90.73 billion in 2008, driven primarily by higher levels of loans and discounts, and reverse repurchase agreements. Bank premises, furniture, fixtures and equipment declined by 5.07%, to Php2.87 billion in 2009 from Php3.02 billion in 2008 due to reclassification of certain computer equipment to other resources. Settlement of receivables and reclassification of certain assets to accounts receivables resulted to the 58.02% decrease in assets held for sale, to Php0.11 billion as of end-2009, from Php0.26 billion end2008 levels. Other resources amounted to Php3.89 billion in 2009, 6.73% higher than Php3.65 billion last year in view of increased levels of deferred tax assets and reclassification from bank premises, furniture, fixtures and equipment. Total liabilities increased by 20.46% to Php213.08 billion in 2009, from Php176.88 billion in 2008, driven primarily by the 20.50% growth in the Bank’s deposits, to Php194.51 billion from Php161.42 billion. Demand, savings, and time deposits jumped by 17.02%, 21.28% and 25.88%, respectively, in line with the Bank’s continuous efforts to generate more deposits. 25 Bills payable amounted to Php1.06 billion in 2009, 51.06% lower than Php2.16 billion in 2008 on decreased levels of interbank borrowings. On the other hand, notes payable soared to Php5.04 billion this year from Php1.29 billion last year in view of the Bank’s issuance of unsecured subordinated notes in October 2009. The Bank’s capital base rose to Php31.28 billion in 2009, 15.78% more than the Php27.02 billion in 2008, mainly due to the 23.19% jump in surplus as a result of higher net income for the year. Surplus reserves increased by 10.67% to Php0.11 billion this year from Php0.10 billion last year due to higher appropriation for trust business this year. Net unrealized losses on available-for-sale investments reduced by 79.91%, due to favorable market conditions affecting the Bank’s mark-to-market of investment securities. The Bank’s return on average equity (ROE) and return on average assets (ROA) as of end-2009 are 14.6% and 2.0%, comparing favorably against industry standards of 11.4% and 1.2%, respectively. Starting 2009, the Bank is eligible to exclude from non-performing classification, loans classified as Loss in the latest examination of the BSP which are fully covered by allowance for probable losses, and to deduct such loans from total loan portfolio for purposes of computation, in compliance with BSP Circular No. 351, resulting to a reduction in NPL ratio and increase in NPL cover to 2.6% and 106.7%, respectively, as of end-2009. Cost-to-income ratio for end-2009 surpassed the Bank’s 50.0% target and improved to 48.2% from 57.6% a year ago, on higher revenues. Earnings per share improved to Php6.74 for the year 2009 from Php3.22 a year ago. The Bank’s capital adequacy ratio rose to 16.1% as of end2009 from 12.9% a year ago due to stronger than expected performance for 2009, coupled with the fresh funds from the Tier 2 issuance in October 2009. Key performance indicators of the Bank are as follows: Dec. 2009 Capital to Risk Assets Return on Average Assets Return on Average Equity Non-Performing Loan Ratio* Non-Performing Loan Cover* Cost-Income Ratio 16.1% 2.0% 14.6% 2.6%** 106.7%*** 48.2% Dec. 2008 12.9% 1.1% 8.0% 7.9% 85.7% 57.6% The manner by which the Bank calculates the above indicators is as follows: Return on Average Assets: Return on Average Equity: Non-Performing Loan Ratio: Non-Performing Loan Cover: Capital Adequacy Ratio: Cost-Income Ratio: Net income divided by average total resources for the period indicated Net income divided by average total capital funds for the period indicated Total non-performing loans divided by total loans (inclusive of interbank loans receivables) Total allowance for loan losses divided by total non-performing loans Total capital divided by total risk-weighted assets (inclusive of credit, market and operational risk charge) Total operating expenses divided by the sum of net interest income and other income * Based on audited figures ** Based on the formula (total non-performing loans less fully-covered loans classified as loss) divided by (total loans inclusive of interbank loans receivables less fully-covered loans classified as loss) *** Based on the formula (total allowance for loan losses less fully-covered loans classified as loss) divided by (total non-performing loans less fully-covered loans classified as loss) As to material event/s and uncertainties, the Bank has nothing to disclose on the following apart from those already disclosed elsewhere or presented in the accompanying audited financial statements: • Any known trends, demands, commitments, events or uncertainties that will have a material impact on the issuer’s liquidity. 26 • • • • • • Any events that will trigger direct or contingent financial obligation, including any default or acceleration of an obligation. Any material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the company Any material commitments for capital expenditures, the general purpose of such commitments and the expected sources of funds for such expenditures. Any known trends, events or uncertainties that have had or that are reasonably expected` to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations. Any significant elements of income or loss that did not arise from the issuer’s continuing operations. Any seasonal aspects that had a material effect on the financial condition or results of operations. Statement of Income for the Period Ended December 31, 2008 vs. December 31, 2007 The Bank recorded a net income of Php2.07 billion for the year 2008, 30.55% lower than Php2.98 billion the Bank earned last year, due primarily on lower trading gains this year. Interest income hit Php10.39 billion this year, 6.57% higher than Php9.75 billion a year ago, as increases in interest income from loans and other receivables and investments and trading securities more than offset decreases in interest income from due from other banks and interbank loans receivables. Interest income on loans and other receivables increased by 32.71%, to Php5.39 billion this year from Php4.06 billion last year, as the Bank expanded its corporate, commercial and consumer finance business. Increased average levels of trading and investment securities coupled with higher yields resulted to the 69.43% increase in interest income on these investments, to Php3.50 billion this year from Php2.06 billion last year. On the other hand, interest income on deposits with other banks dropped by 50.59%, to Php0.64 billion this year from Php1.30 billion last year, on lower average levels. Interest income on interbank loans receivables likewise declined by 62.97%, to Php0.86 billion this year from Php2.33 billion last year, driven primarily by lower average levels and yields on these investments. Interest expense stood at Php4.52 billion this year, 8.22% lower than Php4.92 billion a year ago, mainly due to the 46.47% drop in interest expense on bills payable and other liabilities, with the settlement upon maturity of the Bank’s senior debt in September 2007 coupled with lower borrowing cost. As a result of the foregoing, net interest income rose by 21.63%, to Php5.88 billion this year from Php4.83 billion last year, mainly as a result of higher asset yields and lower funding costs. The Bank continues to build up its provision for impairment losses amounting to Php0.86 billion this year, 127.23% higher than Php0.38 billion booked last year, notwithstanding that the Bank has no exposure to financial institutions which were adversely affected by the financial crisis this year. Total other income stood at Php3.01 billion this year, 21.21% lower than Php3.82 billion a year ago, driven primarily by the decline in trading gains to Php0.31 billion this year from Php1.38 billion last year. In March 2007, the Bank earned extraordinary trading gains with the disposal of substantial amounts of available-for-sale government securities. Service charges, fees and commissions likewise dropped by 11.20%, to Php0.75 billion this year from Php0.84 billion last year, due to lesser returned checks and other cash items (RCOCI) and lesser GSIS e-card issuances this year. On the other hand, miscellaneous income grew by 22.32% this year, to Php1.96 billion from Php1.60 billion last year, driven primarily by higher gains in fair value of investment properties consistent with the general increase in property values in 2008. Total other expenses declined by 2.39%, to Php5.12 billion this year from Php5.25 billion last year, in view of the 7.25% decrease in miscellaneous expenses arising from lower PDIC insurance and BSP supervision fees, security and messengerial services, litigation expenses, management and professional fees, repairs and maintenance and marketing costs. Provision for income taxes was higher this year at Php0.84 billion from Php0.05 billion last year mainly due to the set-up of deferred tax liabilities on fair value gains in investment properties. 27 Statement of Condition as of December 31, 2008 vs. December 31, 2007 The Bank’s total resources surpassed the Php200 billion mark, ending 2008 at Php203.90 billion, 4.40% higher than Php195.31 billion as of end-2007. Due from BSP almost doubled to Php22.24 billion in 2008 from Php11.40 billion in 2007 due to higher regulatory requirements on increased deposit levels. Due from Other Banks stood at Php5.24 billion in 2008 from Php1.03 billion in 2007 due to longer holidays in year-end 2008 leading to more funds being accumulated in the Bank’s nostro accounts from foreign counterparties who were not covered by the long local holidays. On the other hand, interbank loans receivables dropped by 94.81%, to Php3.85 billion from Php74.18 billion, as the Bank shifted its excess funds to higher yielding investment securities and loans. Financial assets at fair value through profit and loss (FVPL) investments declined by 47.40%, to Php0.58 billion in 2008 from Php1.11 billion end-2007 levels, due to disposal of these investments and maturity of bond options. On the other hand, held-to maturity investments increased significantly to Php22.31 billion from Php2.64 billion as a result of the reclassification from available-for-sale investments, consistent with regulatory issuances and amendment of relevant accounting standards. There was a net increase in available-for-sale investments by 21.27%, notwithstanding the reclassification, due to additional purchases on these investments. Loans and receivables expanded by 68.20%, to Php90.73 billion in 2008 from Php53.94 billion in 2007. This was mainly due to expansion of the Bank’s loan base. Investment properties amounted to Php12.73 billion in 2008, 57.64% higher than Php8.08 billion end-2007 levels, as a result of fair value gains from revaluation of these properties and reclassification from other resources. Non-current assets held for sale decreased by 61.37%, to Php0.26 billion in 2008 from Php0.66 billion in 2007, driven primarily by the reclassification of certain assets held for sale to other resources and settlement of SPAV sale undertaken in March 2007. Other resources declined by 20.78%, to Php3.65 billion in 2008 from Php4.62 billion in 2007, due to lower net deferred tax assets and reclassification of certain assets to investment properties. Total liabilities amounted to Ph176.88 billion in 2008, 5.35% higher than Php167.90 billion in 2007, as a result of the 51.20% increase in deposit liabilities to Php161.42 billion in 2008 from Php106.76 billion in 2007. Strong deposit generation efforts led to increases of Php37.98 billion in demand deposits, Php1.36 billion in savings deposit, and Php15.33 billion in time deposits. With higher levels of lower-cost deposits, the Bank reduced its bills payable by 94.57%. Also in 2008, the Bank fully funded its investments in UBS Notes that were reclassified as unquoted debt securities classified as loans (UDSCL). In 2007, part of the funding for these investments was in the form of liabilities that were booked as Loans Payable. The full funding in 2008 resulted in the settlement of these liabilities. Other liabilities dropped by 5.75%, to Php12.02 billion in 2008 from Php12.75 billion in 2007, in view of lower levels of funds held by the Bank for remittance to BIR, outstanding manager’s checks, accrued other expenses payable and accounts payable. Capital funds amounted to Php27.02 billion in 2008, 1.45% lower than Php27.41 billion end-2007 levels, due primarily on net unrealized losses on available-for-sale securities, which were brought about by unfavorable market conditions. The Bank’s return on average equity (ROE) and return on average assets (ROA) as of end-2008 were 8.0% and 1.1%, respectively. The Bank’s ratio of non-performing loans to total loans increased to 7.9% in 2008 from 5.6% in 2007 as interbank loans receivables decreased in 2008. NPL cover improved to 85.7% in 2008 from 76.9% a year ago due to lower NPLs and higher loan reserves. In 2008, as reflected in the audited financial statements, the Bank restated the balance of its loan and receivables and the corresponding allowance for impairment in January 1, 2007 to recognize grossed-up amounts of accounts arising from the Bank’s acquisition of the former iBank in 2006, resulting to an increase in the 28 amount of these accounts by Php2.51 billion. Lower operating expenses and higher revenues this year led to the decline in cost-income ratio for 2008 to 57.6% from 60.6% a year ago. Earnings per share dropped to Php3.22 for the year 2008 from Php4.89 a year ago on lower income. The Bank’s capital adequacy ratio was reduced to 12.9% in 2008 from 16.4% a year ago due to higher risk-weighted assets with the expansion of the Bank’s loan and investment securities portfolio and higher risk weights on ROPs for 2008. Key performance indicators of the Bank are as follows: Dec. 2008 Capital to Risk Assets Return on Average Assets Return on Average Equity Non-Performing Loan Ratio* Non-Performing Loan Cover* Cost-Income Ratio Dec. 2007 12.9% 1.1% 8.0% 7.9% 85.7% 57.6% 16.4% 1.6% 12.5% 5.6%** 76.9%** 60.6% The manner by which the Bank calculates the above indicators is as follows: Return on Average Assets: Return on Average Equity: Non-Performing Loan Ratio: Non-Performing Loan Cover: Capital Adequacy Ratio: Cost-Income Ratio: Net income divided by average total resources for the period indicated Net income divided by average total capital funds for the period indicated Total non-performing loans divided by total loans (inclusive of interbank loans receivables) Total allowance for probable loan losses divided by total non-performing loans Total capital divided by total risk-weighted assets (inclusive of credit, market and operational risk charge) Total operating expenses divided by the sum of net interest income and other income * Based on audited figures ** Includes writeback As to material event/s and uncertainties, the Bank has nothing to disclose on the following apart from those already disclosed herein or in the accompanying audited financial statements: • • • • • • • Any known trends, demands, commitments, events or uncertainties that will have a material impact on the issuer’s liquidity. Any events that will trigger direct or contingent financial obligation, including any default or acceleration of an obligation. Any material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the company Any material commitments for capital expenditures, the general purpose of such commitments and the expected sources of funds for such expenditures. Any known trends, events or uncertainties that have had or that are reasonably expected` to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations. Any significant elements of income or loss that did not arise from the issuer’s continuing operations. Any seasonal aspects that had a material effect on the financial condition or results of operations. The Bank’s audited financial statements as of and for the period December 31, 2007 were restated to reflect the effects of the retrospective amendments in 2008 of the term sheets of the UBS Notes acquired in 2007. Item 7. Financial Statements 29 The consolidated financial statements and schedules listed in the accompanying Index to Financial Statements and Supplementary Schedules are filed as part of this Form 17-A. Said statements were audited by the principal accountant, Accounting firm of Punongbayan & Araullo and signed by partner Mr. Francis B. Albalate. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in and disagreements with the Bank’s external auditors, Punongbayan & Araullo (P&A), on accounting principles or practices, financial statement disclosures or auditing scope or procedure for the two (2) most recent years ended December 31, 2009 and 2008. (A) Audit and Audit Related fees For the year 2009, audit fees billed by P&A amounted to P4,655,000 exclusive of VAT and out-of-pocket expenses. For the year 2008, audit fees billed by P&A amounted to P3,850,000 exclusive of VAT and out-of-pocket expenses. Fees for other audit, assurance and related services rendered by P&A for 2009 were as follows: 1. 2. 3. P112,627 for issuance of opinion on the accounting treatment of allowance for probable losses. P5,232,783 for the Lower Tier 2 Offering Circular review as of July 31, 2009. P1,200,000 (exclusive of VAT and out-of-pocket expenses) for the audit of the consolidated Financial Statements of the UnionBank Group as of and for the year ended December 31, 2009 in accordance with accounting practices prescribed by BSP. No other audit, assurance and related services were rendered by P&A for 2008. On the other hand, SyCip Gorres Velayo & Co. (SGV) billed fees amounting to P352,000 in connection with the P&A access of UBP workpapers in July 2008. (B) Tax Fees Various tax service fees were paid by the Bank to its external auditors and other accounting firms for the years 2009 and 2008, as follows: 1. Punongbayan & Araullo a. b. c. d. e. f. g. P56,000 for opinion rendered on February 2009 on the tax implications of the Real and Other Properties Acquired (ROPA). P56,000 for opinion rendered on March 2009 on the tax implications of certain benefits given to bank employees. P113,008 for opinion dated July 2009 on the tax implications of the issuance of Unsecured Subordinated Notes (Lower Tier 2). P134,400 as acceptance fee on July 2009 to secure BIR Ruling on the tax exemption of client. P112,000 for opinion dated April 2008 on the tax implications of the Bank’s settlement with a third party. P225,120 for drafting of protest letters dated June 2008 on BIR assessments against UBP and iBank for taxable year 2004. P202,160 for opinion dated October 2008 on the tax implications of counterparty agreement. 2. Manabat Sanagustin & Co a. b. c. P369,600 for opinion dated June 2009 on certain derivative products. P246,400 on March 2009 for the filing of claim for tax refund with the BIR. P61,600 for opinion dated April 2008 on onshore/final withholding tax of FCDU. 30 d. P246,400 for opinion dated April 2008 on claim for tax refund of taxes previously paid under the BIR’s Abatement Program. The following practice was agreed to and adopted by and between Management and the external auditor: 1. Before the start of each year’s audit, the external auditor presents to the Audit Committee for approval Its proposed audit plan, describing the areas of focus for the audit, as well as any new accounting standards, laws and new regulatory rules that need to be taken into account in the course of the audit. The audit schedule is also presented. 2. The audit fees are agreed with the external auditor by Management. 3. When the audit is substantially completed and before the Bank’s Board meeting in January of the following year, the external auditor presents an initial report of its audit to the Audit Committee. The complete set of audited financial statements and accompanying notes are submitted to the Board for notation in its March meeting, in time for tax filing in April. PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS Item 9. Directors and Executive Officers of the Issuer A. Directors and Nominees: The following are the names of the incumbent Directors of the Bank and their respective age, citizenship and period of service as of March 31, 2010. They have been pre-screened and certified qualified by the Nominations Committee of the Board pursuant to SRC Rule No. 38 at the meeting held on March 11, 2010 by the following Nomination Committee Members: 1. 2. 3. 4. 5. 6. 7. Jon Ramon M. Aboitiz Justo A. Ortiz Erramon I. Aboitiz Mayo Jose B. Ongsingco Sergio Antonio F. Apostol Armand F. Braun, Jr. Norberto M. Belen INCUMBENT/ NOMINEES Justo A. Ortiz Vicente R. Ayllon Jon Ramon M. Aboitiz AGE 52 79 61 - CITIZENSHI P Filipino Filipino Filipino Chairman Member Member Member Member Member Non-Voting Member (HR Director) POSITION Chairman & CEO Vice-Chairman Vice-Chairman Director Iker M. Aboitiz Erramon I. Aboitiz 38 54 Filipino Filipino Director Director Juan Antonio E. Bernad 53 Filipino Director Stephen G. Paradies Thelmo Y. Cunanan Romulo L. Neri 56 71 60 Filipino Filipino Filipino Director Director Director 31 Period during which individual has served as such July 23, 1993 to present June 27, 1991 to present June 01, 2001 to present May 24, 1996 to January 01, 1998 October 11, 1988 to May 31, 2001 May 29, 2009 to present July 23, 1993 to present October 11, 1988 to April 23, 1993 October 22, 1999 to present January 27, 1995 to August 23, 1999 October 11, 1988 to present May 27, 2005 to present August 22, 2008 to present Sergio Antonio Apostol Mayo Jose Ongsingco Edilberto B. Bravo F. 75 Filipino Director August 22, 2008 to present B. 58 Filipino Director June 24, 2005 to present 73 Filipino Director Filipino President & COO January 23, 2004 to present March 25, 1993 to May 25, 1994 January 01, 1998 to present Filipino Director Filipino Vice-Chairman President Director Victor B. 63 Valdepeñas INDEPENDENT DIRECTORS Armand F. Braun, Jr. 72 Cancio C. Garcia 72 December 31, 1997 to present January 1998 to June 2001 April 03, 1990 to December 31, 1997 September 04, 2008 to present UnionBank’s Independent Directors, namely, Messrs. Armand F. Braun, Jr. and Cancio C. Garcia, possess the qualifications and none of the disqualifications of an independent director. They have complied with all the requirements of the Bangko Sentral ng Pilipinas (BSP), the Securities and Exchange Commission (SEC), and the Bank’s Manual on Corporate Governance for their respective positions. They were nominated by the nominees to the Board of Directors of Aboitiz Equity Ventures, Inc. (AEV), and The Insular Life Assurance Company Ltd., (IL), and the Chairman and President of the Social Security Commission (SSC), namely: Mr. Jon Ramon M. Aboitiz, Vicente R. Ayllon, and Thelmo Y. Cunanan & Romulo L. Neri, respectively. They are not related to the nominees. They are eligible for election as Independent Directors at the forthcoming Annual Stockholders’ meeting on May 28, 2010. BUSINESS EXPERIENCE: The following is a brief description of the business experience of each of the directors/nominees of the Bank: Justo A. Ortiz, serves as the Chairman of the Board and Chief Executive Officer of the Bank. He is also currently the chairman of Union Properties, Inc. (UPI), a director in Aboitiz Equity Ventures, Inc., Aboitiz Transport Systems Corp. (formerly WG&A), Bankers Association of the Philippines, Megalink and ECR Philippines. Mr. Ortiz is a member of World Presidents Organization/Young President Organization. Prior to joining the Bank, he had 16 years of business experience at Citibank (Manila). Jon Ramon M. Aboitiz, serves as the Vice-Chairman of the Board of the Bank. He is currently Chairman of Aboitiz & Co., Inc. and Aboitiz Equity Ventures, Inc., a Cebu-based investment and management enterprise, engaged in numerous and diverse business concerns ranging from power-generation and distribution, banking and financial services, real estate development, construction, marketing, food, ship building, transportation (air/land/sea) and logistics that are closely linked to nation building and progress. Mr. Aboitiz began his career with the Aboitiz Group in 1970. From manager of the Aboitiz Shipping Corporation, Mr. Aboitiz was promoted to President of the company in 1976 and became President of Aboitiz & Company in 1991 until 2008. He was President and CEO of Aboitiz Equity Ventures from 1993-2008. Currently, Mr. Aboitiz holds various positions in the Aboitiz Group including Chairman of the Board of Aboitiz Transport System (ATSC) Corporation, Aboitiz Energy Solutions, Inc., Aboitiz Jebsen Bulk Transport Corporation, Aboitiz Development Corporation, Ems Crew Management Philippines, Inc. He is Vice-Chairman of Aboitiz Power Corporation. Mr. Aboitiz is also Director of Davao Light & Power Co., Inc., Southern Philippines Power Corporation, City Savings Bank, Cotabato Light & Power Company and International Container Terminal Services, Inc. He is also President/Trustee of the Aboitiz, Foundation, Inc. and Trustee of the Ramon Aboitiz Foundation, Inc. and Santa Clara University, California – Santa Clara, California, USA. He is a member of the board of advisors for the Association of Foundations as well as the Coca Cola Bottlers Philippines, Inc. Mr. Aboitiz holds a B.S. Commerce degree major in Management from the University of Santa Clara, California. Vicente R. Ayllon, serves as the Vice-Chairman of the Board of the Bank. He is currently the Chairman and Chief Executive Officer of The Insular Life Assurance Co., Ltd. He also sits as Chairman and President of the Insular Life Property Holdings, Inc. (formerly Vigan Realty, Inc.) and is the Chairman of Insular Investment & Trust Corporation, Insular Life Health I-Care (I-Care), Insular Life Foundation, ILMADECO, Home Credit Mutual Building & Loan Association and Asian Hospital and Medical Center. Mr. Ayllon is also Vice Chairman of Mafre Insular Insurance Corporation. From 2003 to 2004, he was 32 director of the Philippine Stock Exchange, Inc. From 1997 to 2003, he served as President and Chief Executive Officer of Insular Life Assurance Co., Ltd. His other directorships include Pilipinas Shell Petroleum Corporation, Shell Company of the Philippines, Ltd., Dusit Thani Hotel (Phil. Hoteliers, Inc.) and the Palms Country Club. Victor B. Valdepeñas, serves as the President and Chief Operating Officer of the Bank. He is also currently director of Union Properties, Inc. (UPI). He served as Executive Vice President and Chief Financial Officer of the Bank from 1993 to 1998. Prior to joining the Bank, he was the Vice-President and the Country Treasurer of Citibank Manila from 1987 to 1994, Deputy Treasurer/Group Head of all Trading Divisions of Citibank Manila from 1981 to 1986, Country Economist of Citibank Manila from 1974 to 1980 and the Assistant Director of National Economic & Development Authority’s Economic Planning & Research. He was also Consultant to the Chairman of the National Economic Counsel and was a Faculty Member of the University of the Philippines and professional lecturer at the University of Santo Tomas. He was previously the President of the Philippine Economics Society and Foreign Exchange Association of the Philippines. He was likewise Chairman and President of UBP Currency Brokers, Inc. Erramon I. Aboitiz, serves as Director of the Bank. He is also the Chairman of Philippine Hydro Power Corporation, SN Aboitiz Power, Davao Light & Power Co., Cotabato Light & Power Co., Subic Enerzone Corp., Visayan Electric Company, City Savings Bank, and Aboitiz Foundation. He currently sits as President and Chief Executive Officer of Aboitiz Equity Ventures, Inc. and he holds the same position in Aboitiz Power Corporation and Aboitiz & Company, Inc. His business experience includes directorships in Aboitiz Transport Systems, Inc., Aboitiz One, Inc., Aboitiz Land (since 2003), Pilmico Foods Corp., Pilmico Animal Nutrition Corp., San Fernando Electric Light and Power Co. and Family Business Development Center (Ateneo de Manila University). Iker M. Aboitiz, is currently the Chief Finance Officer of Abovant Holdings, Inc., Cebu Private Power Corporation and East Asia Utilities Corporation. He also sits as First Vice President/Chief Finance Officer/Chief Information Officer of Aboitiz Power Corporation; and Executive Committee Member, Treasury Group and Corporate Finance; Member of Audit Committee of Aboitiz & Company, Inc. Mr Aboitiz began his career with the Aboitiz & Company, Inc. in 1994. He held various positions in the Aboitiz & Company, Inc. including Analyst - Corporate Planning Department from 1994-1995, Trader Treasury Department from Feb. 1995 to June 1995, Assistant Treasurer - Treasury Department from 1995 to 1997 and Assistant Vice-President, Head - Corporate Finance Dept. from 1998 to 1999. He served also as Treasurer of Davao Light and Power Co., Inc. and Cotabato Light and Power Company from 1998 to 1999. He was previously Adviser to the Board of Directors of City Savings Bank from 1998 to 1999. Mr. Aboitiz was also Executive Assistant to the Chairman & CEO of UnionBank of the Philippines and Member of Union Bank Asset and Liability Committee (ALCO) from 1999 to 2000. He served as Analyst - Corporate Finance Group of Credit Lyonaisse SA Exchange Capital Corp. from 2000 to 2003 and Chief Finance Officer of Aboitiz Construction Group Inc. from 2003 to 2007. He worked for FBMA Marine Inc. in several positions including Chief Finance Officer, Member of the Board of Directors and Executive Committee from 2003 to 2007. Mr. Aboitiz has a Bachelor of Science Degree in Business Management major in Finance, Cum Laude from the Boston College, Newton, Massachusetts. Juan Antonio E. Bernad, serves as Director of the Bank. He is also currently Senior Vice - President of Aboitiz Equity Ventures, Inc. (since 1995), Executive Vice - President – Strategy & Regulatory Affairs of Aboitiz Power Corporation (since 1998) and Vice-President and Treasurer of Cotabato Light & Power Corporation (since 1989). His other directorships include San Fernando Electric Company (since 2001), Mamerto Escano Inc. (since 1987) and EVP-Regulatory Affairs of Davao Light & Power Corporation (since 1989). Stephen G. Paradies, serves as Director of the Bank. He has been Director of Union Properties, Inc. (UPI) and International Container Terminal Services Inc. since 2002, Warehousing, Inc., Pilmico Foods Corporation, Animal Nutrition Corp., and City Savings Bank. He also sits as Senior Vice President/Finance of Aboitiz & Co., Inc. and Senior Vice President/Chief Finance Officer of Aboitiz Equity Ventures, Inc. since 2004. Thelmo Y. Cunanan, serves as Director of the Bank and currently the Chairman of the Social Security Commission, the top policy-making body of the Social Security System. He is Director for First Philippine Holdings Corporation, Philex Mining Corporation and Belle Corporation. Mr. Cunanan was President and Chief Executive Officer of the Philippine National Oil Company (PNOC) from February 2001 to August 2004. At the same time, he served as Chairman of the various subsidiaries of PNOC namely the PNOC 33 Exploration Corporation, PNOC Shipping & Transport Corporation, PNOC Petrochemical Development Corporation and PNOC Development & Management Corporation. He also sat in the Board of Directors of various corporations such as Petrochemicals Corporation of Asia, Jacinto Group of Companies and Eastern Telecom. Mr. Cunanan served as the country’s Ambassador Extra-Ordinary and Plenipotentiary to the Kingdom of Cambodia from 1995 to 1999. He likewise served as Secretary General of the ASEAN Chamber of Commerce and Industry in 1999, Senior Adviser to the First International Conference of Asian Political Parties in 2000, Chairman of the Philippine-Cambodia Business Council in 2001, and Member of the Philippine Chamber of Commerce and Industry, the Philippine-Thailand Business Council and the Philippine-India Business Council. Mr. Cunanan retired from the Armed Forces of the Philippines in 1994 with the rank of Lieutenant General. He received his commission from the United States Military Academy in West Point, New York, where he graduated with a Bachelor of Science degree in Military Art and Engineering. He earned his masters degree in Business Administration from the University of the Philippines. Romulo L. Neri, serves as Director of the Bank. He also sits as Director of Philex Mining Corporation and Philippine Health Insurance Corporation and San Miguel Purefoods Corp. He is also President and Chief Executive Officer of Social Security System. He was the Chairman of the Commission on Higher Education from 2007 to 2008; Monetary Board Member of the Bangko Sentral ng Pilipinas from 2005 to 2008; Secretary of the Socio-Economic Planning and Director General of National Economic Development Authority from 2002 to 2007; Secretary of the Department of Budget and Management from 2005 to 2006; Director General of Congressional Planning and Budget Office from 1990 to 2002; Associate Professor of Asian Institute of Management from 1990 to 2002; Asian Professor for Corporate Financial Management of Asian Institute of Management from 1986 to 1990; Corporate Planning Manager of Canlubang Pulp & Manufacturing Corporation and CJ Yulo and Sons, Inc. from 1980 to 1985; Assistant Finance Manager from 1979 to 1980 and Planning Coordinator from 1976 to 1977 of Philippine National Oil Company and Planning Coordinator of Luzon Stevedoring Corp. (affilitated w/ PNOC) from 1975 to 1976. He also served as Financial Analyst of Mobil Oil Philippines, Inc. from 1973 to 1975; Assistant to the President of Riverside Mills Corporation from 1971 to 1973; and a Faculty Member of College of Business Administration of University of the Philippines from 1970 to 1971. Sergio Antonio F. Apostol, serves as Director of the Bank. He was member of the Board of Directors of the Manila Hotel for the year 2005. He also sits as the Chief Presidential Legal Counsel of the Office of the President and Chief Legal Consultant of Social Security System. He was the Chairman of the Board of Directors of United Coconut Planters Bank-General Insurance from 2005 to 2007 and was the Senior Partner of the Apostol, Gomaru & Balgua Law Offices from 1986 to 1992. He was also the President, Chief Executive Officer & Chairman of the Board of Director of PNOC-EDC from 2001 to 2004. He served as Professor of Law & Pre-Bar Reviewer of the University of the Philippines, Ateneo de Manila University, University of Santo Tomas, Far Eeastern University & Leyte Colleges from 1962 to 1992; He is an author of several law books in Civil Procedure, Criminal Procedure, Evidence, Legal & Judicial Ethics and Criminal Law. He was Majority Floor Leader-11th Congress; Senior Deputy Minority Floor Leader – 11th Congress and representative – 2nd District of Leyte to the House of Representatives from 1992 to 2001. He was also the Consultant of the Ministry of Human Settlement and APO-NEDA from 1983 to 1986. He was Chief Legal Counsel of Metro Manila Commission from 1982 to 1986; City Fiscal in the Quezon City Ministry of Justice from 1981 to 1986; District Judge of Court of First Instance Br. XVI, Quezon City of the year 1969 to 1975 and for the year of 1981; Executive Judge of Court of First Instance Br. XVI, Quezon City from 1975 to 1977; Provincial Board Member of the Province of Leyte from 1963 to 1967 and Municipal Councilor of the Municipal Government of Barugo, Leyte for the year 1959. Mayo Jose B. Ongsingco, serves as Director of the Bank. He is currently the Chairman of Insular Life General Insurance Agency, Inc. and Insular Life Employees’ Retirement Fund and the Vice Chairman of Insular Life Health Care, Inc. (since 1999), Insular Life Property Holdings, Inc., and Home Credit Mutual Building & Loan Association. He is also the Vice Chairman and President of Insular Life Management & Development Corporation. He has been the President, Chief Operating Officer and Trustee of Insular Life Assurance Co., Ltd. since 2004. His other directorships include Insular Investment & Trust Corp., Insular Life Foundation, Mapfre Insular Insurance Corporation, Pilipinas Shell Petroleum Corp., Shell Gas (LPG) Philippines, Inc., Keppel Philippines Holdings, Inc. Subic Shipyard Engineering, Inc., PPI Prime Venture, Inc. (formerly Pamplona Realty, Inc.) and Asian Hospital, Inc. Edilberto B. Bravo, serves as Director of the Bank. He has been the Chairman and Chief Executive Officer of U-Bix Corporation since 1974 and Facilities Managers, Inc. since 1996. He has also been the 34 President of Bookhaven since 1964, Compufax Corporation since 1985, and East West Capital Corporation and Bravo Golf Corporation since 1987. He is at present the Vice Chairman of the Board of Insular Life Assurance Co., Ltd. and Insular Investment & Trust Corporation. Prior to joining the Bank, he was the Head of Credit for Citibank (Philippines) and lawyer for Ponce Enrile, Siguion Reyna, Montecillo & Belo Law Office. Armand F. Braun, Jr., serves as Independent Director of the Bank. He is also currently the Chairman and President of AF Braun Company and Holdings, Inc. He was the President of UnionBank from 1990 to 1997. His business experience includes directorships in UBP Capital Corporation, Union Properties, Inc., A-1 Micro Finance, Inc. Alrose Foods Corp., Iligan Pizza Corp., North Iligan Food Services, Inc., Central Iligan Fast foods, Bern Bakery Specialists, Inc. – Store 1, Bern Bakery Specialists, Inc. – Store 2, Beefoods Corp., and Philam Asset Management, Inc. Cancio C. Garcia, serves as Independent Director of the Bank. He is currently the Chairman of the Board and Director of Purefoods Corporation. He is a member of the Board of Directors of San Miguel Properties, Inc. He was Justice of Supreme Court of the Philippines from 2004 to 2007. (b) EXECUTIVE OFFICERS: The Executive Officers of the Bank, and their respective age, citizenship and position as of March 31, 2010, are as follows: Period during which individual has served as such July 23, 1993 to present AGE 52 CITIZENSHIP Filipino POSITION Chairman & Chief Executive Officer Victor B. Valdepeñas 63 Filipino January 01, 1998 to present Guia C. Lim 62 Filipino Edwin R. Bautista 49 Filipino Teodoro M. Panganiban 58 Filipino President & Chief Operations Officer EVP – Corporate Banking Center EVP – Retail Banking Center EVP – Channel Management Center Senior VicePresident EVP – Corporate Product Banking Center August 22, 1997 to April 26, 2001 Senior VicePresident EVP – Customer Brand Experience Management Center EVP – Commercial Banking Center Senior VicePresident July 22, 1994 to April 26, 2001 Senior President Senior President Senior President Vice- November 26, 1993 to Present Vice- October 15, 2002 to Present Vice- April 27, 2001 to Present NAME Justo A. Ortiz Herminio M. Pugeda 61 Filipino Genaro V. Lapez 52 Filipino Beatriz B. Romulo 55 Filipino Norberto M. Belen 62 Filipino Ramon R. Castro 56 Filipino Eduardo I. Conde 59 Filipino Ceferino P. Tolentino 53 Filipino 35 May 27, 1994 to present April 27, 2001 to present April 27, 2001 to present April 27, 2001 to Present July 25, 2008 to present August 28, 2006 to present September 26, 2003 to Present Atty. Cesar G. Ilagan Atty. Fe B. Macalino 56 56 Filipino Filipino Ramon G. Duarte 45 Filipino Roberto F. Abastillas 48 Filipino Catalino S. Abacan 56 Filipino Manuel G. Santiago, Jr. 50 Filipino Jose Levi S. Villanueva 53 Filipino Ana Marie D. Lirio 60 Filipino Michael Jack B. Garcia 39 Filipino Alejandro E. Reyes 57 Filipino Myrna E. Amahan 46 Filipino Senior VicePresident/ Controller July 15, 2004 to present First VicePresident/ Controller Senior VicePresident/ General Counsel & Corporate Secretary July 23, 2003 to July 14, 2004 FVP, General Counsel & Corporate Secretary Senior VicePresident Senior VicePresident Senior VicePresident Senior VicePresident Senior VicePresident Senior Vice President October 2, 1989 to August 31, 2004 First VicePresident/ Treasurer March 31, 2006 to June 27, 2008 FVP/ OICTreasurer First VicePresident & Trust Officer Vice- President/ Chief Compliance Officer Vice-President & Internal Auditor March 22, 2002 to March 31, 2006 AVP & Internal Auditor March 31, 2006 to June 23, 2006 AVP & OICInternal Auditor February 9, 2001 to March 31, 2006 September 1, 2004 to Present June 23, 2006 to present August 28, 2006 to present December 14, 2007 to present December 14, 2007 to present August 22, 2008 to present June 27, 2008 to present November 24, 2006 to present November 23, 2001 to Present June 23, 2006 to present BUSINESS EXPERIENCE: The following is a brief description of the business experience of each of the Executive Officers of the Bank: Justo A. Ortiz, serves as the Chairman of the Board and Chief Executive Officer of the Bank. He is also currently the chairman of Union Properties, Inc. (UPI), a director in Aboitiz Equity Ventures, Inc., Aboitiz Transport Systems Corp. (formerly WG&A), Bankers Association of the Philippines, Megalink and ECR Philippines. Mr. Ortiz is a member of the Board of Trustees in Children’s Hour Philippines and World President Organization / Young President Organization. Prior to joining the Bank, he had 16 years of business experience at Citibank (Manila). 36 Victor B. Valdepeñas, serves as the President and Chief Operating Officer of the Bank. He is also currently director of Union Properties, Inc. (UPI). He served as Executive Vice President and Chief Financial Officer of the Bank from 1993 to 1998. Prior to joining the Bank, he was the Vice-President and the Country Treasurer of Citibank Manila from 1987 to 1994, Deputy Treasurer/Group Head of all Trading Divisions of Citibank Manila from 1981 to 1986, Country Economist of Citibank Manila from 1974 to 1980 and the Assistant Director of National Economic & Development Authority’s Economic Planning & Research. He was also Consultant to the Chairman of the National Economic Counsel and was a Faculty Member of the University of the Philippines and professional lecturer at the University of Santo Tomas. He was previously the President of the Philippine Economics Society and Foreign Exchange Association of the Philippines. He was likewise Chairman and President of UBP Currency Brokers, Inc. Guia C. Lim, serves as Executive Vice-President and Head of the Corporate Banking Center of the Bank. She was previously the President of International Corporate Bank, the Executive Vice-President of Land Bank of the Philippines from 1988 to 1993, and the Vice-President and Branch Manager of the World Corporation Group of Citibank N.A. Manila from 1981 to 1988. She was a recipient of Citibank’s Global Account Management Award. Edwin R. Bautista, serves as Executive Vice-President, Head of the Retail Banking Center and Marketing Director of the Bank. Following the Merger, he was also appointed the President of International Exchange Bank. He was Senior Vice-President of the Bank from 1997 to 2001. He previously worked as Senior Brand Manager at Procter and Gamble Mfg. from 1983 to 1987, Marketing and Sales Director of the Philippines and Guam at American Express International from 1990 to 1991, and the Vice-President and Group Head of Transaction Banking at Citibank, Philippines from 1991 to 1997. Teodoro M. Panganiban, serves as Executive Vice-President of the Bank and Head of the Channels Management Center. He was Senior Vice-President of the Bank from 1997 to 2001. Prior to joining the Bank, he was Vice-President and Senior Country Operations Officer at Citibank N.A., Philippines. He held several positions at Citibank N.A. from 1971 to 1997 in Manila, Cebu, Hong Kong, Belgium and New Zealand. He is currently Director of the Philippine Clearing House Corporation and Member of the Operations Committee of the Bankers Association of the Philippines. Herminio M. Pugeda, serves as Executive Vice-President and Head of Corporate Product Banking Center of the Bank. Prior to joining the Bank in 1994, he was Senior Vice-President and Operations Group Head of Institutional and Investment Banking Segments of CityTrust Banking Corporation from 1970 to 1990. He also held several positions at Citibank namely Vice-President, Head of Transaction Banking and Internal Control Head. Genaro V. Lapez, serves as Executive Vice-President and Head of Consumer Finance of the Bank. Prior to joining the Bank, he was an experienced Business Leader – both at multi-country and single-country level – with extensive Marketing/New Business Development experience and solid track-record in Transformations and turnarounds. His career has spanned to numerous consumer product categories from personal care, OTC (over-the-counter) pharmaceuticals, “content” products (publishing & music and video licensing), food & beverage (both alcoholic and non-alcoholic), and “e-financial” services. Beatriz R. Barredo-Romulo, serves as Executive Vice-President and the Head of the Commercial Banking Center of the Bank. She was previously the Executive Vice President and the Head of the Corporate Banking Cluster of International Exchange Bank. Prior to that, she was the Senior Vice- President and the Head of the Account Management Division of United Coconut Planters Bank ("UCPB") from 1991 to 1995. She was also the Vice Chairman of UCPB Leasing and Finance Corporation and was a Director for various subsidiaries of UCPB from 1992 to 1995. Norberto M. Belen, serves as Senior Vice-President of the Bank. Prior to joining the Bank, he worked as Personnel Director at Richardson Vicks-Procter & Gamble from 1979 to 1985 with same position at Citibank Philippines from 1986 to 1987. He served as Regional Personnel Director for Northern Asia at RJR Nabisco (H.K.) from 1987 to 1988, Group Human Resource Director at First Pacific & Co. from 1989 to 1990, Senior Vice-President and Chairman of Group Mancom – Jaka Group from 1990 to 1995, Organization & Strategy Consultant at Jollibee, Jardine Davies, Phil-AM Health Care, Planters Bank, Security Bank from 1995 to 2003, and International Training Consultant of CitiBank Asia Pacific from 1998 to 2003. 37 Ramon R Castro, serves as Senior Vice-President of the Bank and Head of the Asset Recovery Group. He was Assistant Vice-President at Bancom Finance Corporation until 1982 and from 1982 to 1985, he served as Middle Market and Consumer Finance Head of the Bank. Subsequently, he became Group Head for Corporate Banking. Eduardo I. Conde, serves as Senior Vice-President of the Bank. Prior to his present position, he served as First Vice-President and Head of Auto and Mortgage Finance of the Bank since 1993. From 1974 to 1993, Mr. Conde worked for BA Finance Corporation as Vice-President, Head for Branch Banking Division, Credit Administration Group , and Credit, Legal and Collection Group. Ceferino P. Tolentino, Jr., serves as Senior Vice-President of the Bank. Prior to joining the Bank, he was Vice President in charge of the technical services at Dynamic Software Solutions International from 1987 to 1989 and Assistant Vice-President of technology services of Metrobank from 1989 to 1994. Atty. Cesar I. Ilagan, serves as Senior Vice-President and Controller of the Bank. He was previously the Asia Regional Controller for Cypress Semiconductor Philippines Inc. from 1998 to 1999 and Controller for Intel Philippines Mfg. Inc. from 1987 to 1996. Atty. Fe B. Macalino, serves as Senior Vice-President, Corporate Secretary and General Counsel of the Bank. She began her career with the Bank in 1989. Her business experience includes an extensive legal and corporate practice in the fields of banking, investment and financial leasing services, manufacturing, trading, air chartering, cargo and bulk handling, shipping, security services. She previously worked at the Family Savings Bank prior to its merger with the Bank of the Philippine Islands from 1979 to 1982. She was Assistant Vice-President in charge of legal and collection at the State Investment House, Inc. from 1982 to 1985. She also served as the President of the Bank Administration Institute, Philippine Chapter. She was also the Corporate Secretary and Corporate Legal Counsel for the Philippines in Asian Alcohol Corporation, Far East Molasses Corporation, Ayala Molasses Company, Total Bulk Corporation, Asian Air Charters, Inc., and Bulldog Security Agency, Inc. Ramon G. Duarte, serves as Senior Vice-President and Head of Retail Product Development of the Bank. He was previously Assistant Vice-President of ProChief; Technical Officer of Dotenable, Inc. from 20002001; Head of Electronic Banking Transaction Services at ABN AMRO Philippines from 1999 to 2000; and Assistant Vice-President of Product Management under Global Transaction Services at Citibank from 1996 to 1999. Roberto F. Abastillas, serves as Senior Vice-President of the Bank. He was previously Senior VicePresident and Head of the Account Management Center at International Exchange Bank. From 1987 to 1995, he was Vice-President and Head of the Account Management Group for United Coconut Planters Bank. Catalino S. Abacan is Senior Vice-President of Liabilities Products/Branch and Credit Card Operations from 1994 to 1997. He was Vice-President for Operations, Manila Offshore Banking Unit at Lippo Bank of Indonesia. From November 1996 to April 1997, he was instrumental in setting up a branch of Lippo Bank in Phnom Penh, Cambodia. He held several positions in Philippine Banking Corporation from 1975 to 1993 namely Credit Investigator-Appraiser, Head of Credit Investigation-Appraisal Unit, Branch Cashier, Branch Manager and Area Head for Manila branches. The last position he held was Group Head for Operations in Transaction Banking, International / FCDU and Treasury. Manuel G. Santiago, Jr., holds the position of Senior Vice-President and Credit Cards Product Business Head. He previously worked as Director for Operations in American Express Bank in Indonesia and prior thereto, Director for Operations in American Express International, Manila. Jose Levi S. Villanueva is Senior Vice-President of the Bank. Prior to joining the Bank, he was General Manager for PILTEL in the Visayas Region, Segment Manager for IBM-VISMIN and Vice-President for Sales Management and Control under the Consumer Banking Group in Citibank. Ana Marie D. Lirio is Senior Vice-President and Treasurer of the Bank. She began her career with the Bank in 1989 as the Foreign Currency Group Head. Prior to joining the Bank, she was head of the Eurodesk at Citibank, N.A. Manila from 1986 to 1989. 38 Michael Jack B. Garcia, serves as First Vice-President and Trust Officer of the bank. Prior to the Merger, he was Vice-President and Head of the Trust Center of International Exchange Bank. He held various finance positions at General Motors Europe in its offices in London and Brussels, performing treasury, corporate finance and fund management functions from 1997 to 2002. Alejandro E. Reyes, serves as Vice-President and Chief Compliance Officer of the Bank. He previously worked as Senior Manager at The International Corporate Bank from 1983 to 1984, Technical Assistant from 1981 to 1982 at the Family Bank and Trust Company and Member of the Operations Staff at Citytrust Banking Corporation from 1977 to 1981. Myrna E. Amahan, serves as Vice-President and Internal Auditor of the Bank. She previously worked as supervising IS auditor at Equitable-PCI Bank from 1996 to 2000 and was Head of the System Consultancy Services of the Commission on Audit from 1993 to 1996. c) Significant employee No person who is not an executive officer of the Bank is expected to make a significant contribution to the Bank. d) Family Relationship among Directors Chairman and CEO Justo A. Ortiz is a relative in the 6th degree of consanguinity (second cousin) of Directors Stephen G. Paradies, Erramon I. Aboitiz, Iker M. Aboitiz and Jon Ramon M. Aboitiz. e)Involvement in Certain Legal Proceedings The Bank is a defendant/respondent in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate liability arising from these claims will not have a material effect on the Bank’s financial positions. Specifically, for the past five (5) years until to date, the Bank has not violated the securities or commodities law. On the other hand, the directors and executive officers of the Bank have not been involved in any legal proceedings which are material to the evaluation of the ability or integrity of any director or executive officer of the Bank. Item 10. Executive Compensation Information as to the aggregate compensation paid or accrued during the last two calendar years and to be paid in the ensuing calendar year to the Bank’s Chief Executive Officer and four other most highly compensated executive officers are as follows: Year 2010 Aggregate Compensation (net of bonuses) 91,943,703.55* Bonuses 22,985,925.89* 2009 85,133,058.84 21,283,264.71 Principal Position Name Justo A. Ortiz Victor B. Valdepenas Edwin R. Bautista Herminio M. Pugeda Guia C. Lim Justo A. Ortiz Victor B. Valdepenas Edwin R. Bautista Herminio M. Pugeda Guia C. Lim Chairman & CEO President & COO EVP – Retail Banking Center EVP – Corporate Product Banking Center EVP – Corporate Banking Center Chairman & CEO President & COO EVP – Retail Banking Center EVP – Corporate Product Banking Center EVP – Corporate Banking Center 39 Justo A. Ortiz Victor B. Valdepenas Edwin R. Bautista Herminio M. Pugeda Guia C. Lim Justo A. Ortiz Victor B. Valdepenas Edwin R. Bautista Herminio M. Pugeda Guia C. Lim Chairman & CEO President & COO EVP – Retail Banking Center EVP – Corporate Product Banking Center EVP – Corporate Banking Center Chairman & CEO President & COO EVP – Retail Banking Center EVP – Corporate Product Banking Center EVP – Corporate Banking Center All other officers & directors as a group unnamed 2008 75,894,948.84 18,973,737.21 2007 65,370,140.40 16,342,535.10 2010 2009 2008 2007 787,175,438.33* 729,756,710.64 681,723,642.84 622,634,232.12 196,793,859.58* 182,439,177.66 170,430,910.71 155,658,558.03 *estimated amount The directors receive per diems for attendance in meetings of the board or its committees but do not receive compensation from the Bank for services rendered. There is no standard arrangement regarding compensation of directors and executive officers and there is no contract covering their employment. The executive officers receive salaries, bonuses, and other standard bank benefits that are already included in the amounts stated above. There are no warrants or options held by the Bank’s officers and directors. Item 11. Security Ownership of Certain Beneficial Owners and Management (a) Security Ownership of Certain Record and Beneficial Owners: The following are known to the registrant to be directly or indirectly the record or beneficial owner of more than 5 per cent of registrant’s voting securities (registrant has only one class of voting security, i.e. common shares) as of March 31, 2010: Title of Class Name, address of Record Owner & Relationship with Issuer Aboitiz Equity Ventures, Inc.** 110 Legaspi Street, Legaspi Village, Makati City Principal Shareholders Name, address of Citizenship Beneficial Owner & Relationship with Record Owner Aboitiz Equity Ventures, Inc.** Filipino 110 Legaspi Street, Legaspi Village, Makati City Common PCD Nominee Corporation* 37/F Tower 1 Enterprise Center 6766 Ayala Avenue, Makati City Minority Shareholders PCD Nominee Corporation* 37/F Tower 1 Enterprise Center 6766 Ayala Avenue, Makati City Common The Insular Life Ass. Co., Ltd** IL Corporate Center Insular Life Drive Filinvest, Alabang, Muntinlupa Principal Shareholders The Insular Life Ass. Co., Ltd** IL Corporate Center Insular Life Drive Filinvest, Alabang, Muntinlupa Common 40 No. of Shares Held Percent of Class 247,952,485 38.65% Filipino 116,114,792 18.10% Filipino 103,359,164 16.11% NOTE: Social Security System (SSS) is the only entity/person which holds more than 5% of the company’s outstanding capital shares under the PCD Nominee Corporation with 56,086,523 shares (8.74408%) Common Social Security System** East Avenue, Diliman Quezon City Principal Shareholders Social Security System** East Avenue, Diliman Quezon City Filipino 69,777,286 10.88% **The respective proxies of these corporate shareholders are appointed by their respective Board of Directors and the Company becomes aware of the identity of such proxies only when the corresponding proxy appointments are received by the Company. Based on previous meetings, Mr. Jon Ramon M. Aboitiz and/or Erramon I. Aboitiz have been appointed proxies for Aboitiz Group, while Mr. Vicente R. Ayllon has been appointed proxy for the Insular Life Ass., Co., Inc and Mr. Romulo L. Neri has been appointed proxy for the SSS Group. *The PCD, represented by its Associate Directors, Mr. Lemuel Bitong and Josephine F. dela Cruz, only holds a legal title, not beneficial ownership of the lodged shares. *UnionBank has no stock options, warrants, rights or similar declarations as of report date. (b) Security Ownership of Management The following are the number of shares comprising the Bank’s capital stock (all of which are voting shares) owned of record by the directors, Chief Executive Officer, key officers of the Bank, and nominees for election as director as of March 31, 2010: Title Of Class Name of Beneficial Owner Common Jon Ramon M. Aboitiz Common Jon Ramon M. Aboitiz Common Number of Shares, Amount and Nature of legal and beneficial Ownership 194 (r) P1,940.00 Citizenship Filipino % of Class Address 110 Legaspi Legaspi Village, Makati City 110 Legaspi Legaspi Village, Makati City 110 Legaspi Legaspi Village, Makati City 110 Legaspi Legaspi Village, Makati City 110 Legaspi Legaspi Village, Makati City 110 Legaspi Legaspi Village, Makati City 110 Legaspi Legaspi Village, Makati City St. 0.00% St. 0.61% St. 0.00% St. 0.08% St. 0.00% St. 0.42% St. 0.00% 3,997,872 (b) P39,978,720.00 Filipino Stephen G. Paradies 4,068 (r) P40,680.00 Filipino Common Stephen G. Paradies 520,000 (b) P5,200,000.00 Filipino Common Erramon I. Aboitiz 194 (r) P1,940.00 Filipino Common Erramon I. Aboitiz 2,668,532 (b) P26,685,320.00 Filipino Common Iker Markel Aboitiz 100 (r) P1,000.00 Filipino Common Armand F. Braun, Jr. 2,191 (r) P21,910.00 Filipino Unit 1704A Three Salcedo Place Tordesillas St., Makati City 0.00% Common Justo A. Ortiz Filipino Justo A. Ortiz Common Juan Antonio E. Bernad Common Mayo Jose B. Ongsingco 164 (r) P1,640.00 Filipino c/o Union Bank of the Philippines c/o Union Bank of the Philippines 110 Legaspi St. Legaspi Village, Makati City c/o IL Corporate Center, Insular Life Drive, Filivest, Alabang, Muntinlupa City 0.43% Common 2,779,038 (r) P27,790,380.00 80,000 (b) P800,000.00 361 (r) P3,610.00 Common Victor B. Valdepeñas 2,301,821 (r) P23,018,210.00 Filipino Filipino Filipino 41 c/o Union Bank of the Philippines 0.01% 0.00% 0.00% 0.36% Common Victor B. Valdepeñas 908 (b) P9,080.00 Filipino c/o Union Bank of the Philippines 0.00% Common Vicente R. Ayllon 118 (r) P1,180.00 Filipino 0.00% Common Edilberto B. Bravo 41 (r) P410.00 Filipino Common Thelmo Y. Cunanan 66 (r) P660.00 Filipino c/o IL Corporate Center, Insular Life Drive, Filivest, Alabang, Muntinlupa City c/o IL Corporate Center, Insular Life Drive, Filivest, Alabang, Muntinlupa City c/o SSS, Diliman, Quezon City Common Thelmo Y. Cunanan 10 (b) P100.00 Filipino c/o SSS, Diliman, Quezon City 0.00% Common Cancio C. Garcia 65 (r) P650.00 Filipino c/o Union Bank of the Philippines 0.00% Common Sergio A. F. Apostol 1 (r) P10.00 Filipino c/o SSS, Diliman, Quezon City 0.00% Common Romulo L. Neri 1 (r) P10.00 Filipino c/o SSS, Diliman, Quezon City 0.00% Common Fe B. Macalino Filipino 0.02% Herminio M. Pugeda of 0.00% Common Ana Marie D. Lirio of 0.00% Common Guia C. Lim of 0.06% Common Ramon R. Castro of 0.03% Common Edwin R. Bautista of 0.08% Common Mardonio C. Cervantes of 0.00% Common Dominic R. Milan of 0.00% Common Edwin G. Pineda of 0.00% Common Edwin G. Pineda of 0.00% Common Catalino S. Abacan of 0.01% Common Roberto F. Abastillas c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines of Common 97,052 (r) P970,520.00 1,605 (r) P16,050.00 10,228 (r) P102,280.00 396,904 (r) P3,969,040.00 198,442 (r) P1,984,420.00 488,209 (r) P4,882,090.00 26,461 (r) P264,610.00 3,996 (r) P39,960.00 20,875 (r) P208,750.00 163 (b) P1,630.00 59,529 (r) P595,290.00 178,589 (r) P1,785,890.00 9,971 (r) P99,710.00 of 0.03% of 0.00% 20,637 (r) P206,370.00 1,994 (r) P19,940.00 79,373 (r) P793,730.00 3,190 (r) P31,900.00 39,686 (r) P396,860.00 59,529 (r) P595,290.00 11,905 (r) P119,050.00 15,874 (r) P158,740.00 Filipino c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines of 0.00% of 0.00% of 0.01% of 0.00% of 0.01% of 0.01% of 0.00% of 0.00% Common Ermerlindo S. Andal Common Agnes R. Bacani Common Susan E. Bautista Common Norberto E. Belen Common Ma. Cecilia Teresa S. Bernad William Amado Bruno Castano Jr. Frederick E. Claudio Common Common Common Common Hannah Theresa S. Contreras Gerard Dela Rosa Darvin Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino 42 0.00% 0.00% Common Joebart T. Dator Common Rebecca M. Dela Cruz Common Ramon G. Duarte Common Common Eduardo V. Enriquez III Antonio Agustin Sayo Fajardo Michael Jack B. Garcia Common Joyvalerie B. Gatdula Common Common Rachel Christine T. Geronimo Julie C. Go Common Joyce S. Gonzalez Common Cesar G. Ilagan Common Leonides F. Intalan Common Genaro V. Lapez Common Stella Marie L. Layug Common Concepcion P. Lontoc Common Common Ma. Cristina P. Maceren Ramon De Santos Matias Angelo Dennis L. Matutina Rodrigo J. Montaniel Common Derrick J. Nicdao Common Teodoro M. Panganiban Alicia A. Pastoral Common Common Common Common Common Common Common Common Peter Ismael F. Quiambao Beatriz B. Romulo Bennett Clarence D. Santiago Manuel De Guzman Santiago Jr. Common Evelyn Q. Santos Common Elfren Antonio S. Sarte Common Ceferino P. Tolentino Jr. Jo-Ann Fatima L. Tolentino Marie Aimee S. Tumao Common Common Common Jose Levi S. Villanueva 19,843 (r) P198,430.00 20,637 (r) P206,370.00 59,529 (r) P595,290.00 19,843 (r) P198,430.00 59,529 (r) P595,290.00 181,367 (r) P1,813,670.00 112,312 (r) P1,123,120.00 10,318 (r) P103,180.00 79,373 (r) P793,730.00 103,185 (r) P1,031,850.00 19,843 (r) P198,430.00 46,719 (r) P467,190.00 99,216 (r) P992,160.00 11,905 (r) P119,050.00 36,630 (r) P366,300.00 45,837 (r) P458,370.00 95,247 (r) P952,470.00 13,890 (r) P138,900.00 19,843 (r) P198,430.00 2,233 (r) P22,330.00 396,865 (r) P3,968,650.00 5,384 (r) P53,840.00 130,965 (r) P1,309,650.00 277,805 (r) P2,778,050.00 15,874 (r) P158,740.00 11,905 (r) P119,050.00 Filipino 59,529 (r) P595,290.00 198,432 (r) P1,984,320.00 59,529 (r) P595,290.00 39,686 (r) P396,860.00 119,059 (r) P1,190,590.00 29,114 (r) P291,140.00 Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines of 0.00% of 0.00% of 0.01% of 0.00% of 0.01% of 0.03% of 0.02% of 0.00% of 0.01% of 0.02% of 0.00% of 0.01% of 0.02% of 0.00% of 0.01% of 0.01% of 0.01% of 0.00% of 0.00% of 0.00% of 0.06% of 0.00% of 0.02% of 0.04% of 0.00% of 0.00% c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines c/o Union Bank the Philippines of 0.01% of 0.03% of 0.01% of 0.01% of 0.02% of 0.00% The aggregate number of shares owned of record by the Chief Executive Officer, key officers and directors as a group as of March 31, 2010 is 16,481,403 shares equivalent to P164,814,030.00 @ P10.00/share which is approximately 2.57% of the Bank’s outstanding capital stock. “r” represents record ownership “b” represents beneficial ownership at par value of P10.00/share 43 (c) The principal participants in the Philippine Central Depository (PCD) nominee corporation holding a beneficial interest of 5% or more in Union Bank of the Philippines is: Title of Class Name, address of Citizenship Number of Shares Percent record owner/beneficial of owner & relationship Class with issuer/record owner --------------------------------------------------------------------------------------------------------------Common Social Security System* Filipino 56,086,523 8.74408% East Avenue, Diliman Quezon City --------------------------------------------------------------------------------------------------------------*Social Security System, represented by its nominee directors, only holds legal title as custodian of the lodged shares and is not the beneficial owner thereof. d. Changes in Control There has been no change in the control of the Bank for the past calendar year which may result in a change of control thereat. Likewise, there has been no arrangement among shareholders which may result in a change of control of the Bank. Item 12. Certain relationship and Related Transactions In the ordinary course of business, the Group has loans, deposits and other transactions with its related parties and with certain directors, officers, stockholders and related interests (DOSRI). Under the Group’s existing policies, these transactions are made substantially on the same terms and conditions as transactions with other individuals and businesses of comparable risks. The amount of individual loans to DOSRI, of which 70% must be secured, should not exceed the amount of the deposit and book value of their investment in the Group. In the aggregate, loans to DOSRI generally should not exceed the total equity or 15% of the total loan portfolio of the Group, whichever is lower. As of December 31, 2009 and 2008, the Bank is in compliance with these regulatory requirements. The following additional information is presented relative to DOSRI loans: Group 2009 Total DOSRI loans Unsecured DOSRI loans % of DOSRI loans to total loan portfolio * % of unsecured DOSRI loans to total DOSRI loans % of past due DOSRI loans to total DOSRI loans % of non-accruing DOSRI accounts to total DOSRI loans P 551,166 P 78,783 Parent 2008 429,543 P 129,327 2009 551,166 78,783 2008 P 429,543 129,327 0.57% 0.44% 0.57% 0.44% 14.29% 30.11% 14.29% 30.11% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% *excluding interbank loans receivable As of December 31, 2008, the balance of unsecured DOSRI loans included an account which had an existing unsecured loan before the account was reclassified to DOSRI. Excluding the said loan, the ratio of unsecured DOSRI to total DOSRI loans was at 0.07% as of the end of 2008, which is within the limit set by the BSP. The loan was subsequently reduced to P1.5 million in January 2009. Details of DOSRI loans as of December 31, 2009 and 2008 follow: 44 Directors and officers Other related interests 2009 2008 P515,668 35,498 P 551,166 P 241,738 187,805 P429,543 On January 31, 2007, BSP issued Circular No. 560 which provides the rules and regulations that govern loans, other credit accommodations and guarantees granted to subsidiaries and affiliates of banks and quasi-banks. Under the said circular, the total outstanding exposures to each of the bank's subsidiaries and affiliates shall not exceed 10% of bank's net worth, the unsecured portion of which shall not exceed 5% of such net worth. Further, the total outstanding exposures to subsidiaries and affiliates shall not exceed 20% of the net worth of the lending bank. PART V – CORPORATE GOVERNANCE Item 13. Discussion on Compliance with leading practice on corporate governance (a) The Board of Directors of the Bank, in line with its primary responsibility for good corporate governance, conducted a self-assessment of its performance to determine its state of compliance not just with the corporate governance regulations as set forth in its Manual of Corporate Governance. The self-assessment form was endorsed by the Corporate Governance Committee and adopted by the Board, based on the Bank’s Manual, rules and regulations of the SEC and the BSP, and local and international, corporate governance best practices. The Bank has also complied with the requirement of the Securities and Exchange Commission (“SEC”) on one time submission of its Corporate Governance Self Rating Form as of July 31, 2003. The self-rating form is aimed at measuring the Bank’s compliance with its Manual of Corporate Governance Manual. Up to this date, the Bank remains compliant with its Manual. Consequently, on 29 January 2010, a certification on the Bank’s compliance with its Manual was issued and submitted by the Chief Compliance Officer to the SEC and PSE. The Bank has also formulated a corporate governance roadmap to ensure that it is well headed to achieving its clearly defined purpose, mission and vision. (b) The Bank has necessary corporate governance policies and practices in place to help it fulfill its responsibilities to its shareholders. The Bank ensures its compliance with these policies and practices as embodied in its Articles of Incorporation and By-Laws. In addition, the Bank has also adopted its own Manual of Corporate Governance on 20 August 2002 and was updated on 26 October 2007, which integrates more leading principles and practices on good corporate governance. The Manual embodies the roles of the Bank’s Board of Directors and its various committees, the Management and the Corporate Secretary. The Manual lays down the details on the Bank’s compliance system, organizational and procedural controls, and an independent audit mechanism as well as the functions of the external auditor and of the Compliance Officer. It further provides for policies on disclosure and transparency and the compliance system of the Bank. Most importantly, the Bank, through the Manual, underscores its recognition and continuous promotion of the rights of its stockholders. The Bank, through its Corporate Governance Committee, also ensures that said manual is being reviewed and updated in compliance with the regulations being issued by the regulatory bodies. In 2009, the Corporate Governance Committee reviewed the Bank’s Manual of Corporate Governance vis-à-vis the salient features of the Revised Code of Corporate Governance issued by the SEC in the same year. 45 All members of the Bank’s Board have attended the required seminars on corporate governance. The Bank has also been compliant with the requirement of having independent directors in the Board. More than compliance with the rules issued by the regulatory bodies, the Bank adheres to raise the level of its commitment to good corporate governance by taking initiative in coming up with additional guidelines to bolster its existing principles and practices. Thus, to further implement its existing policy on related party transaction, the Bank has formulated its Procedural Guidelines for Monitoring Related Party Transactions approved by the Board of Directors in 2009. The Bank had also participated in the Corporate Governance Scorecard as well as in the Corporate Governance Performance Scorecard launched by the SEC and the BSP, respectively, in coordination with the Institute of Corporate Directors (ICD). (c) There have been no findings relating to any deviation by the Bank on its Manual of Corporate Governance requiring disclosure as to the persons and sanction/s imposed. Nonetheless, the Bank has disclosure mechanisms for such deviation and sanctions. (d) In keeping with its commitment to raise the level of commitment to corporate governance, the Bank has designed a corporate governance roadmap, which essentially covers three stages, namely, compliance, competence and culture. Guided by its corporate governance roadmap, the Bank is set to achieve an improved state of corporate governance. In January 2009, the Corporate Governance Committee directed the improvisation of its selfassessment test, and required the mandatory orientation of all employees of the Corporate Governance Manual, to include ethics, conduct and good corporate practices. The Bank has revised its Manual of Corporate Governance, as approved by the Board, to comply with the new applicable provisions of the Revised Code of Corporate Governance as well as to incorporate leading corporate best practices. PART VI – EXHIBITS Item 14. Exhibits and Reports on SEC Form 17-C a) Exhibits – Please refer to accompanying Index to Exhibits (page ) The following exhibit is filed as a separate section of this report: (18) Subsidiaries of the Registrant The other exhibits, as indicated in the Index to Exhibits are either not applicable to the Bank or require no answer. b) Reports on SEC Form 17-C The following reports on SEC Form 17-C (Current Reports) were filed during the last twelve months covered by this report: Date of Report April 8, 2009 April 24, 2009 April 24, 2009 May 08, 2009 May 13, 2009 May 27, 2009 May 29, 2009 Event Reported UBP filing of its Preliminary Information Statement UBP filing of its Definitive Information Statement Issuance of up to P5.0 Billion Unsecured Subordinates Debt (new Tier 2 issue) Notice of publication of the article entitled “UnionBank’s Q1 2009 affirm Improving Quality of Revenues and Credit” Record Date Setting for UnionBank Cash Dividends Addendum to the Audited Financial Statements of UnionBank for the year ending 2008 Results of the Annual Stockholders’ Meeting and Organization Board meetings held on May 29, 2009 46 June 26, 2009 July 24, 2009 July 28, 2009 August 04, 2009 August 06, 2009 September 18, 2009 September 18, 2009 September 22, 2009 October 14, 2009 October 28, 2009 January 22, 2010 January 22, 2010 March 26, 2010 Notice of publication of the article entitled “UnionBank Net Income Jumps 44% in First Months of 2009” Consolidated Statements of Condition as of June 30, 2009 and Income Statement for the sixth month period ended on the same date BSP Approval re: Issuance of Peso-denominated 10-Year Unsecured Subordinated Debt (UnSD) Qualifying as Lower Tier 2 Capital in the Aggregate Amount of Up to P5.0 billion List of Bank Officers who participated in the Stocks Investment Loan Program (SILP) Report on Number of Shareholders owning at least one-board lot each for the month ended July 31, 2009 Launching of Unsecured Subordinated Debt qualifying as Lower Tier 2 capital of up to P5 billion starting September 22, 2009 Consolidated Statements of Condition as of July 31, 2009 and Income Statement for the seventh month period ended on the same date UnionBank commenced its first road show of its Unsecured Subordinated Debt Notes Qualifying as Lower Tier 2 capital of up to P5 billion at the Makati Shangri-La Hotel UnionBank Closes Lower Tier 2 Subordinated Notes Issue on October 14, 2010 Consolidated Statements of Condition as of September 30, 2009 and Income Statement for the ninth month period ended on the same date Board approval on the cash dividend declaration of P2.20 per share Consolidated Statements of Condition as of December 31, 2009 and 2008 and Income Statements for the years ended on the same date Board approval for fixing of Record Date of April 14, 2010 for stockholders entitled to vote at the annual stockholders’ meeting on May 28, 2010, Friday at 2:00 p.m. 47 SIGNATURES Pursuantto the requirementsof Section 17 of the Codeand Section 141 of the CorporationCode,this report is signedon behalf of the issuerby the undssipe{ thereuntoduly authorized,in the City of Pasigon APR 06 2010 By: V,-L VICTORB. VALIIEPENAS Presidenta, ief OperatingOfficer ANA SVP, v/N{-Lr>| ATTY. C SW-Con Y,#"f* ATTY. TE B:MACALINO ANDSwoRNto before*" #PU!0J$ SuBscRIBED oot, 2010atPasigcity,the following affiants personallyknown to me and exhibiting to me their SSSI.D. Number bearingtheir photographsand genuine signaturesas comp€tentevidenoeof identity in accordancewith the 2004 Ruleson Notarial Practice. Name JustoA. Ortiz Victor B, Valdeoenas CesarG. Ilasan Am Marie D. Lirio Fe B. Macalino DocNo. 7a6; PageNo. 1l ; BookNo. Xx / ; Series of 2010. SSSI.D, No. 03-4550955-4 a3-3541239-2 03-2350789-5 03-2350789-5 03-5248240-2 MIG G. PAQ'ERNaL Niiirv-puotic fof Pi-sig. Taguig' San Juan and Pateros 201o commissi-oi' """'iBF EipireeiDeqgm!9r^3-1' -ze-os i6. ?ztesu br g2-2a:P9/-F Pasig 523Es34/ OZ-?4:O9/ No. 523E534/ PTRr'[o. Roll of AttorneYs No'--2q937- -. nppl'i"tmeni-No. i zs {Egog'2olo) UNIONBANK OF THE PHILIPPINES Index to Financial Statements and Supplementary Schedules Form 17-A Item 7 Consolidated Financial Statements Page Number Statement of Management’s Responsibility for Financial Statements Independent Auditors’ Report --- Punongbayan & Araullo Statements of Financial Position As of December 31, 2009 and 2008 Statements of Income For the years ended December 31, 2009, 2008 and 2007 Statements of Comprehensive Income For the years ended December 31, 2009, 2008 and 2007 Statements of Changes in Capital Funds For the years ended December 31, 2009, 2008 and 2007 Statements of Cash Flows For the years ended December 31, 2009, 2008, and 2007 Notes to Financial Statements 48 UnionBankPlaza MeralcoAvenuecor. Onyx & SapphireRoads,OrtigasCenter PasigCity 1605 Tel:(632)6676388 Fax:(632)6366289 wwurunionbankph.com STATEMENT OF IVIANAGEMENTISRESPONSIBILITY FOR FINANCIAL STATEMENTS The managementof UnionBankof the Philippines is responsiblefor all infonnation and represelrtations containedin the financialstatementsasof December31,2ffi9 and 2008. The financialstatemenshavetreenpreparedin conformity with PhilippineFinancialReporting Sandads and reflect ilnounts that arebasedon the best estimatesarid inforrned iudgment of man4gementwith an apptopriateconsiderationto maEriality. In this r€gard,managernentmaintainsa systemof accountingand teporting which provides frr the necessary intemalcontrolsto elrsurethat transactionsafepropedy authorizedand recorded assetsare safeguardedagainstunauthorizedus€ or disposition and liabilities arc recognized.The managerneritlikewisedisclosesto the Company'saudit committee and to its extemal auditor: @ all significant deficienciesin the designor operation of intemal controls that could advenely afftct its ability to record, process,and report financial aatc (4 marerialweaknessesin the intemal controls; and (iii) any ftaud that involves man4ge{nentor other employeeswho exercise significantdes in internalcontrols. The Board ofDirectors reviewsthe financialstatementsbebte such staternentsarc approved and submittedto the stockholdersofthe Bank. Punonglayan & Araullo, the independentauditors appointed by the stockholders,hasexamined the financialstatementsof the Companyin accordancewith generallyacceptedauditing ardsin the Philippinesand hase4pressedit opinion on the faimessofpresentatioflupon tion ination,in its report to the Board ofDfuectorsand stoclholdes. Chairmanof the Chief Executive Officer VJ.k*-X;, yqoRB yl+o-lP Presi d Chief Operating Officer |'|AR 30 2010 SUBSCRIBED AND SWORN to before me this _ efibiting to me their Community Tax Certificares,as follows: Name justo A. Ortiz Victor B. Valdepenas Cesar G. Ilasan DocNo. / >> P*No.--ZB;kNo._XK S.ra.ofZOlA-- CommunityTax CertificaeNo. 31106580 01005934 18319288 day ofMarch 201e affians Da€/Placeof Issue March2&XlO/PasiE Gtv JanuaryL2,2}1}/Marrlta^ ,. Janutrry@, 2010/QuezonGtv MIG C o m m i s s l o n E x p i r e s . D e c e m f r e r3 1 , 2 0 l O IBP No. 7778931 O1-?'.r09 PTR No. 5238534t 02-24-O9/ Pasig Rotl of Attorneys No. 25837 Appointment No. 128 (2009'2010) UNIONBANK OF THE PHILIPPINES AND SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION DECEMBER 31, 2009 AND 2008 (Amounts in Thousands of Philippine Pesos) GROUP 2009 Notes PARENT 2009 2008 2008 RESOURCES CASH AND OTHER CASH ITEMS 7 P DUE FROM BANGKO SENTRAL NG PILIPINAS 7 20,850,017 22,237,389 20,850,017 22,237,389 DUE FROM OTHER BANKS 8 2,730,786 5,237,025 2,730,646 5,236,948 INTERBANK LOANS RECEIVABLE 9 30,475,794 3,849,985 30,475,794 3,849,985 TRADING AND INVESTMENT SECURITIES At fair value through profit or loss Available-for-sale - net Held-to-maturity - net 10 11 12 828,205 32,555,781 24,896,602 583,071 27,534,918 22,312,600 827,563 32,512,345 24,896,602 582,818 27,495,347 22,312,600 LOANS AND OTHER RECEIVABLES - Net 13 100,787,008 90,725,554 100,727,145 90,673,315 INVESTMENTS IN SUBSIDIARIES 14 - - 636,486 636,486 BANK PREMISES, FURNITURE, FIXTURES AND EQUIPMENT - Net 15 2,866,160 3,019,278 2,864,678 3,018,104 NON-CURRENT ASSETS HELD FOR SALE - Net 17 107,097 255,144 107,097 255,144 INVESTMENT PROPERTIES 16 12,459,860 12,729,874 12,180,177 12,435,228 7,886,898 7,886,898 7,886,898 7,886,898 3,893,152 3,647,543 3,856,431 3,612,628 GOODWILL OTHER RESOURCES - Net 18 TOTAL RESOURCES 4,023,958 P 3,881,824 P 4,023,950 P 3,881,808 P 244,361,318 P 203,901,103 P 244,575,829 P 204,114,698 P 105,848,814 17,655,617 71,003,946 P 90,457,169 14,557,542 56,406,320 P 105,975,888 18,269,275 71,003,946 P 90,610,620 14,952,743 56,406,320 LIABILITIES AND CAPITAL FUNDS DEPOSIT LIABILITIES Demand Savings Time 20 Total Deposit Liabilities 194,508,377 161,421,031 195,249,109 161,969,683 BILLS PAYABLE 21 1,055,337 2,156,437 1,054,837 2,155,937 NOTES PAYABLE 22 5,037,100 1,287,100 5,037,100 1,287,100 OTHER LIABILITIES 23 12,480,154 12,019,775 11,920,467 11,624,851 213,080,968 176,884,343 213,261,513 177,037,571 Total Liabilities CAPITAL FUNDS Common stock Additional paid-in capital Surplus free Surplus reserves Net unrealized losses on available-for-sale securities 24 ( Total Capital Funds TOTAL LIABILITIES AND CAPITAL FUNDS P 6,414,224 5,819,861 19,101,825 109,648 165,208 ) ( 6,414,224 5,819,861 15,505,786 99,076 822,187 ) ( 6,414,224 5,819,861 19,079,324 109,648 108,741 ) ( 6,414,224 5,819,861 15,502,071 99,076 758,105 ) 31,280,350 27,016,760 31,314,316 27,077,127 244,361,318 P See Notes to Financial Statements. 203,901,103 P 244,575,829 P 204,114,698 UNIONBANK OF THE PHILIPPINES AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 (With Comparative Figures for 2007) (Amounts in Thousands of Philippine Pesos, Except Per Share Data) INTEREST INCOME ON Loans and other receivables Trading and investment securities Due from other banks Interbank loans receivable INTEREST EXPENSE ON Deposit liabilities Bills payable and other liabilities 13 10, 11, 12 7, 8 P 9 20 21, 22, 23 NET INTEREST INCOME IMPAIRMENT LOSSES 19 NET INTEREST INCOME AFTER IMPAIRMENT LOSSES OTHER INCOME Service charges, fees and commissions Trading gain - net Miscellaneous OTHER EXPENSES Salaries and employee benefits Taxes and licenses Occupancy Depreciation and amortization Miscellaneous 25 10, 11, 12 26 27 16, 28 33 15, 18 26 INCOME BEFORE TAX TAX EXPENSE 28 NET INCOME BASIC/DILUTED EARNINGS PER SHARE 31 GROUP 2008 2009 Notes 6,991,778 3,963,997 887,040 48,704 P 5,394,421 3,495,589 640,361 862,180 P PARENT 2008 2009 2007 4,064,812 2,063,142 1,295,994 2,328,112 P 6,990,221 3,963,997 886,825 48,704 P 5,393,074 3,495,589 640,361 862,180 2007 P 4,062,555 2,063,142 1,295,994 2,328,112 11,891,519 10,392,551 9,752,060 11,889,747 10,391,204 9,749,803 5,165,010 263,581 4,056,173 461,021 4,060,355 861,185 5,166,195 263,581 4,092,236 461,021 4,093,267 861,185 5,428,591 4,517,194 4,921,540 5,429,776 4,553,257 4,954,452 6,462,928 5,875,357 4,830,520 6,459,971 5,837,947 4,795,351 1,973,599 859,405 378,213 1,973,599 859,452 378,213 4,489,329 5,015,952 4,452,307 4,486,372 4,978,495 4,417,138 680,335 2,050,594 3,147,397 745,235 306,618 1,961,001 839,235 1,381,615 1,603,187 680,335 2,050,594 2,923,948 746,860 306,831 1,811,917 838,423 1,381,575 1,529,156 5,878,326 3,012,854 3,824,037 5,654,877 2,865,608 3,749,154 2,141,792 668,679 447,202 379,464 2,310,052 1,788,991 650,756 410,677 431,909 1,837,999 1,775,555 657,210 402,297 429,067 1,981,625 2,127,785 664,821 441,835 378,405 2,127,846 1,774,584 644,620 407,020 430,948 1,709,880 1,764,278 654,232 397,771 427,999 1,924,570 5,947,189 5,120,332 5,245,754 5,740,692 4,967,052 5,168,850 4,420,466 2,908,474 3,030,590 4,400,557 2,877,051 2,997,442 95,463 840,048 52,235 94,339 838,678 43,346 P 4,325,003 P 2,068,426 P 2,978,355 P 4,306,218 P 2,038,373 P 2,954,096 P 6.74 P 3.22 P 4.89 P 6.71 P 3.18 P 4.85 See Notes to Financial Statements. UNIONBANK OF THE PHILIPPINES AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 (With Comparative Figures for 2007) (Amounts in Thousands of Philippine Pesos) P NET INCOME FOR THE YEAR GROUP 2008 2009 Note 4,325,003 P 2,068,426 P 2,978,355 PARENT 2008 2009 2007 P 4,306,218 P 2,038,373 2007 P 2,954,096 OTHER COMPREHENSIVE INCOME (LOSS) Net unrealized gains (losses) on available-for-sale securities Transfer of unrealized fair value losses to statements of income for the impairment of available-for-sale securities Amortization of unrealized loss on reclassified investments 456,923 ( 11 1,529,722 ) 188,644 11,412 TOTAL COMPREHENSIVE INCOME FOR THE YEAR P 4,981,982 1,310,840 ) P 757,586 See Notes to Financial Statements. 3,397,980 P 4,955,582 411,686 215,268 3,614 649,364 ( 419,625 P 1,535,454 ) 188,644 11,412 - 215,268 3,614 656,979 ( 449,308 ( 419,625 - 1,316,572 ) P 721,801 411,686 P 3,365,782 UNIONBANK OF THE PHILIPPINES AND SUBSIDIARIES STATEMENTS OF CHANGES IN CAPITAL FUNDS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 (With Comparative Figures for 2007) (Amounts in Thousands of Philippine Pesos) GROUP Notes Balance at January 1, 2009 Cash dividends Total comprehensive income for the year Appropriation for trust business Balance at December 31, 2007 P 6,414,224 - P P 6,414,224 P Surplus Free 5,819,861 P ( ( 15,505,786 718,392 ) 4,325,003 10,572 ) P P 5,819,861 19,101,825 P 6,414,224 - P 5,819,861 P ( ( 14,601,472 1,154,560 ) 2,068,426 9,552 ) P P 6,414,224 P 5,819,861 15,505,786 P P 5,512,460 901,764 - P 1,574,598 P 4,245,263 ( ( 12,660,768 1,026,276 ) 2,978,355 11,375 ) P 6,414,224 P 5,819,861 14,601,472 P 29 24 29 Balance at December 31, 2008 Balance at January 1, 2007 Issuance of additional shares Cash dividends Total comprehensive income for the year Appropriation for trust business Additional Paid-in Capital 24 Balance at December 31, 2009 Balance at January 1, 2008 Cash dividends Total comprehensive income (loss) for the year Appropriation for trust business Common Stock Net Unrealized Gain (Loss) on Available-for-sale Surplus Reserves Securities 24 24 29 P P P P See Notes to Financial Statements. 99,076 ( P - Total Capital Funds 822,187 ) - P 27,016,760 718,392 ) 4,981,982 - P 31,280,350 ( 656,979 10,572 - 109,648 ( P 89,524 - P ( 9,552 165,208 ) 488,653 P ( 1,310,840 ) - 99,076 ( P 78,149 P - 822,187 ) P 27,016,760 69,028 P 19,895,003 5,147,027 1,026,276 ) 3,397,980 - P 27,413,734 - ( 419,625 11,375 89,524 - P 27,413,734 1,154,560 ) 757,586 - 488,653 UNIONBANK OF THE PHILIPPINES AND SUBSIDIARIES STATEMENTS OF CHANGES IN CAPITAL FUNDS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 (With Comparative Figures for 2007) (Amounts in Thousands of Philippine Pesos) PARENT Notes Balance at January 1, 2009 Cash dividends Total comprehensive income for the year Appropriation for trust business Balance at December 31, 2007 P 6,414,224 - P P 6,414,224 P Surplus Free 5,819,861 P ( ( 15,502,071 718,392 ) 4,306,218 10,572 ) P P 5,819,861 19,079,325 P 6,414,224 - P 5,819,861 P ( ( 14,627,810 1,154,560 ) 2,038,373 9,552 ) P P 6,414,224 P 5,819,861 15,502,071 P P 5,512,460 901,764 - P 1,574,598 P 4,245,263 ( ( 12,711,365 1,026,276 ) 2,954,096 11,375 ) P 6,414,224 P 5,819,861 14,627,810 P 29 24 29 Balance at December 31, 2008 Balance at January 1, 2007 Issuance of additional shares Cash dividends Total comprehensive income for the year Appropriation for trust business Additional Paid-in Capital 24 Balance at December 31, 2009 Balance at January 1, 2008 Cash dividends Total comprehensive income (loss) for the year Appropriation for trust business Common Stock Net Unrealized Gain (Loss) on Available-for-sale Surplus Reserves Securities 24 24 29 P P P P See Notes to Financial Statements. 99,076 ( P - Total Capital Funds 758,105 ) - P 27,077,127 718,392 ) 4,955,582 - P 31,314,317 ( 649,364 10,572 - 109,648 ( P 89,524 - P ( 9,552 108,741 ) 558,467 P ( 1,316,572 ) - 99,076 ( P 78,149 P - 758,105 ) P 27,077,127 146,781 P 20,023,353 5,147,027 1,026,276 ) 3,365,782 - P 27,509,886 - ( 411,686 11,375 89,524 - P 27,509,886 1,154,560 ) 721,801 - 558,467 UNIONBANK OF THE PHILIPPINES AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 (With Comparative Figures for 2007) (Amounts in Thousands of Philippine Pesos) CASH FLOWS FROM OPERATING ACTIVITIES Income before tax Adjustments for: Depreciation and amortization Impairment losses Loss (gain) on sale and exchange of properties Dividend income Fair value losses (gains) on investment properties Operating income before working capital changes Decrease (increase) in financial assets at fair value through profit or loss Increase in loans and other receivables Decrease in other resources Increase (decrease) in deposit liabilities Increase (decrease) in other liabilities Cash generated from (used in) operations Dividends received Cash paid for income tax P 15, 18 11, 12, 13, 17, 18 16 26 ( 16 ( ( 28 ( 379,464 1,973,599 63,867 24,021 ) 169,678 6,983,053 245,134 ) 12,401,035 ) 321,246 33,087,346 359,421 28,104,897 24,021 655,545 ) P ( ( ( ( ( ( 2,908,474 P 3,030,590 PARENT 2008 2009 2007 P 4,400,557 431,909 859,405 20,676 ) ( 20,232 ) ( 2,944,179 ) ( 1,214,701 525,377 ( 39,464,800 ) ( 1,657,507 54,663,493 ( 1,522,559 ) ( 17,073,719 ( 20,232 505,116 ) ( 429,067 378,213 89,412 ) 20,093 ) ( 77,122 ) 3,651,243 1,037,101 ) ( 1,503,710 ) ( 427,246 9,225,070 ) 4,163,493 ) 11,850,885 ) 20,093 599,052 ) ( 378,405 1,973,599 63,867 23,772 ) 169,678 6,962,334 244,745 ) 12,405,448 ) 322,954 33,279,426 194,659 28,109,180 23,772 654,324 ) 16,588,835 ( 12,429,844 ) 27,478,628 P ( ( ( ( ( ( 2,877,051 2007 P 2,997,442 430,948 859,452 20,676 ) ( 20,139 ) ( 2,944,179 ) ( 1,182,457 525,134 ( 39,492,430 ) ( 1,679,620 54,863,494 ( 1,681,756 ) ( 17,076,519 ( 20,139 503,789 ) ( 427,999 378,213 89,412 ) 19,563 ) 77,122 ) 3,617,557 1,037,064 ) 1,509,968 ) 446,288 9,138,945 ) 4,193,960 ) 11,816,092 ) 19,563 614,803 ) 16,592,869 ( 12,411,332 ) 11 12 ( ( 4,363,884 ) ( 2,584,002 ) ( 20,881,230 ) ( 4,967,163 ) 9,662,349 ) ( 13,557,730 ( 4,367,634 ) ( 2,584,002 ) ( 20,881,231 ) ( 4,967,163 ) 9,677,696 ) 13,557,730 15 ( 244,363 ) ( 466,318 ( 148,047 48,335 351,824 ) ( 152,665 ) 385,602 26,738 484,303 ) ( 504,797 242,996 ) ( 463,392 ( 148,046 48,335 352,187 ) ( 152,665 ) 381,913 26,738 481,768 ) 502,679 Net Cash From (Used in) Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Net availments (payments) of bills payable Net availments (payments) of notes payable Payments of loans payable Proceeds from issuance of common stock Dividends paid 4,420,466 27,473,373 Net Cash From (Used in) Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in available-for-sale securities Maturities (acquisitions) of held-to-maturity investments Acquisitions of bank premises, furniture, fixtures and equipment Decrease (increase) in investment properties Decrease in non-current assets held-for-sale Proceeds from sale of bank premises, furniture, fixtures and equipment GROUP 2008 2009 Notes 21 22 ( 6,529,549 ) ( 25,940,542 ) ( 1,101,100 ) ( 3,750,000 ( 718,392 ) ( 1,930,508 ( 24 24 ( Net Cash From (Used in) Financing Activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (Carried Forward) P 22,874,332 ( P 26,702 23,102 3,942,577 ( 6,534,859 ) ( 25,944,595 ) 37,549,221 ) ( 7,392,323 ) 1,154,560 ) ( 17,575,249 ( 6,128,750 ) 5,147,027 1,026,276 ) ( 1,101,100 ) ( 3,750,000 ( 718,392 ) ( 37,549,221 ) ( 7,392,323 ) 1,154,560 ) ( 17,575,249 6,128,750 ) 5,147,027 1,026,276 ) 46,096,104 ) 15,567,250 1,930,508 ( 46,096,104 ) 15,567,250 55,447,811 ) P 7,079,983 P 22,874,277 ( P 55,447,830 ) 3,924,047 P 7,079,965 -2- Notes 2009 GROUP 2008 2007 2009 PARENT 2008 2007 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (Brought Forward) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR Cash and other cash items Due from Bangko Sentral ng Pilipinas Due from other banks Interbank loans receivable CASH AND CASH EQUIVALENTS AT END OF YEAR Cash and other cash items Due from Bangko Sentral ng Pilipinas Due from other banks Interbank loans receivable P 7 7 8 9 7 7 8 9 P 22,874,332 ( P 55,447,811 ) 3,881,824 22,237,389 5,237,025 3,849,985 4,044,666 11,403,892 1,028,433 74,177,043 35,206,223 4,023,958 20,850,017 2,730,786 30,475,794 58,080,555 P 22,874,277 ( P 55,447,830 ) 3,109,676 12,806,234 2,791,836 64,866,305 3,881,808 22,237,389 5,236,948 3,849,985 4,078,179 11,403,892 994,846 74,177,043 3,132,374 12,806,234 2,769,082 64,866,305 90,654,034 83,574,051 35,206,130 90,653,960 83,573,995 3,881,824 22,237,389 5,237,025 3,849,985 4,044,666 11,403,892 1,028,433 74,177,043 4,023,950 20,850,017 2,730,646 30,475,794 3,881,808 22,237,389 5,236,948 3,849,985 4,078,179 11,403,892 994,846 74,177,043 35,206,223 P P 7,079,983 90,654,034 P P 58,080,407 P 35,206,130 P P 7,079,965 90,653,960 Supplemental Information on Noncash Activities 1. In 2008, the Bank reclassified certain available-for-sale securities, with fair value amounting to P14,741,578 as of the date of reclassification effective September 10, 2008, to held-to-maturity investments (see Notes 11 and 12). 2. The Bank reclassified parcels of land with carrying amount of P1,154,234 from Other Resources to Investment Properties in 2008 (see Notes 16 and 18). 3. Additions to investment properties in settlement of loans and receivables amounted to P563,992 in 2009 and P958,241 in 2008 in the Group and Parent Company's books (see Note 16). The difference between the amount the Group and Parent Company's books represent additions to investment properties of subsidiaries not acquired through foreclosure. See Notes to Financial Statements. UNIONBANK OF THE PHILIPPINES AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008 (With Comparative Figures for 2007) (Amounts in Thousands of Philippine Pesos, Except Par Value, Share and Per Share Data, Exchange Rates and as Indicated) 1. CORPORATE INFORMATION 1.1 Incorporation and Operations UnionBank of the Philippines (the Bank, UnionBank or the Parent Company) was incorporated in the Philippines on August 16, 1968 and operates as a universal bank through its universal banking license acquired in July 1992. The Bank provides expanded commercial banking products and services such as loans and deposits, cash management, retail banking, foreign exchange, capital markets, corporate and consumer finance, investment management and trust banking. As of December 31, 2009, the Bank has 175 branches and 188 on-site and 14 off-site automated teller machines, located nationwide. The Bank’s common shares are listed in the Philippine Stock Exchange (PSE). The Bank is effectively 38.66% owned by Aboitiz Equity Ventures, Inc. (AEVI), a company incorporated and domiciled in the Philippines. AEVI is the holding and management company of the Aboitiz Group of Companies. The Bank’s subsidiaries (all incorporated in the Philippines), its effective percentage of ownership and the nature of the subsidiaries’ businesses follow: Subsidiary Effective Percentage of Ownership First Union Direct Corporation (FUDC) 100% * First Union Plans, Inc. (FUPI) UBP Insurance Brokers, Inc. (UBPIBI) UBP Securities, Inc. (UBPSI) UnionBank Currency Brokers Corporation (UCBC) UnionDataCorp (UDC) Union Properties, Inc. (UPI) 100% * 100% 100% 100% Interventure Capital Corporation (IVCC) * FUDC and FUPI are wholly-owned subsidiaries of UPI. 100% 100% 60% Nature of Business Financial products marketing Pre-need Insurance brokerage Securities brokerage Foreign currency brokerage Data processing Real estate administration Venture capital -2- Other relevant information about the subsidiaries’ nature of business and their status of operations are discussed in sections that follow: (a) UBPIBI was organized to engage in the insurance brokerage business. In 1995, the Board of Directors (“BOD”) of UBPIBI approved the cessation of its operations. (b) UBPSI was organized to engage in the business of buying, selling or dealing in stocks and other securities. In January 1995, as approved by UBPSI’s stockholders and BOD, UBPSI sold its stock exchange seat in the Philippine Stock Exchange (PSE) to an affiliate of the Parent Company. Accordingly, UBPSI ceased its stock brokerage activities and has settled and liquidated its customers’ positions. (c) UCBC was organized to engage in the foreign currency brokerage business. On March 23, 2001, the BOD of UCBC approved the cessation of its business operations effective on April 16, 2001. Since then, UCBC’s activities were significantly limited to the settlement of its liabilities. (d) UDC was organized to handle the centralized branch accounting services as well as the processing of credit card application forms of the Parent Company and the entire backroom operations of FUPI. On July 1, 2003, the BOD of UDC approved the cessation of its business operations effective on August 30, 2003. The services previously handled by UDC are presently under the Centralized Processing Service unit of the Parent Company. (e) UPI is presently engaged in the administration and management of the Parent Company’s premises and other properties such as buildings, condominium units and other real estate, wholly or partially owned by the Group. Pursuant to the action of the BOD of UPI approving the amendment of its Articles of Incorporation, the primary purpose of UPI was changed from a real estate developer to a real estate administrator. The Securities and Exchange Commission (SEC) approved such amendment on December 13, 2004. Through its wholly-owned subsidiaries, FUPI and FUDC, UPI is also engaged in the sale of pre-need plans and marketing of financial products. The Parent Company is presently assessing the business prospects and environment as a basis in formulating future plans for UBPIBI, UBPSI, UCBC and UDC. Accordingly, such dormant companies are maintained as shell companies. The total assets, liabilities and capital deficiencies of these subsidiaries amounted to P2.3 million, P4.9 million and P2.6 million, respectively, as of December 31, 2009 and P2.0 million, P4.8 million and P2.8 million, respectively, as of December 31, 2008. The Bank’s registered address, which is also its principal place of business, is at UnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road, Ortigas Center, Pasig City. AEVI’s registered address is located at Aboitiz Corporate Center, Gov. Manuel A. Cuenco Avenue, Cebu City. -3- 1.2 Approval of Financial Statements The consolidated financial statements of the Group and the financial statements of the Bank for the year ended December 31, 2009 (including the comparatives for the years ended December 31, 2008 and 2007) were authorized for issue by the Bank’s BOD on March 26, 2010. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies that have been used in the preparation of these financial statements are summarized below. The policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of Preparation of Financial Statements (a) Statement of Compliance with Philippine Financial Reporting Standards The consolidated financial statements of the Group have been prepared in accordance with Philippine Financial Reporting Standards (PFRSs). PFRSs are adopted by the Financial Reporting Standards Council (FRSC) from the pronouncements issued by the International Accounting Standards Board. The financial statements have been prepared using the measurement bases specified by PFRS for each type of resource, liability, income and expense. These financial statements have been prepared on the historical basis, except for the revaluation of certain financial assets and investment properties. The measurement bases are more fully described in the accounting policies that follow. (b) Functional and Presentation Currency These financial statements are presented in Philippine pesos, the Bank’s functional and presentation currency, and all values represent absolute amounts except when otherwise indicated (see also Note 2.18). 2.2 Impact of New Amendments and Interpretations to Existing Standards (a) Effective in 2009 that are Relevant to the Group In 2009, the Group adopted for the first time the following new interpretation and amended standards which are mandatory in 2009. Philippine Accounting Standard (PAS) 1 (Revised 2007) PAS 27 (Revised) : : Presentation of Financial Statements Consolidated and Separate Financial Statements -4- PAS 32 and PAS 1 (Amendments) PFRS 7 (Amendments) PFRS 8 Philippine Interpretation IFRIC 13 Various Standards : : : Financial Instruments: Presentation and Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation Financial Instruments: Disclosures Operating Segments : : Customer Loyalty Programmes 2008 Annual Improvements to PFRS (i) PAS 1 (Revised 2007), Presentation of Financial Statements. The amendment requires an entity to present all items of income and expense recognized in the period in a single statement of comprehensive income or in two statements: a separate statement of income and a statement of comprehensive income. The statement of income shall disclose income and expense recognized in profit and loss in the same way as the current version of PAS 1. The statement of comprehensive income shall disclose profit or loss for the period, plus each component of income and expense recognized outside of profit and loss classified by nature (e.g., gains or losses on available-for-sale assets or translation differences related to foreign operations). Changes in equity (capital funds in the case of the Group) arising from transactions with owners are excluded from the statement of comprehensive income (e.g., dividends and capital increase). An entity would also be required to include in its set of financial statements a statement showing its financial position (or statement of condition) at the beginning of the previous period when the entity retrospectively applies an accounting policy or makes a retrospective restatement. The Group has applied PAS 1 (Revised 2007) in its 2009 consolidated financial statements. The Group elected to present the statement of comprehensive income in two statements: a separate statement of income and a statement of comprehensive income. The Group’s adoption of this amendment also resulted to the revision of the 2008 and 2007 financial statements to be comparative with the 2009 financial statements. (ii) PAS 27 (Revised), Consolidated and Separate Financial Statements. The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the equity is re-measured to fair value, and a gain or loss is recognized in profit or loss. Since there are no non-controlling interests in the subsidiaries within the Group, this revised standard has no impact in the Group’s financial statements. -5- (iii) PAS 32 (Amendment), Financial Instruments: Presentation and PAS 1 (Amendment), Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation. The amendments require certain financial instruments that represent a residual interest in the net assets of an entity, which would otherwise be classified as financial liabilities, to be classified as equity, if both the financial instrument and the capital structure of the issuing entity meet certain conditions. The adoption of these amendments by the Group did not have any significant impact on its 2009 consolidated financial statements. (iv) PFRS 7 (Amendments), Financial Instruments: Disclosures – Improving Disclosures about Financial Instruments. The amendments require additional disclosures for financial instruments that are measured at fair value in the statement of financial position. These fair value measurements are categorized into a three-level fair value hierarchy (see Note 3.2), which reflects the extent to which they are based on observable market data. A separate quantitative maturity analysis must be presented for derivative financial liabilities that shows the remaining contractual maturities, where these are essential for an understanding of the timing of cash flows. All disclosures relating to financial instruments, including all comparative information, have been updated to reflect the new requirements. The Group has taken advantage of the transitional provisions in the amendments and has not provided comparative information with respect to the new requirements. Moreover, as the change in accounting policy only results in additional disclosures, there is no significant impact on the Group’s financial statements. . (v) PFRS 8, Operating Segments. Under this new standard, a reportable operating segment is identified based on the information about the components of the entity that management uses to make decisions about operating matters. In addition, segment assets, liabilities and performance, as well as certain disclosures, are to be measured and presented based on the internal reports prepared for and reviewed by the chief decision makers. The Group identifies operating segments and reports on segment assets, liabilities and performance based on internal management reports, hence, the adoption of this new standard will not have a material impact on the Group’s financial statements. (vi) Philippine Interpretation IFRIC 13, Customer Loyalty Programmes. This new Philippine Interpretation explains how entities that grant loyalty award credits to customers should account for their obligations to provide free or discounted goods or services to customers who redeem their award credits. This interpretation has no significant impact on the Group since the amount involved is not material; hence, no significant changes to disclosures were made in the consolidated financial statements. Currently, the Group’s loyalty points program arising from its credit card transactions are accounted for in accordance with this interpretation. -6- (vii) 2008 Annual Improvements to PFRS. The FRSC has adopted the Improvements to International Financial Reporting Standards 2008 which became effective in the Philippines in annual periods beginning on or after January 1, 2009. Among those improvements, the following are the amendments relevant to the Group: • • PAS 1 (Amendment), Presentation of Financial Statements. The amendment clarifies that financial instruments classified as held for trading in accordance with PAS 39 are not necessarily required to be presented as current assets or current liabilities. Instead, normal classification principles under PAS 1 should be applied. Since the Group does not distinguish current and non-current resources and liabilities for financial statement presentation, the amendment has no impact in the Group’s financial statements. PAS 19 (Amendment), Employee Benefits. The amendment includes the following: . - Clarification that a curtailment is considered to have occurred to the extent that benefit promises are affected by future salary increases and a reduction in the present value of the defined benefit obligation results in negative past service cost. - Change in the definition of return of plan assets to require the deduction of plan administration costs in the calculation of plan assets return only to the extent that such costs have been excluded from measurement of the defined benefit obligation. - Distinction between short-term and long-term employee benefits will be based on whether benefits are due to be settled within or after 12 months of employee service being rendered. - Removal of the reference to recognition in relation to contingent liabilities in order to be consistent with PAS 37, Provisions, Contingent Liabilities and Contingent Assets, which requires contingent liabilities to be disclosed and not recognized. The adoption of this amendment did not impact significantly the Group’s financial statements. • PAS 38 (Amendment), Intangible Assets. The amendment clarifies when to recognize a prepayment asset, including advertising or promotional expenditures. In the case of supply of goods, the entity recognizes such expenditure as an expense when it has a right to access the goods. For services, an expense is recognized on receiving the service. Also, prepayment may only be recognized in the event that payment has been made in advance of obtaining right of access to goods or receipt of services. The Group’s adoption of this amendment did not have material effect on its 2009 consolidated financial statements. -7- • PAS 39 (Amendment), Financial Instruments: Recognition and Measurement. The definition of financial asset or financial liability at fair value through profit or loss as it relates to items that are held for trading was changed. A financial asset or liability that is part of a portfolio of financial instruments managed together with evidence of an actual recent pattern of short-term profit taking is included in such a portfolio on initial recognition. This amendment did not have significant impact on the Group’s financial statements. The first-time application of the above amendments has not resulted in any prior period adjustments of the statement of financial position, comprehensive income or cash flow line items. (b) Effective in 2009 but not Relevant to the Group The following amendments, interpretations and improvements to published standards are mandatory for accounting periods beginning on or after January 1, 2009 but are not relevant to the Group’s operations: PAS 23 (Revised 2007) PFRS 1 (Revised 2008) : : PFRS 2 (Revised 2008) : Philippine Interpretation IFRIC 16 Foreign : Borrowing Costs Amendments to PFRS 1: First-time Adoption of PFRS Amendment to PFRS 2: Share-Based Payment: Vesting Conditions and Cancellations Hedges of a Net Investment in a Operation 2008 Annual Improvements PAS 20 (Amendment) : and Accounting for Government Grants Disclosure of Government Assistance PAS 28 (Amendment) PAS 29 (Amendment) Hyperinflationary : : Investment in Associates Financial Reporting in PAS 31 (Amendment) PAS 41 (Amendment) PFRS 5 (Amendment) : : : Economies Interest in Joint Ventures Agriculture Non-current Assets Held-for-sale and Discontinued Operations (c) Effective Subsequent to 2009 There are new PFRS, revisions, amendments, annual improvements and interpretations to existing standards that are effective for periods subsequent to 2009. Among those, management has initially determined the following, which the Group will apply in accordance with their transitional provisions, to be relevant to its financial statements: PFRS 3 (Revised 2008) PFRS 9 : : Business Combinations Financial Instruments -8- Philippine Interpretation IFRIC 17 : Distribution of Non-cash Assets to Owners Philippine Interpretation IFRIC 15 : Agreements for the Construction of Real Estate 2009 Annual Improvements PAS 1 (Amendment) : PAS 7 (Amendment) : PAS 17 (Amendment) : Presentation of Financial Statements Statement of Cash Flows Leases Below is a discussion of the possible impact of these new accounting standards. (i) PFRS 3 (Revised), Business Combinations (effective from July 1, 2009). The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the statement of income. There is a choice on an acquisition-byacquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The Group will apply PFRS 3 (Revised) prospectively to all business combinations that may be occurring from January 1, 2010. (ii) PFRS 9, Financial Instruments. The FRSC is yet to adopt International Financial Reporting Standard (IFRS) 9, Financial Instruments, as of the financial report date. With IFRS 9, which will become effective for annual periods beginning January 1, 2013, the IASB aims to replace IAS 39 (PAS 39 in the Philippines), Financial Instruments: Recognition and Measurement, in its entirety by the end of 2010. IFRS 9 is the first part of Phase 1 of this project. The main phases are (with a separate project dealing with derecognition): • • • Phase 1: Classification and Measurement Phase 2: Impairment Methodology Phase 3: Hedge Accounting IFRS 9 introduces major simplifications of the classification and measurement provisions under IAS 39. These include reduction from four measurement categories into two categories, i.e. fair value and amortized cost, and from several impairment methods into one method. Management is yet to assess the impact that this amendment is likely to have on the financial statements of the Group. However, the Group does not expect to implement the amendments until all chapters of PAS 39 replacement have been published and the Group can comprehensively assess the impact of all changes. -9- (iii) Philippine Interpretation IFRIC 17, Distribution of Non-cash Assets to Owners (effective from July 1, 2009). IFRIC 17 clarifies that a dividend payable should be recognized when the dividend is appropriately authorized and is no longer at the discretion of the entity. Also, an entity should measure the dividend payable at the fair value of the net assets to be distributed and the difference between the dividend paid and the carrying amount of the net assets distributed in profit or loss. The Group will apply this interpretation starting January 1, 2010. (iv) 2009 Annual Improvements to PFRS. The FRSC has adopted the Improvements to International Financial Reporting Standards 2009. Most of the amendments will become effective in the Philippines in annual periods beginning on or after January 1, 2010. Among those improvements, only the following amendments were identified to be relevant to the Group’s financial statements. • PAS 1 (Amendment), Presentation of Financial Statements. The amendment clarifies the current and non-current classification of a liability that can, at the option of the counterparty, be settled by the issue of the entity’s equity instruments. The Group will apply the amendment in its 2010 financial statements but expects to have no material impact in the Group’s financial statements. • PAS 7 (Amendment), Statement of Cash Flows. PAS 7 amendment states explicitly that only an expenditure that results in a recognized asset can be classified as a cash flow from investing activities. The amendment will not result to material impact in the financial statements since only recognized assets are classified by the Group as cash flow from investing activities. • PAS 17 (Amendment), Leases. The amendment clarifies that when a lease includes both land and building elements, an entity assesses the classification of each element as finance or an operating lease separately in accordance with the general guidance on lease classification set out in paragraphs 7 to 13 of PAS 17. Management has yet to determine the impact of this amendment but expects to have no significant impact in the Group’s financial statements. 2.3 Basis of Consolidated and Separate Financial Statements The Group obtains and exercises control through voting rights. The Group’s financial statements comprise the accounts of the Bank and its subsidiaries, as enumerated in Note 1.1, after the elimination of material intercompany transactions. All intercompany balances and transactions with subsidiaries, including income, expenses and dividends, are eliminated in full. Unrealized profits and losses from intercompany transactions that are recognized in the separate financial statements are also eliminated in full. Intercompany losses that indicate impairment are recognized in the consolidated financial statements. The financial statements of subsidiaries are prepared for the same reporting period as the Bank, using consistent accounting principles. - 10 - Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are commonly exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which the Group obtains control and are de-consolidated from the date the control ceases. Unrealized gains on transactions between the Group and its subsidiaries are eliminated to the extent of the Group’s interest in the subsidiaries. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group. In the Bank’s separate financial statements, the investments in subsidiaries (see Note 14) are carried at cost, less any impairment in value. Subsidiaries are consolidated from the date the Bank obtains control until such time that such control ceases. Acquired subsidiaries are subject to the application of the purchase method for acquisitions. This involves the revaluation at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated statement of financial position at their revalued amounts, which are also used as the bases for subsequent measurement in accordance with the Group accounting policies. Goodwill (positive) represents the excess of the acquisition cost over the fair value of the former International Exchange Bank’s (iBank) identifiable net assets on its merger with the Bank on April 30, 2006 (see Note 2.9). 2.4 Financial Assets Financial assets include cash and financial instruments. The Group classifies its financial assets into the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is reevaluated at every reporting date at which date a choice of classification or accounting treatment is available, subject to compliance with specific provisions of applicable accounting standards. Cash and other cash items comprise of cash and amounts due from other banks. For purposes of reporting cash flows, cash and cash equivalents include cash and other cash items, amounts due from BSP and other banks and interbank loans receivable. Regular purchase and sales of financial assets are recognized on their settlement date. All financial assets that are not classified as at FVTPL are initially recognized at fair value, plus transaction costs. Financial assets carried at FVTPL are initially recognized at fair value and transaction costs are expensed in the statement of income. - 11 - The foregoing categories of financial instruments are more fully described below. (a) Financial Assets at Fair Value through Profit or Loss This category includes derivative financial instruments and financial assets that are either classified as held for trading or are designated by the Group to be carried at fair value through profit or loss upon initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorized as “held-for-trading” unless they are designated as hedges. Subsequent to initial recognition, the financial assets included in this category are measured at fair value with changes in fair value recognized in profit or loss. Financial assets (except derivatives and financial assets originally designated as financial assets at FVTPL) may be subsequently reclassified out of FVTPL category if they are no longer held for the purpose of being sold or repurchased in the near term, effective July 1, 2008: (i) only in rare circumstances and if there is a change in intention (i.e., the financial asset is no longer held for the purpose of selling or repurchasing it in the near future); and (ii) if the financial asset would have met the definition of loans receivables and if the financial asset had not been required to be classified as HFT at initial recognition and the entity has the intention and ability to hold the financial asset for the foreseeable future or until maturity. (b) Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to the debtor with no intention of trading the receivables. Included in this category are those arising from direct loans to customers, interbank loans, sales contract receivables, and all receivables from customers and other banks. Securities Purchased Under Reverse Repurchase Agreements (SPURRA) wherein the Group enters into short-term purchases of securities under reverse repurchase agreements of substantially identical securities with the BSP, are also included in this category. The difference between the sale and repurchase price is recognized as interest and accrued over the life of the agreements using the effective interest method. Loans and receivables are subsequently measured at amortized cost using the effective interest method, less impairment losses. Any change in their fair value is recognized in profit or loss, except for reclassified financial assets under PAS 39 and PFRS 7 (Amendments). Increases in estimates of future cash receipts from financial assets that have been reclassified in accordance with PAS 39 and PFRS 7 (Amendments) shall be recognized as an adjustment to the effective interest rate from the date of the change in estimate. - 12 - Impairment losses is the estimated amount of losses in the Group’s loan portfolio, based on the evaluation of the estimated future cash flows discounted at the loan’s original effective interest rates or the last repricing rate for loans issued at variable rates (see Note 2.19). It is established through an allowance account which is charged to expense. Loans and receivables are written off against the allowance for impairment losses when management believes that the collectibility of the principal is unlikely, subject to BSP regulations. (c) Held-to-maturity Investments These include non-derivative financial assets with fixed or determinable payments and a fixed date of maturity. Investments are classified as held-to maturity if the Group has the positive intention and ability to hold them until maturity. Investments intended to be held for an undefined period are not included in this classification. Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method. In addition, if there is objective evidence that the investment has been impaired, the financial asset is measured at the present value of estimated cash flows (see Note 2.19). Any changes to the carrying amount of the investment due to impairment are recognized in profit or loss. Should the Group sell other than an insignificant amount of held-to-maturity investments, the entire category would be tainted and reclassified as available-for-sale securities. The tainting provision will not apply if the sales or reclassifications of held-to-maturity investments are: (i) so close to maturity or the financial resources’ call date that changes in the market rate of interest would not have a significant effect on its fair value; (ii) occur after the Group has collected substantially all of the financial assets’ original principal through scheduled payments or prepayments; or, (iii) are attributable to an isolated event that is beyond the control of the Group, is non-recurring and could have not been reasonably anticipated by the Group. (d) Available-for-sale Securities This category includes non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. All financial assets within this category are subsequently measured at fair value, unless otherwise disclosed, with changes in value recognized in capital funds, net of any effects arising from income taxes. Gains and losses arising from securities classified as available-for-sale are recognized in the statement of income when they are sold or when the investment is impaired. In the case of impairment, the cumulative loss previously recognized directly in other comprehensive income is transferred to the statement of income (see Note 2.19). If circumstances change, impairment losses on available-for-sale financial assets are not reversed through statement of income. Losses recognized in prior period statement of income resulting from the impairment of debt instruments are reversed through the statement of income, when there is recovery in the amount of previously recognized impairment losses. - 13 - For investments that are actively traded in organized financial markets, fair value is determined by reference to quoted market bid prices at the close of business on the statement of financial position date. For investments where there is no quoted market price, fair value is determined by using valuation techniques. Valuation techniques include using recent arm’s length transactions, reference to the current fair value of another instrument which is substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants. Gains and losses arising from changes in the fair market value of the financial assets at fair value through profit or loss category are included in Trading Gain account in the statement of income in the period in which they arise. Gains and losses arising from changes in the fair value of available-for-sale securities are recognized directly in comprehensive income, until the financial asset is derecognized or impaired at which time the cumulative gain or loss previously recognized in comprehensive income shall be recognized in profit or loss. However, interest calculated using effective interest method is recognized in the statement of income. Dividends on available-for-sale equity instruments are recognized in the statement of income when the entity’s right to receive payment is established. Non-compounding interest and other cash flows resulting from holding financial assets are recognized in profit or loss when earned, regardless of how the related carrying amount of financial assets is measured. Derecognition of financial assets occurs when the rights to receive cash flows from the financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. 2.5 Derivative Financial Instruments The Group is a counterparty to derivatives contracts, such as options, currency forwards and swaps and interest rate swap contracts. These contracts are entered into as a means of reducing or managing the Group’s foreign exchange and interest rate exposures as well as those of its customers. Derivatives are initially recognized at fair value on the date on which the derivative contract is entered into and are subsequently measured at their fair value. Fair values are obtained from quoted market prices in active markets, including recent market transactions. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. The best evidence of the fair value of a derivative at initial recognition is the transaction price (the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument. When such evidence exists, the Group recognizes a gain or loss at initial recognition. - 14 - For more complex instruments, the Group uses proprietary models, which usually are developed from recognized valuation models. Some or all of the inputs into these models may not be market observable, and are derived from market prices or rates or are estimated based on assumptions. When entering into a transaction, the financial instrument is recognized initially at the transaction price, which is the best indicator of fair value, although the value obtained from the valuation model may differ from the transaction price. This initial difference in fair value indicated by valuation techniques is recognized in income depending upon the individual facts and circumstances of each transaction and not later than when the market data becomes observable. The value produced by a model or other valuation technique is adjusted to allow for a number of factors as appropriate, because valuation techniques cannot appropriately reflect all factors market participants take into account when entering into a transaction. Valuation adjustments are recorded to allow for model risks, bidask spreads, liquidity risks, as well as other factors. Management believes that these valuation adjustments are necessary and appropriate to fairly state financial instruments carried at fair value on the statement of financial position. Certain derivatives embedded in other financial instruments, such as the conversion option in a convertible bond and credit default swap in a credit linked note, are considered as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit or loss. These embedded derivatives are bifurcated from the host contracts and are measured at fair value with changes in fair value recognized in the statement of income. Changes in the fair value of derivatives are recognized in profit or loss. 2.6 Non-current Assets Held-for-Sale Non-current assets held-for-sale include real and other properties acquired through repossession or foreclosure that the Group intends to sell within one year from the date of classification as held-for-sale. Non-current assets classified as held-for-sale are measured at the lower of their carrying amounts, immediately prior to their classification as held-for-sale and their fair value less costs to sell. Assets classified as held for sale are not subject to depreciation or amortization. The profit or loss arising from the sale of assets held-for-sale is included in the Other Income account in the statement of income. 2.7 Bank Premises, Furniture, Fixtures and Equipment Bank premises, furniture, fixtures and equipment are carried at acquisition cost less accumulated depreciation and amortization, and any impairment in value. The cost of an asset comprises its purchase price and directly attributable costs of bringing the asset to working condition for its intended use. Expenditures for additions, major improvements and renewals are capitalized; expenditures for repairs and maintenance are charged to expense as incurred. When assets are sold, retired or otherwise disposed of, their cost and related accumulated depreciation and amortization and impairment losses are removed from the accounts and any resulting gain or loss is reflected in income for the period. - 15 - Depreciation is computed on a straight-line basis over the estimated useful lives of the depreciable assets as follows: Buildings Furniture, fixtures and equipment 25 – 50 years 5 – 10 years Leasehold rights and improvements are amortized over the term of the lease or the estimated useful lives of the improvements of five to ten years, whichever is shorter. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see Note 2.20). The residual values and estimated useful lives of bank premises, furniture, fixtures and equipment are reviewed, and adjusted if appropriate, at the end of each reporting period. An item of bank premises, furniture, fixtures and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of income in the period the item is derecognized. 2.8 Investment Properties Investment properties are measured initially at acquisition cost which comprise its purchase price and directly attributable cost incurred. These include parcels of land and buildings and related improvements acquired by the Bank from defaulting borrowers not held for sale in the next 12 months. Subsequently, investment properties are stated at fair value, as determined by independent appraisal companies accredited by the BSP (see Note 16). The carrying amounts recognized in the statement of financial position reflect the prevailing market conditions at the reporting date. Investment properties of the Group under construction or development, if the fair value of these properties cannot be reliably measured, are measured at cost until construction or development is complete. At completion, these properties are measured at fair value. Any gain or loss resulting from either a change in the fair value or the sale of an investment property is immediately recognized in the statement of income as Fair Value Gains from Investment Properties under Other Income account in the statement of income. Investment property is derecognized upon disposal or when permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognized in the statement of income in the year of retirement or disposal. Direct operating expenses related to investment properties, such as repairs and maintenance, and real estate taxes are normally charged against current operations in the period in which these costs are incurred. - 16 - 2.9 Intangible Assets Goodwill represents the excess of the cost of acquisition over the fair value of the Bank’s acquisition of the assets and liabilities of the former iBank. Goodwill is classified as intangible asset with indefinite useful life, and thus, not subject to amortization but would require an annual test for impairment. Goodwill is subsequently carried at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Goodwill sometimes cannot be allocated on a non-arbitrary basis to individual cash-generating units, but only to groups of cash-generating units. As a result, the lowest level within the Parent Company at which goodwill is monitored for internal management purposes sometimes comprises a number of cash-generating units. The Group’s cash-generating unit represents the branches and segments identified as coming from the former iBank. Intangible assets include acquired computer software used in administration which is accounted for under the cost model. The cost of the asset is the amount of cash or cash equivalents paid or the fair value of the other considerations given up to acquire an asset at the time of its acquisition or production. Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and install the specific software. These costs are amortized on the basis of the expected useful lives of five to ten years. Costs associated with maintaining computer software are expensed as incurred. 2.10 Land Trust Investment Land trust investment represented the costs of real properties contributed by the Group under a land trust development agreement with a real estate developer. The properties contributed by the Group under the agreement were reclassified from Other Resources to Investment Properties account, in accordance with the Group’s early adoption of PAS 40 (see Note 16) in 2008. This account was measured previously at the lower of cost and net realizable value under Other Resources and valued at fair value at the date of reclassification to Investment Properties. 2.11 Financial Liabilities Financial liabilities include deposit liabilities, bills payable, notes payable, outstanding acceptances payable, due to other banks, derivative liabilities, interest and other expenses, and other liabilities. Financial liabilities are recognized when the Group becomes a party to the contractual agreements of the instrument. Deposit liabilities are recorded or stated at amounts in which they are to be paid, which approximate fair value. - 17 - Bills payable and notes payable are recognized initially at fair value, which is the issue proceeds (fair value of consideration received), net of direct issue costs. Bills payable and notes payable are subsequently stated at amortized cost; any difference between the proceeds, net of transaction costs and the redemption value is recognized in the statement of income over the period of the borrowings using the effective interest method. Derivative liabilities are recognized initially and subsequently measured at fair value with changes in fair value recognized in the statement of income. Accrued taxes, interests and other expenses and other liabilities are recognized initially at their fair value and subsequently measured at amortized cost less settlement payments. Dividend distributions to shareholders are recognized as financial liabilities when the dividends are approved by the BSP. Financial liabilities are derecognized in the statement of financial position only when the obligations are extinguished either through discharge, cancellation or expiration. 2.12 Offsetting Financial Instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. 2.13 Provisions Provisions are recognized when present obligations will probably lead to an outflow of economic resources and they can be estimated reliably even if the timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events, for example, legal disputes or onerous contracts. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the statement of financial position date, including the risks and uncertainties associated with the present obligation. Any reimbursement expected to be received in the course of settlement of the present obligation is recognized, if virtually certain as a separate asset, at an amount not exceeding the balance of the related provision. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. In addition, long-term provisions are discounted to their present values, where time value of money is material. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resource as a result of present obligations is considered improbable or remote, or the amount to be provided for cannot be measured reliably, no liability is recognized in the financial statements. - 18 - Probable inflows of economic benefits that do not yet meet the recognition criteria of an asset are considered contingent assets, hence, are not recognized in the financial statements. 2.14 Pre-Need Reserves (PNR) and Insurance Premium Reserves (IPR) In the Group’s consolidated financial statements, PNR are recognized for all pre-need benefits guaranteed and payable by FUPI as defined in the pre-need pension plan contracts. PNR for pension plans are determined using the requirements on provisioning of PAS 37, Provisions, Contingent Liabilities and Contingent Assets, and the specific method of computation required by the SEC as described below. The amount recognized as a provision to cover the PNR is the best estimate of the expenditure required to settle the present obligation at the statement of financial position date. The risks and uncertainties that inevitably surround many events and circumstances were taken into account in reaching the best estimate of a provision. PNR is computed based on the following considerations: i. On Currently-Being-Paid Plans • Provision for termination values are computed based on the surrender rate experience. • Provision for the portion of currently-being-paid plans that will reach full payment are computed based on full payment experience. It is equivalent to the present value of future maturity benefits reduced by the present value of future trust fund contributions required per product model discounted at the approved hurdle rate per product model of FUPI. ii. On Lapsed Plans within the Allowable Reinstatement Period • Provision for termination values are computed based on reinstatement experience. iii. On Fully Paid Plans • For plans due for payment within the next five years, the reserve is computed based on the present value of future maturity benefits discounted at the attainable rate, as determined and certified by FUPI’s trustee using industry best practices and principles. • For plans not yet due for payment within the next five years, the reserve is based on the present value of future maturity benefits discounted at the approved hurdle rate per product model. iv. Future events that may affect the foregoing amounts are reflected in the amount of the provision for PNR where there is sufficient objective evidence that they will occur. - 19 - v. The rates of surrender, cancellation, reinstatement, utilization, and inflation, when applied, represent the actual experience of FUPI in the last three years, or the industry, in the absence of a reliable experience. vi. The probability of pre-termination on surrender of fully paid plans, are considered in determining the PNR of fully paid plans. A pre-termination experience on fully paid plans of 5% and below are considered insignificant. In such cases, derecognition of liability shall be recorded at pre-termination date. The computation of the foregoing assumptions is validated by the SEC accredited actuary of FUPI. Any excess in the amount of the trust fund as a result of the revised reserving requirement shall neither be released from the fund nor be credited/set off to future required contributions. 2.15 Capital Funds Common stock is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any premiums received on the issuance of common stock. Any transaction costs associated with the issuance of shares are deducted from additional paid-in capital. Surplus free includes all current and prior period results as disclosed in the statement of income and which are available and not restricted for use by the Group. Surplus reserves pertains to a portion of the Group’s income from trust operations set-up on a yearly basis in compliance with BSP regulations. The surplus set-up is equal to 10% of the net profit accruing from the trust business until the surplus shall amount to 20% of authorized capital stock. The reserve shall not be paid out as dividends, but losses accruing in the course of the trust business may be charged against this account. Net unrealized gains (losses) on available-for-sale securities pertain to cumulative mark-to-market valuation of available-for-sale financial assets. 2.16 Revenue and Cost Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Specific recognition criteria of income and expenses described below must also be met before revenue is recognized. (a) Interest – Interest income and expenses are recognized in the statement of income for all instruments measured at amortized cost using the effective interest method. - 20 - The effective interest method is a method of calculating the amortized cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Once a financial asset or a group of similar financial assets has been written down as a result of impairment, interest income is recognized using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. (b) Service charges, fees and commissions – Service charges, fees and commissions are generally recognized when the service has been provided. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognized as an adjustment to the effective interest rate on the loan. If the commitment expires without draw down by the Bank, the commitment fees are recognized as other income. Loan commitment fees earned as services are provided, are recognized as other income on a time proportion basis over the commitment period. (c) Trading gain (loss) – Trading gain (loss) is recognized when the ownership of the securities is transferred to the buyer (at an amount equal to the excess of the selling price over the carrying amount of securities) and as a result of the mark-to-market valuation of outstanding securities classified as FVTPL at year-end. (d) Profit from assets sold or exchanged – Profit from assets sold or exchanged is recognized when the risk and rewards to the assets is transferred to the buyer or when the collectibility of the entire sales price is reasonably assured. This is included in the Other Income account in the statement of income. (e) Dividends – Dividend income is recognized when the Group’s right to receive payment is established. Dividend income is included as part of Miscellaneous Income (Charges) account in the statement of income. (f) Rental income – Rental income arising from leased properties is accounted for on a straight-line basis over the lease terms on ongoing leases and is recorded in the statement of income as part of Other Income. (g) Commissions earned on credit cards – Commissions earned on credit cards are taken up as income upon receipt from member establishments of charges arising from credit availments by credit cardholders. These commissions are computed based on certain agreed rates and are deducted from amounts remittable to member establishments. Purchases by the credit cardholders, collectible on installment basis, are recorded at the cost of the items purchased plus certain percentage of cost. Income is recognized on every term of installment billed to the cardholders and computed using the effective interest method. - 21 - Cost and expenses are recognized in the statement of income upon utilization of the assets or services or at the date these are incurred. All finance costs are reported on an accrual basis (see Note 20). 2.17 Leases The Group accounts for its leases as follows: (i) Group as Lessee Leases, which do not transfer to the Group substantially all the risks and benefits of ownership of the asset, are classified as operating leases. Operating lease payments are recognized as expense in the statement of income on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred. (ii) Group as Lessor Leases which do not transfer to the lessee substantially all the risks and benefits of ownership of the asset are classified as operating leases. Lease income from operating leases is recognized as income in the statement of income on a straight-line basis over the lease term. The Group determines whether an arrangement is, or contains a lease based on the substance of the arrangement. It makes an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. 2.18 Functional Currency and Foreign Currency Transactions (a) Functional and Presentation Currency Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The financial statements are presented in Philippine peso, which is also the Group’s functional and presentation currency. The financial statements of the foreign currency deposit unit (FCDU) of the Bank which are also expressed in Philippine pesos as its presentation currency, are translated using the prevailing current exchange rates for statement of financial position accounts and average exchange rate during the period for statement of income accounts. (b) Transactions and Balances The accounting records of the Group are maintained in Philippine pesos, except for the FCDU which are maintained in U.S. dollars. Foreign currency transactions during the period are translated into the functional currency at exchange rates which approximate those prevailing on transaction dates. For financial reporting purposes, the monetary assets and liabilities of the Bank’s FCDU are translated to Philippine pesos based on the Philippine Dealing System closing rates (PDSCR) at the end of the year, while statement of income accounts are translated to Philippine pesos using the PDS weighted average rate (PDSWAR) for the year. - 22 - Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at closing exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income. 2.19 Impairment of Financial Assets The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the Group about certain loss events, including, among others: (i) significant financial difficulty of the issuer or debtor; (ii) a breach of contract, such as a default or delinquency in interest or principal payments; (iii) it is probable that the borrower will enter bankruptcy or other financial reorganization; (iv) the disappearance of an active market for that financial asset because of financial difficulties; or, (v) observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group. (a) Assets Carried at Amortized Cost The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Financial assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss on loans and receivable or held-to-maturity investments carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in the statement of income. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. When practicable, the Group may measure impairment on the basis of an instrument’s fair value using an observable market price. - 23 - The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics (i.e., on the basis of the Group’s or BSP’s grading process that considers asset type, industry, geographical location, collateral type, past-due status and other relevant factors). Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets and historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. Estimates of changes in future cash flows for groups of assets should reflect and be consistent with changes in related observable data from period to period. The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Group to reduce any differences between loss estimates and actual loss experience. When a loan is uncollectible and subject to BSP guidelines, it is written off against the related allowance for loan impairment. Such loans are written off after all the necessary procedures including approval from the BOD and the BSP have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written-off decrease the amount of the impairment loss in the statement of income. If in a subsequent period the amount of the impairment loss decrease and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognized in the statement of income. (b) Assets Carried at Fair Value with Changes Recognized in Other Comprehensive Income In the case of investments classified as available-for-sale financial assets, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss – is removed from comprehensive income and recognized in the statement of income. Impairment losses recognized in the statement of income on equity instruments are not reversed through the statement of income. - 24 - If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed through the statement of income. (c) Assets Carried at Cost The Group assesses at the end of each reporting period whether there is objective evidence that any of the unquoted equity securities and derivative assets linked to and required to be settled in such unquoted equity instruments, which are carried at cost, may be impaired. The amount of impairment loss is the difference between the carrying amount of the equity security and the present value of the estimated future cash flows discounted at the current market rate of return of a similar asset. Impairment losses on assets carried at cost cannot be reversed. Where possible, the Group seeks to restructure loans rather than to take possession of collateral. This may involve extending the payment arrangements and the agreement of new loan conditions. Once the terms have been renegotiated, the loan is no longer considered past due. Management continuously reviews restructured loans to ensure that all criteria are met and that future payments are likely to occur. The loans continue to be subject to an individual or collective impairment assessment, calculated using the loans original effective interest rate. The difference between the recorded sale of the original loan and the present value of the restructured cash flows, discounted at the original effective interest rate, is recognized as part of Impairment Losses in the statement of income. 2.20 Impairment of Non-financial Assets The Group’s investments in subsidiaries, intangible assets (consisting of goodwill and computer software and recorded as part of Other Resources), bank premises, furniture, fixtures and equipment, investment properties and non-current assets held-for-sale are subject to impairment testing. Intangible assets with an indefinite useful life or goodwill are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. An impairment loss is recognized for the amount by which the asset or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell and value in use, based on an internal discounted cash flow evaluation. Impairment loss is charged pro rata to the other assets in the cash generating unit. All assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist and the carrying amount of the asset is adjusted to the recoverable amount resulting in the reversal of the impairment loss. - 25 - 2.21 Employee Benefits (a) Retirement Benefit Obligations Retirement benefits are provided to employees through a defined benefit plan, as well as a defined contribution plan. The defined benefit plan is a retirement plan that defines an amount of retirement benefit that an employee will receive on retirement, and is dependent on factors such as age, years of service and salary. The legal obligation for any benefits from this kind of retirement plan remains with the Group, even if plan assets for funding the defined benefit plan have been acquired. Plan assets may include assets specifically designated to a long-term benefit fund. The Group’s defined benefit retirement plan covers all regular full-time employees. The retirement plan is tax-qualified, noncontributory and administered by a trustee. The liability recognized in the statement of financial position for defined benefit retirement plans is the present value of the defined benefit obligation (DBO) at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The DBO is calculated by independent actuaries using the projected unit credit method. The present value of the DBO is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related retirement liability. Actuarial gains and losses are not recognized as an expense unless the total unrecognized gain or loss exceeds 10% of the greater of the obligation and related plan assets. The amount exceeding this 10% corridor is charged or credited to profit or loss over the employees’ expected average remaining working lives. Actuarial gains and losses within the 10% corridor are disclosed separately. Past-service costs are recognized immediately in the statement of income, unless the changes to the retirement plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past service costs are amortized on a straight-line basis over the vesting period. The Group pays fixed mandatory contributions to the Social Security System. The Group has no legal or constructive obligations to pay further contributions after payment of the fixed contribution. The contributions recognized in respect of defined contribution plans are expensed as they fall due. Liabilities and assets may be recognized if underpayment or prepayment has occurred. (b) Separation Benefits Separation benefits are payable when employment is terminated due to resignation or redundancy by the Group before the normal retirement date. The Group recognizes termination benefits when it is demonstrably committed to either: (a) terminating the employment of current employees due to resignation; or (b) providing termination benefits as a result of a redundancy. Any benefits falling due more than 12 months after the end of the reporting period are discounted to present value. - 26 - (c) Profit-Sharing and Bonus Plans The Group recognizes a liability and an expense for bonuses and profit-sharing, based on a formula that takes into consideration the profit attributable to the Group’s shareholders after certain adjustments. The Group recognizes a provision where it is contractually obliged to pay the bonus plans. The Company also recognizes a provision for profit-sharing and bonus plans where there is a past practice that has created a constructive obligation. (d) Compensated Absences Compensated absences are recognized for the number of paid leave days (including holiday entitlement) remaining at the end of the reporting date. They are included in the Accrued Taxes, Interest and Other Expenses account at the undiscounted amount that the Group expects to pay as a result of the unused entitlement. 2.22 Income Taxes Current tax assets or liabilities comprise those claims from, or obligations to, tax authorities relating to the current or prior reporting period, that are unpaid at the end of the reporting date. They are calculated according to the tax rates and tax laws applicable to the periods to which they relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are recognized as a component of tax expense in the statement of income. Deferred tax is provided, using the liability method, on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Under the liability method, with certain exceptions, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the carryforward of unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deferred tax assets can be utilized. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period. Most changes in deferred tax assets or liabilities are recognized as a component of tax expense in profit or loss. Only changes in deferred tax assets or liabilities that relate to items recognized in other comprehensive income or directly in capital funds are recognized in other comprehensive income or directly in capital funds. - 27 - 2.23 Related Parties Parties are considered related when one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. 2.24 Earnings Per Share Basic earnings per share are determined by dividing the net income for the year attributable to common shareholders by the weighted average number of common shares outstanding during the year, after retroactive effect to any stock dividends declared in the current year. Diluted earnings per common share are also computed by dividing net income by the weighted average number of common shares subscribed and issued during the period. However, net income attributable to common shares and the weighted average number of common shares outstanding are adjusted to reflect the effects of any potentially dilutive preferred shares, stock options and warrants. As of December 31, 2009, 2008 and 2007, the Group has no outstanding potentially dilutive securities, hence, the basic earnings per share are equal to diluted earnings per share. 2.25 Trust Activities The Group commonly acts as trustee and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. These assets and the related income arising thereon are excluded from these financial statements, as they are not resources of the Group. 2.26 Segment Reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. The Group’s operations are organized according to the nature of the products and services provided. Financial information on business segments is presented in Note 6. 2.27 Events After the Reporting Period Any post-year-end event that provides additional information about the Group’s position at the statement of financial position date (adjusting event) is reflected in the financial statements. Post-year-end events that are not adjusting events, if any, are disclosed when material to the financial statements. - 28 - 3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES The Group’s financial statements prepared in accordance with PFRS require management to make judgments and estimates that affect amounts reported in the financial statements and related notes. Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may ultimately differ from these estimates and the difference could be significant. 3.1 Critical Management Judgments in Applying Accounting Policies In the process of applying the Group’s accounting policies, management has made the following judgments, apart from those involving estimation, which have the most significant effect on the amounts recognized in the financial statements: (a) Functional and Presentation Currency The Group has determined that its functional and presentation currency is the Philippine peso, which is the currency of the primary environment in which the Group operates. (b) Held-to-maturity Investments The Group follows the guidance of PAS 39, Financial Instruments: Recognition and Measurement, in classifying non-derivative financial assets with fixed or determinable payments and fixed maturity as held-to-maturity. This classification requires significant judgment. In making this judgment, the Group evaluates its intention and ability to hold such investments to maturity. If the Group fails to keep these investments at maturity other than for the allowed specific circumstances – for example, selling a not insignificant amount close to maturity – it will be required to reclassify the entire class to available-for-sale securities. The investments would therefore be measured at fair value and not at amortized cost. (c) Impairment of Available-for-sale Financial Assets The Group follows the guidance of PAS 39, Financial Instruments: Recognition and Measurement, in determining whether an investment is permanently impaired. This determination requires significant judgment. In making this judgment, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost; and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows. In 2009, the Group and Parent Company recognized a total of P188,644 impairment losses on available-for-sale securities in the statement of income (P215,268 in 2008 and nil in 2007). - 29 - (d) Distinction Between Investment Properties and Owner-occupied Properties The Group determines whether a property qualifies as investment property. In making its judgment, the Group considers whether the property generated cash flows largely independently of the other assets held by an entity. Owneroccupied properties generate cash flows that are attributable not only to property but also to other assets used in the production or supply process. Some properties comprise a portion that is held to earn rental or for capital appreciation and another portion that is held for use in the production and supply of goods and services or for administrative purposes. If these portions can be sold separately (or leased out separately under finance lease), the Group accounts for the portions separately. If the portions cannot be sold separately, the property is accounted for as investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes. Judgment is applied in determining whether ancillary services are so significant that a property does not qualify as investment property. The Group considers each property separately in making its judgment. (e) Operating and Finance Leases The Group has entered into various lease agreements as either a lessor or lessee. Critical judgment was exercised by management to distinguish each lease agreement as either an operating or finance lease by looking at the transfer or retention of significant risk and rewards of ownership of the properties covered by the agreements. Failure to make the right judgment will result in either overstatement or understatement of resources and liabilities. Rent expense charged to operations amounted to P320,563 in 2009, P282,148 in 2008 and P270,115 in 2007 in the Group financial statements; and P316,317 in 2009, P278,930 in 2008 and P265,896 in 2007 in the Parent Company’s separate financial statements (see Note 33). Rent income earned by the Group amounted to P97,064 in 2009, P71,629 in 2008 and P66,589 in 2007; and by the Parent Company amounted to P88,509 in 2009, P63,383 in 2008 and P57,877 in 2007 (see Notes 26 and 33). (f) Classification of Acquired Properties and Fair Value Determination of Non-current Assets Held- for-Sale and Investment Properties The Group classifies its acquired properties as Bank Premises, Furniture, Fixtures and Equipment if used in operations, as Non-current Assets Held-for-Sale if the Group expects that the properties will be recovered through sale within one year from the date of classification rather than use, as Investment Properties if the Group intends to hold the properties for capital appreciation or as Financial Assets in accordance with PAS 39. At initial recognition, the Group determines the fair value of acquired properties based on valuations performed by internal and external appraisers. The appraised value is determined based on the current economic and market conditions as well as the physical condition of the property. - 30 - (g) Provisions and Contingencies Judgment is exercised by management to distinguish between provisions and contingencies. Policies on recognition and disclosure of provision and disclosure of contingencies are discussed in Notes 2.13 and 2.14 and relevant disclosures are presented in Note 33. 3.2 Key Sources of Estimation Uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. (a) Impairment Losses on Financial Assets (AFS securities, loans and receivables and held-to-maturity investments) The Group reviews its loan and held-to-maturity investments portfolios to assess impairment at least on an annual basis. In determining whether an impairment loss should be recorded in the statement of income, the Group makes judgments as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from the portfolio before the decrease can be identified with an individual item in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers or issuers in a group, or national or local economic conditions that correlate with defaults on assets in the group. Management uses estimates based on historical loss experience for assets with credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cash flows. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. The Group carries certain financial assets at fair value, which requires the extensive use of accounting estimates and judgment. Significant components of fair value measurement were determined using verifiable objective evidence such as foreign exchange rates, interest rates, volatility rates. However, the amount of changes in fair value would differ if the Group utilized different valuation methods and assumptions. Any change in fair value of these financial assets and liabilities would affect profit and loss and equity. Provisions for impairment losses recognized by the Group and Parent Company on its loans and receivables amounted to P1,784,955 in 2009, P644,184 in 2008 and P378,213 in 2007 while impairment losses on available-for-sale securities amounted to P188,644 in 2009, P215,268 in 2008 and nil in 2007. - 31 - (b) Fair Values of Financial Assets and Liabilities The Group adopted the amendments to PFRS 7, Improving Disclosures about Financial Instruments, effective January 1, 2009. These amendments require the Group to present certain information about financial instruments measured at fair value in the statement of financial position. In the first year of application, comparative information need not be presented for the disclosures required by the amendment. Accordingly, the disclosure for the fair value hierarchy is only presented for December 31, 2009. In accordance with this amendment, financial assets and liabilities measured at fair value in the statement of financial position are categorized in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels: • • • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the resource or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. The financial assets and liabilities measured at fair value in the statement of financial position as of December 31, 2009 are grouped into the fair value hierarchy as follows: Group Notes Resources Financial assets at FVTPL Derivative assets Equity securities Available-for-sale securities Government bonds Other debt securities Fixed rate treasury notes Private bonds and commercial papers Equity securities Liabilities Derivatives with negative fair values December 31, 2009 Level 2 Level 3 Level 1 Total 10 P 642 P 827,563 - P - P 827,563 642 642 827,563 - 828,205 9,480,241 550,187 - 10,030,428 - 16,657,574 11 10 16,657,574 - 2,255,987 241,150 - 28,634,952 550,187 P28,635,594 P 1,377,750 P P P P - 453,785 897,581 - 3,153,568 241,150 897,581 30,082,720 897,581 P 30,910,925 - P 453,785 - 32 - Parent Notes Resources Financial assets at FVTPL Derivative assets December 31, 2009 Level 2 Level 3 Level 1 Total 10 P Available-for-sale securities Government bonds Other debt securities Fixed rate treasury notes Private bonds and commercial papers Equity securities P - 827,563 P - P 827,563 11 9,480,241 Liabilities Derivatives with negative fair values 10 550,187 16,657,574 - 2,255,987 197,714 - 28,591,516 550,187 P 28,591,516 P 1,377,750 P P P P - 453,785 - 10,030,428 - 16,657,574 897,581 - 3,153,568 197,714 897,581 30,039,284 897,581 P 30,866,847 - P 453,785 There were no transfers between levels of hierarchy in 2009. Also, there were no gains or losses recognized in profit or loss for Level 3 instruments. The following table summarizes the carrying amounts and fair values of those financial resources and liabilities not presented in the statement of financial position at their fair values: 2009 Group Fair Value Cost Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable Available-for-sale securities HTM investments Loans and receivables Financial Liabilities Deposit liabilities Bills payable Notes payable Manager’s checks Accrued interest payable Domestic bills purchased – contra Due to Treasurer of the Philippines Accounts payable Payment orders payable Due to BSP P 4,023,958 20,850,017 2,730,786 30,475,794 2,877,013 24,896,602 100,787,008 P 4,023,958 20,850,017 2,730,786 30,475,794 2,877,013 25,946,253 100,662,978 Cost P Parent Fair Value 4,023,950 20,850,017 2,730,646 30,475,794 2,877,013 24,896,602 100,727,145 P 4,023,950 20,850,017 2,730,646 30,475,794 2,877,013 25,946,253 100,603,115 194,508,377 1,055,337 5,037,100 2,794,295 364,939 194,508,377 1,055,337 5,133,773 2,794,295 364,939 195,249,109 1,054,837 5,037,100 2,794,295 364,840 195,249,109 1,054,837 5,133,773 2,794,295 364,840 3,779,570 3,779,570 3,779,570 3,779,570 2,018,754 821,704 249,928 23,272 2,018,754 821,704 249,928 23,272 2,018,754 813,242 249,928 23,272 2,018,754 813,242 249,928 23,272 - 33 2008 Group Cost Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable HTM investments Loans and receivables Financial Liabilities Deposit liabilities Bills payable Notes payable Manager’s checks Accrued interest payable Domestic bills purchased – contra Due to Treasurer of the Philippines Accounts payable Payment orders payable Due to BSP P 3,881,824 22,237,389 5,237,025 3,849,985 22,312,600 90,725,554 Parent Fair Value P 3,881,824 22,237,389 5,237,025 3,849,985 21,023,371 90,633,731 Cost P 3,881,808 22,237,389 5,236,948 3,849,985 22,312,600 90,673,315 Fair Value P 3,881,808 22,237,389 5,236,948 3,849,985 21,023,371 90,581,218 161,421,031 2,156,437 1,287,100 2,687,612 395,176 161,421,031 2,156,437 1,364,032 2,687,612 395,176 161,969,683 2,155,937 1,287,100 2,687,612 395,077 161,969,683 2,155,937 1,364,032 2,687,612 395,077 3,142,492 3,142,492 3,142,492 3,142,492 1,897,853 1,363,521 107,357 72,065 1,897,853 1,363,521 107,357 72,065 1,897,853 1,367,215 107,357 72,065 1,897,853 1,367,215 107,357 72,065 (i) Due from other banks and BSP Due from BSP pertains to deposits made by the Group to BSP for clearing and reserve requirements. Due from other banks include interbank placements and items in the course of collection. The fair value of floating rate placements and overnight deposits is their carrying amount. The estimated fair value of fixed interest-bearing deposits is based on discounted cash flows using prevailing money-market interest rates for debts with similar credit risk and remaining maturity, which for short term deposits approximates the nominal value. (ii) Available-for-sale securities The fair value of available-for-sale securities is determined by direct reference to published price quoted in an active market for traded securities. On the other hand, unquoted available-for-sale securities are carried at cost because the fair value cannot be reliably determined either by reference to similar financial instruments or through valuation technique. (iii) Held-to-maturity investments Fair value for held-to-maturity assets is based on market prices. Where this information is not available, fair value has been estimated using quoted market prices for securities with similar credit, maturity and yield characteristics or through valuation techniques using discounted cash flow analysis. - 34 - (iv) Loans and other receivables Loans and other receivables are net of provisions for impairment. The estimated fair value of loans and receivables represents the discounted amount of estimated future cash flows expected to be received. Expected cash flows are discounted at current market rates to determine fair value. (v) Deposits and borrowings The estimated fair value of demand deposits with no stated maturity, which includes non-interest-bearing deposits, is the amount repayable on demand. The estimated fair value of long-term fixed interest-bearing deposits and other borrowings without quoted market price is based on discounted cash flows using interest rates for new debts with similar remaining maturity. (c) Fair Value of Derivatives The fair values of derivative financial instruments that are not quoted in an active market are determined through valuation techniques using the net present value computation. Valuation techniques are used to determine fair values which are validated and periodically reviewed. To the extent practicable, models use observable data, however, areas such as credit risk (both own and counterparty), volatilities and correlations require management to make estimates. Changes in assumptions could affect reported fair value of financial instruments. The Group uses judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. (d) Useful Lives of Bank Premises, Furniture, Fixtures and Equipment The Group estimates the useful lives of bank premises, furniture, fixtures and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of bank premises, furniture, fixtures and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets. In addition, estimation of the useful lives of bank premises, furniture, fixtures and equipment is based on collective assessment of industry practice, internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in estimates brought about by changes in factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of bank premises, furniture, fixtures and equipment would increase recorded operating expenses and decrease bank premises, furniture, fixtures and equipment. - 35 - Bank premises, furniture, fixtures and equipment net of accumulated depreciation and amortization amounted to P2,866,160 and P3,019,278 as of December 31, 2009 and 2008, respectively, in the Group financial statements; and P2,864,678 and P3,018,104 as of December 31, 2009 and 2008, respectively, in the Parent Company financial statements (see Note 15). (e) Fair Value of Investment Properties The fair value of investment properties is determined based on valuations performed by independent appraisal companies accredited by the BSP at the end of each reporting period. Any gain or loss from change in fair value of investment properties is included in the statement of income in the year when the valuation was performed. Net fair value losses on investment properties amounted to P169.7 million in 2009, while fair value gains amounted to P2.9 billion in 2008 and P77.1 million in 2007 in the consolidated and Parent Company financial statements (see Note 26). (f) Realizable Amount of Deferred Tax Assets The Group reviews its deferred tax assets at each reporting date and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Net deferred tax assets amounted to P2,173,069 and P1,612,986 as of December 31, 2009 and 2008, respectively, in the Group financial statements; and P2,173,113 and P1,613,128 as of December 31, 2009 and 2008, respectively, in the Parent Company financial statements (see Note 28). Starting 2009, the Group has stopped recognizing any deferred tax assets on net operating loss carryover (NOLCO) and minimum corporate income tax (MCIT) since management believes that the deferred tax assets on these differences may not be fully utilized in the future. (g) Impairment of Non-financial Assets Except for intangible assets with indefinite useful lives, PFRS requires that an impairment review be performed when certain impairment indicators are present. The Group’s policy on estimating the impairment of non-financial assets is discussed in detail in Note 2.20. Though management believes that the assumptions used in the estimation of fair values reflected in the financial statements are appropriate and reasonable, significant changes in these assumptions may materially affect the assessment of recoverable values and any resulting impairment loss could have a material adverse effect on the results of operations. No impairment losses on non-financial assets were recognized by the Group and the Parent Company in 2009, 2008 and 2007. - 36 - (h) Retirement and Other Benefits The determination of the Group’s obligation and cost of pension and other retirement benefits is dependent on the selection of certain assumptions used by actuaries in calculating such amounts. Those assumptions are described in Note 27.2 and include, among others, discount rates, expected return on plan assets and expected rate of salary increase. In accordance with PFRS, actual results that differ from the assumptions, subject to the 10% corridor test, are accumulated and amortized over future periods and therefore, generally affect the recognized expense and recorded obligation in such future periods. While the Parent Company believes that the assumptions were reasonable and appropriate, significant differences between actual experiences and assumptions may materially affect the cost of employee benefits and related obligations. The historical rate of return on plan assets was based on the average historical premium of fund assets. The assumed discount rates were determined using the market yields on Philippine government bonds with terms consistent with the expected benefit payout as of the end of each reporting period. As of December 31, 2009 and 2008, the total present value of the retirement obligation of the Parent Company amounted to P1.4 billion and P1.1 billion, respectively (see Note 27.2). The retirement benefit asset amounted to P60,165 and P68,687, respectively, in the 2009 and 2008 Group financial statements. The unrecognized actuarial losses amounted to P547,142 and P571,267, respectively, in the 2009 and 2008 Group financial statements. The retirement benefit asset amounted to P58,215 and P66,340, respectively, in the 2009 and 2008 Parent Company financial statements. The unrecognized actuarial losses amounted to P547,150 and P570,233, respectively, in the 2009 and 2008 Parent Company financial statements (see Note 27.2). The Group also estimates other employee benefit obligations and expenses, including the cost of paid leaves based on historical leave availments of employees, subject to Parent Company policies. These estimates may vary depending on future changes in salaries and actual experiences during the year. 4. RISK MANAGEMENT OBJECTIVES AND POLICIES The Group is exposed to a range of potential risks arising from its business activities. It enters into financial instruments contracts, which consist of financial assets at fair value through profit or loss, available-for-sale securities, held-to-maturity investments, loans and receivables, interbank loans receivable, and financial liabilities such as deposits, bills and acceptances payable and notes payable to finance the Group’s operations. The Group also enters into derivative transactions such as interest rate swaps and forward currency contracts to manage the interest rate and currency risks arising from its operations. - 37 - The Group’s goal in risk management is to ensure that it identifies, understands, measures and monitors the various risks that arise from its business activities, such as credit risk, market risk, interest rate risk, operational risk, liquidity risk, strategic/business risk, reputation risk and compliance risk. 4.1 Risk Management Structure The BOD is primarily responsible for approving the risk parameters, credit policies and the overall risk capacity of the Parent Company. Board committees have been established by the BOD to oversee the increasingly varied risk management activities of the Parent Company with the active participation of senior management. (a) The Executive Committee (“EXCOM”), composed of seven members of the BOD, exercises certain functions as delegated by the BOD including, among others, the approval of credit proposals, asset recovery and real and other properties acquired (“ROPA”) sales within its delegated limits. (b) The Risk Management Committee (“RMC”), composed of seven members of the BOD, is responsible for the development and oversight of the Parent Company’s risk management program. It assists the BOD in overseeing all matters relating to risk management including providing a comprehensive and bank-wide oversight of all risks and the management of such risks, formulating and reviewing all of the Parent Company’s material risk policies, strategies and procedures. Among its specific duties are to identify and evaluate exposures, develop risk management strategies, implement risk management plans and review such plans as necessary. It also provides oversight, direction, and guidance to the other committees including the Market Risk Committee (“MRC”) and the Operations Risk Management Committee (“ORMC”). (c) The MRC, composed of the Chairman of the BOD, the President and three other members of the BOD, sets policies and standards for market risk identification, analysis and management. The MRC also monitors the sensitivity of the Group’s financial condition to the effects of market volatility and adverse price changes on the Group’s portfolio of financial instrument and oversees the Group’s liquidity position through the Asset and Liability Committee (“ALCO”). (d) The ORMC, composed of three members of the BOD and two members from Senior Management, reviews various operations risk policies and practices. (e) Audit Committee The Audit Committee is a committee of the BOD that plays a key role in corporate governance. It is composed of five members, most with accounting, auditing, or related financial management expertise or experience. The Audit Committee believes that the skills, qualifications, and experience of its members are appropriate for them to perform their duties as laid down by the Board. Two of these five members are independent directors, including the Chairman. - 38 - The Audit Committee serves as principal agent of the BOD in ensuring independence of the Bank’s external auditors and the internal audit function, the integrity of management, and the adequacy of disclosures and reporting to stockholders. It also oversees the Bank’s financial reporting process on behalf of the BOD. It assists the BOD in fulfilling its fiduciary responsibilities as to accounting policies, reporting practices and the sufficiency of auditing relative thereto, and regulatory compliance. To effectively perform these functions, the Audit Committee has a good understanding of the Parent Company’s business including the following: Parent Company’s structure, business, controls, and the types of transactions or other financial reporting matters applicable to the Parent Company. The Audit Committee also has a good understanding of the Parent Company’s internal controls to determine whether these controls are adequate, functioning as designed, and operating effectively. It also considers the potential effects of emerging business risks and their impact on the Parent Company’s financial position and results of operations. Among the responsibilities of the Audit Committee are: (i) Oversight of the financial reporting process. The Audit Committee ensures that the Parent Company has a high-quality reporting process that provides transparent, consistent and comparable financial statements. In this regard, the Audit Committee works closely with management especially the Office of the Controller, the Internal Audit Division (“IAD”), as well as the external auditors, to effectively monitor the financial reporting process and the existence of significant financial reporting issues and concerns. (ii) Oversight of the audit process. The Audit Committee is knowledgeable on the audit function and the audit process. The Audit Committee maintains supportive, trusting and inquisitive relationships with both internal and external auditors to enhance its effectiveness. (iii) Oversight of the risk management process. This function involves receiving from senior management periodic information on risk exposure and risk management activities, such as those relating to operation, legal and other risks facing the Parent Company. In the performance of these functions, the Audit Committee is supported by the IAD. The IAD Head derives authority from and is directly accountable to the Audit Committee. However, administratively, the IAD Head reports to the President of the Bank. The IAD is entirely independent from all the other organizational units of the Bank, as well as from the personnel and work that are to be audited. It operates only under the direct control of the Audit Committee and is given an appropriate standing within the Bank to be free from bias and interference. The IAD is free to report its findings and appraisals internally at its own initiative to the Audit Committee. - 39 - The IAD is authorized by the Audit Committee to have unrestricted access to all functions, records, property, and personnel of the Bank subject to existing mandate and applicable laws. This includes the authority to allocate resources, set frequencies, select subjects, determine scope of work, and apply the techniques required to accomplish the audit engagement objectives. The IAD is also authorized to obtain the necessary assistance from personnel within the Bank units where they perform audits, as well as other specialized services within or outside the Bank. At least once a month, the Audit Committee, headed by an independent board member, meets to discuss the results of the assurance and consulting engagements and case investigations by IAD. The results of these meetings are regularly reported by the Audit Committee Chairman to the BOD in its monthly meetings. (f) Corporate Governance Committee The Corporate Governance Committee (“CGC”) is primarily responsible for helping the BOD fulfill its corporate governance responsibilities. It advocates and assists the BOD in adopting and implementing sound principles and practices of good corporate governance. The CGC recommends corporate governance policies to the BOD based on the regulations of the BSP, Securities and Exchange Commission, and the PSE. It serves as the primary resource for the BOD to study and evaluate the BOD’s and its Committees’ structure, policies and practices with the objective of raising the bar for the Bank’s corporate governance. CGC’s specific duties include, among others, making recommendations to the BOD regarding continuing education of directors and overseeing the periodic performance evaluation of the BOD, its Committees and senior management. The CGC consists of seven members of the Board, two of whom are independent Directors, and a Director belonging to the Bank’s senior management. It has two sub-committees, namely, the Nominations SubCommittee and the Compensation and Remuneration Sub-Committee. The Nominations Sub-Committee is comprised of six voting members of the Board of Directors, one of whom is an independent Director. The Nominations Committee is responsible for reviewing the qualifications of and screening candidates for the BOD, key officers of the Bank and nominees for Independent Directors. The Compensation and Remuneration Sub-Committee is composed of five members of the BOD and is responsible for overseeing the Bank’s employee compensation and benefits program. The Compensation and Remuneration Committee meets at least once every six months. - 40 - The Parent Company’s Risk Management Group (“RMG”) is responsible for identifying, assessing, monitoring and managing the credit risk, market risk, liquidity risk and operational risk of the Group in accordance with well-defined policies and procedures, and, in coordination with the respective business units, is also responsible for risk policy development, risk analysis, implementation of risk methodologies and risk reporting to senior management and the various committees of the Parent Company. The RMG’s portfolio management function involves the review of the Parent Company’s loan portfolio, including the portfolio risks associated with particular industry sectors, regions, loan size and maturity, and the development of a strategy for the Parent Company to achieve its desired portfolio mix and risk profile. 4.2 Credit Risk Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to honor its financial or contractual obligation to the Parent Company. The risk may arise from lending, trade finance, treasury, investments, derivatives and other activities undertaken by the Parent Company. Credit risk is managed through strategies, policies and limits that are approved by the BOD. Further, the Parent Company has a well-structured and standardized credit approval process and credit scoring system for each of its business and/or product segment. The RMG undertakes several functions with respect to credit risk management. The RMG independently performs credit analysis and review for both retail and corporate financial products to ensure consistency in the Parent Company’s risk assessment process. It also ensures that the Parent Company’s credit policies and procedures are adequate and are constantly updated to meet the changing demands of the business. The RMG is also responsible for developing procedures to streamline and expedite the processing of credit applications. The RMG reviews the Parent Company’s loan portfolio quality in line with the Parent Company’s policy of not having significant concentrations of exposure to specific industries or groups of borrowers. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features. Concentrations indicate the relative sensitivity of the Parent Company’s performance to developments affecting a particular industry or geographical location. In order to avoid excessive concentrations of risk, the Parent Company’s policies and procedures include guidelines for maintaining a diversified portfolio (e.g. concentration limit). Identified concentrations of credit risks are controlled and managed accordingly. RMG also monitors compliance to the BSP’s limit on exposure to any single person or group of connected persons to an amount not exceeding 25% of the Parent Company’s adjusted capital accounts. - 41 - 4.2.1 Corporate Loans Corporate lending activities are undertaken by the Bank’s Corporate Banking Center. The customer accounts under this group belong to the top tier corporations, conglomerates and large multinational companies. The Bank undertakes a comprehensive procedure for the credit evaluation and risk assessment of large corporate borrowers based on its Internal Credit Risk Rating System. The rating system assesses risks on a three-dimensional level: Borrower Risk, Facility Risk and Security Risk. It also has established concentration limits depending on the Borrower Risk Rating and overall credit quality. Borrower risk is evaluated by considering (i) quantitative factors, such as profitability, liquidity, capital adequacy and sales growth; (ii) qualitative factors, such as management skills and management integrity; and (iii) industry risk. Industry risk is assessed by considering certain industry characteristics, such as its importance to the economy, growth outlook, cyclicality, industry structure and relevant government policies. Based on foregoing factors, each borrower is assigned a Borrower Risk Rating (“BRR”), a 10-scale scoring system that ranges from AAA to D, with AAA to A as High Grade, BBB to B as Standard Grade and CCC and lower as Sub-standard grade. Borrowers with high grade BRRs are considered to have very strong credits where the Parent Company may be comfortable giving clean short-term facilities. Borrowers with standard BRRs are similarly acceptable credits but may require collateral to mitigate the credit risk. On the other hand, borrowers with substandard BRRs are deemed high risk requiring very strong collateral to be an acceptable credit risk. Below is a summary as of December 31, 2009 and 2008 of the Bank’s corporate loans (gross of the related allowance for impairment) with their respective credit scores: Amount Credit Score High grade AAA AA A Standard grade Substandard grade BBB BB B CCC and below Description Highest quality High quality Satisfactory quality Average Marginal Low Non-rated Others Substandard 2009 P 2,666,667 2008 P 317,600 740,000 8,876,443 8,123,177 7,729,021 4,711,345 1,218,360 339,008 - 11,031,979 1,270,418 1,421,941 226,517 1,980 135,346 171,030 P 25,676,190 P 23,304,642 - 42 - The description of each credit score is explained further as follows: Highest Quality - These borrowers have a high degree of stability, substance and diversity. They are expected to remain of high quality in virtually all economic conditions and have access to substantial amount of funds through the public markets at any time. High Quality - These borrowers have a comfortable degree of stability, substance and diversity. They have access to substantial amount of funds through the public market under normal conditions. These are normally the quality multinationals or local corporations which are well capitalized. Satisfactory Quality - These borrowers have strong cash flows and acceptable degree of stability and substance under normal market conditions. However, they may be susceptible to cyclical changes or concentrations of business risk may be present. Average - These borrowers have adequate cash flows to meet its commitments and can withstand normal business cycles. However, any prolonged unfavorable economic period would create deterioration beyond acceptable levels as clear risk elements exist reflecting volatility of earnings and performance. Marginal - These borrowers have adequate cash flows to meet its commitments but faces on-going uncertainties and exposure to adverse business, financial or economic conditions. Low - Although these borrowers currently have adequate cash flows to meet their commitments, their performance have already been weakened and any continuation of adverse business, financial or economic conditions or further downturns are already expected to impair their capacity or willingness to meet their financial commitments. Substandard - These borrowers represent inadequacy of cash flows and a real risk to non-payment of principal. The probability of default increases as we go down from a credit score of CCC and lower. In addition to the BRR, the Bank assigns a loan exposure rating (“LER”), a 100point system which comprises a Facility Tenor Rating (“FTR”) and a Security Risk Rating (“SRR”). The FTR measures the maturity risk based on the length of loan exposure, while the SRR measures the quality of the collateral and risk of its potential deterioration over the term of the loan. The FTR and the SRR, each a 100-point scoring system, are given equal weight in determining the LER. Once the BRR and the LER have been determined, the credit limit to a borrower is determined under the Risk Asset Acceptance Criteria (“RAAC”) which is a range of acceptable combinations of the BRR and the LER. For example, under the RAAC, a borrower with a high BRR will have a broader range of acceptable LERs. The credit rating for each borrower is reviewed annually or earlier if the borrower has a higher risk profile or when there are extraordinary or adverse developments affecting the borrower, the industry and/or the Philippine economy. The industry risk evaluation is performed by an independent research unit, a non-lending unit, to ensure objectivity in the credit scoring system. Any major change in the credit scoring system, the RAAC range and/or the risk-adjusted pricing system is presented and approved by the RMC. - 43 - 4.2.2 Commercial Loans The Parent Company’s commercial banking activities are undertaken by its Commercial Banking Center (ComBank). These comprise of the granting of banking products and services to customers from entities that are predominantly belonging to the small and medium scale enterprises (“SMEs”). The products and services provided to commercial banking customers include similar products and services provided to large corporate customers, as well as trade finance-related products and services. ComBank uses a separate 10-scale credit scoring system for commercial accounts. ComBank’s rating system consists of the following: an Obligor Risk Rating (“ORR”), a Facility Risk Adjustment (“FRA”), a Final Risk Rating (“FRR”) and an Estimated Cash Risk Position taking into account security items. The ORR is an assessment of the creditworthiness of the borrower (or guarantor) without considering the type or amount of the facility, or its security arrangements. It is an indicator of the probability that a borrower cannot meet its credit obligations in the foreseen manner. In determining the ORR, the focus lies on the outlook of the borrower. Although the borrower’s financial condition is evaluated on the basis of the historical financial statements, this is primarily to determine any trend in the company’s financial position going forward, and how it will impact the company’s future solvency or debt-service capabilities. Based on above factors, each borrower is assigned an ORR that ranges from 1 to 10, with 1 to 3 as High Grade, 4 to 6 as Standard Grade and 7 and lower as Substandard Grade. Borrowers with high grade ORRs are usually granted clean short-term loan facilities. Borrowers with standard ORRs may be required by the Bank to give collateral to enhance their credit rating. On the other hand, borrowers with substandard ORRs are deemed more than high risk, thus, may be required by the Bank to pledge very satisfactory collateral. Below is a summary as of December 31, 2009 and 2008 of the Bank’s commercial loans (gross of related allowance for impairment) with their respective credit scores: Amount High grade Credit Score Description 1 Substantially risk free Minimal risk Moderate risk 2 3 Standard grade 4 5 6 7 Substandard grade Below 7 Average risk Above average risk High risk Non-rated Past due and C rated 2009 P 58,244 3,256,639 4,587,067 2008 P 5,000 1,674,292 7,152,395 4,225,601 2,783,512 2,361,673 381,341 329,473 2,564,474 949,872 1,649,790 457,085 P 15,657,123 360,745 P 17,140,080 - 44 - Substantially Risk Free - These borrowers have high degree of stability, substance and diversity. They are expected to remain of high quality in virtually all economic conditions and have access to substantial amount of funds through the public markets at any time. Minimal Risk - These borrowers have strong market and financial position with history of successful performance. The overall debt service capacity as measured by cash flow to total debt service, as well as their ability to meet their financial commitments, is very strong. Modest Risk - These borrowers have strong cash flows and acceptable degree of stability and substance under normal market conditions. However, they may be susceptible to cyclical changes or concentrations of business risk may be present. Average Risk - These borrowers have adequate cash flows to meet its commitments and can withstand normal business cycles. However, any prolonged unfavorable economic period would create deterioration beyond acceptable levels as clear risk elements exists reflecting volatility of earnings and performance. Above Average Risk - These borrowers have adequate cash flows to meet its commitments but faces on-going uncertainties and exposure to adverse business, financial or economic conditions. High Risk - Although these borrowers currently have adequate cash flows to meet their commitments, their performance have already been weakened and any continuation of adverse business, financial or economic conditions or further downturns are already expected to impair their capacity or willingness to meet their financial commitments. Substandard - These borrowers represent inadequacy of cash flows and real risk of non-payment of principal. The probability of default increases as credit rating goes down from 7. Basically independent from influence by any transactional factors, the ORR is combined with the FRA to allow a more precise depiction of risk. The FRA takes into account the conduct or handling of the borrower’s loan and depository accounts. The combination of the ORR and the FRA results in the Adjusted Obligor Risk Rating (“AORR”). After rating the account, the Account Officer submits a recommended FRR based on the AORR and all other perceived relevant factors which may or may not have been considered in the credit scoring system. The above description of Combank’s credit score will then apply to the recommended FRR. 4.2.3 Retail Financial Products The consumer loan portfolio of the Bank is composed of three main product groups, namely: credit cards, auto and residential mortgage loans. Each of these product groups has their own risk guidelines and risk assessment system. Although each loan application is examined through an individual credit evaluation process (combined manual and automated process), the consumer loans are managed on a single portfolio basis with respect to defaults as well as accept, reject and review standards. - 45 - For the Bank’s credit card business, the main risk assessment tool is the applications scoring model which has been revised and fine-tuned through the years using the Bank’s own credit experience in the credit card business. The current applications scoring model uses nine variables which have been identified as likely predictors of credit behavior of credit card applicants. The Bank has categorized the scorecard into three levels: Outright Accept, Review Band and Outright Reject. The Outright Accept category refers to applicants that are within the risk profile acceptable to the Bank and their applications are automatically approved, provided that all information in the application are verified to be accurate based on a validation system presently in place. The Outright Reject category refers to applicants that are below the minimum risk profile acceptable to the Parent Company and their applications are automatically rejected. Applications that fall within the Review Band are borderline cases which are routed for approval by a risk officer, who has the authority to individually accept or reject such applications based on the predetermined review parameters. The Parent Company utilizes statistical modeling in updating its application score cards. An analysis of the maximum exposure to credit risk without taking into account any collateral held or other credit enhancements is shown below: Group Parent 2009 2008 2009 2008 P 20,850,017 2,730,786 30,475,794 P 22,237,389 5,237,025 3,849,985 P 20,850,017 2,730,646 30,475,794 P 22,237,389 5,236,948 3,849,985 54,056,597 31,324,399 54,056,457 31,324,322 Financial assets at FVTPL Derivative assets 827,563 580,512 827,563 580,512 AFS securities Fixed rate treasury notes Government bonds Private debt securities 16,657,574 10,030,428 2,749,657 10,660,427 14,511,842 1,987,638 16,657,574 10,030,428 2,749,657 10,660,427 14,511,842 1,987,638 29,437,659 27,159,907 29,437,659 27,159,907 22,873,487 2,023,115 20,374,292 1,938,308 22,873,487 2,023,115 20,374,292 1,938,308 24,896,602 22,312,600 24,896,602 22,312,600 P 109,218,421 P 81,377,418 P 109,218,281 P 81,377,341 Credit risk exposures on on-balance sheet items: Due from BSP Due from other banks Interbank loans receivable HTM investments Government bonds Fixed rate treasury notes Subtotal (carried forward) - 46 Group Subtotal (brought forward) Loans and receivables Receivables from customers Corporate Commercial Consumer Bills purchased Accrued interest receivable Others Securities purchased under reverse repurchase agreement (SPURRA) Unquoted debt securities classified as loans Sales contract receivables Accounts receivable Installment contracts receivable Credit risk exposures on off-balance sheet items: Financial guarantees (see Note 33.2) Loan commitments and other credit-related liabilities Parent 2009 2008 2009 2008 P 109,218,421 P 81,377,418 P 109,218,281 P 81,377,341 24,875,761 16,841,881 13,677,431 3,830,417 2,231,979 667,552 22,950,207 16,967,821 13,592,889 3,344,755 2,359,976 559,826 24,875,761 16,841,881 13,677,431 3,830,417 2,231,979 667,552 22,950,207 16,967,821 13,592,889 3,344,755 2,359,976 559,826 29,540,000 17,330,000 29,540,000 17,330,000 7,409,555 1,152,885 543,687 11,591,042 1,242,049 776,668 7,409,555 1,152,885 499,684 11,591,042 1,242,049 734,750 15,860 10,321 100,787,008 90,725,554 100,727,145 90,673,315 210,005,429 172,102,972 209,945,426 172,050,656 2,825,925 2,658,597 2,825,925 2,658,597 731,921,060 535,471,000 731,921,060 535,471,000 734,746,985 538,129,597 734,746,985 538,129,597 P 944,752,414 P 710,232,569 P 944,692,411 P 710,180,253 - - - 47 - 4.2.4 Concentration of Credit Risk An analysis of concentrations of credit risk for loans and other receivables and investment securities (grossed up for any allowance for impairment losses and unearned discounts) of the Group and the Parent Company by industry and by geographic location as of December 31, 2009 and 2008 is shown below: Group 2009 Loans and Other Receivables % Amount Concentration by industry Manufacturing Real estate, renting and other related activities Financial intermediation Community, social and personal activities Wholesale and retail trade Transportation, storage and communication Electricity, gas and water Private households Hotel and restaurants Others P Investment Securities 7,267,585 6.67 14,404,048 45,463,534 13.22 41.73* 6,893,364 6,473,319 6.33 5.94 14,561,643 9,471,366 1,314,977 362,635 2,722,455 P 108,934,926 P Total 109,537 121,638 49,780,490 - P 7,377,122 14,525,686 95,244,024 5 6,893,364 6,473,324 13.37 8.69 1.21 0.33 2.50 85,900 2,360,673 3,384,692 14,647,543 11,832,039 1,314,977 362,635 6,107,147 100.00 P 55,842,935 P 164,777,861 * UDSCL is a separate statement of financial position line item and does not form part of Loans and Receivables account for BSP reporting purposes. As such, concentration of credit risk related to the financial intermediation sector is reduced to 37.48%. Current BSP regulations, however, limit the concentration to an industry to 30%. Concentration to financial intermediation industry as of December 31, 2009 of P45,463,534 includes reverse repurchase agreements with the BSP of P29,540,000, pertaining to overnight lending which matured immediately after December 31, 2009. Hence, excluding the reverse repurchase agreement account, the concentration ratio to financial intermediation is reduced to 11.83%. 2009 Loans and Other Receivables Amount % Concentration by location Philippines Europe Other Asia United States P 101,259,637 86,107 7,589,182 P 108,934,926 Investment Securities Total 6.97 P 52,315,259 3,376,709 138,600 12,367 P 153,574,896 3,462,816 138,600 7,601,549 100.00 P 55,842,935 P 164,777,861 92.95 0.08 - - 48 2008 Loans and Other Receivables % Amount Concentration by industry Manufacturing Real estate, renting and other related activities Financial intermediation Community, social and personal activities Wholesale and retail trade Transportation, storage and communication Electricity, gas and water Private households Hotel and restaurants Others P 10,066,063 Investment Securities 10.35 P Total 101,574 P 10,167,637 203,619 44,096,884 13,697,826 79,876,288 13,494,207 35,779,404 13.88 36.80 * 7,448,630 6,149,441 7.66 6.33 8,578,276 10,856,595 1,013,746 395,164 3,438,367 8.82 11.17 1.04 0.41 3.54 86,921 6,069,943 8,665,197 10,856,595 1,013,746 395,164 9,508,310 P 97,219,893 100.00 P 50,558,941 P 147,778,834 - 7,448,630 6,149,441 * UDSCL is a separate statement of financial position line item and does not form part of Loans and Receivables account for BSP reporting purposes. As such, concentration of credit risk related to the financial intermediation sector is reduced to 28.25%. Concentration to financial intermediation industry as of December 31, 2008 of P35,779,404 includes reverse repurchase agreements with the BSP of P17,330,000, pertaining to overnight lending which matured immediately after December 31, 2008. Hence, excluding the reverse repurchase agreement account, the concentration ratio to financial intermediation is reduced to 10.04%. 2008 Loans and Other Receivables Amount % Concentration by location Philippines Europe Other Asia United States 87.77 12.23 Investment Securities Total P 134,612,437 12,517,222 506,615 142,560 P 85,326,557 11,893,336 - - P 49,285,880 623,886 506,615 142,560 P 97,219,893 100.00 P 50,558,941 P 147,778,834 - 49 Parent 2009 Loans and Other Receivables % Amount Concentration by industry Manufacturing Real estate, renting and other related activities Financial intermediation Community, social and personal activities Wholesale and retail trade Transportation, storage and communication Electricity, gas and water Private households Hotel and restaurants Others P Investment Securities 7,267,585 6.68 14,386,700 45,463,534 13.21 41.76* 6,893,364 6,473,319 6.33 5.95 14,561,643 9,471,366 1,314,977 362,635 2,677,648 P 108,872,771 P Total 109,537 121,638 49,780,490 - P 7,377,122 14,508,338 95,244,024 5 6,893,364 6,473,324 13.37 8.70 1.21 0.33 2.46 85,900 2,360,673 3,384,692 14,647,543 11,832,039 1,314,977 362,635 6,062,340 100.00 P 55,842,935 P 164,715,706 * UDSCL is a separate statement of financial position line item and does not form part of Loans and Receivables account for BSP reporting purposes. As such, concentration of credit risk related to the financial intermediation sector is reduced to 37.51%. Current BSP regulations, however, limit the concentration to an industry to 30%. Concentration to financial intermediation industry as of December 31, 2009 of P45,463,534 includes reverse repurchase agreements with the BSP of P29,540,000, pertaining to overnight lending which matured immediately after December 31, 2009. Hence, excluding the reverse repurchase agreement account, the concentration ratio to financial intermediation is reduced to 11.84%. 2009 Loans and Other Receivables Amount % Concentration by location Philippines Other Asia United States Europe P 101,197,482 86,107 7,589,182 P 108,872,771 Investment Securities Total 6.97 P 52,315,259 3,376,709 138,600 12,367 P 153,512,741 3,436,816 138,600 7,601,549 100.00 P 55,842,935 P 164,715,706 92.95 0.08 - - 50 2008 Loans and Other Receivables % Amount Concentration by industry Manufacturing Real estate, renting and other related activities Financial intermediation Community, social and personal activities Wholesale and retail trade Transportation, storage and communication Electricity, gas and water Private households Hotel and restaurants Others P 10,066,063 Investment Securities 10.36 P Total 101,574 P 10,167,637 203,619 44,057,060 13,687,506 79,836,464 13,483,887 35,779,404 13.88 36.82 * 7,448,630 6,149,441 7.67 6.33 8,578,276 10,856,595 1,013,746 395,164 3,394,686 8.83 11.17 1.04 0.41 3.49 86,921 6,109,767 8,665,197 10,856,595 1,013,746 395,164 9,504,453 P 97,165,892 100.00 P 50,558,941 P 147,724,833 - 7,448,630 6,149,441 * UDSCL is a separate statement of financial position line item and does not form part of Loans and Receivables account for BSP reporting purposes. As such, concentration of credit risk related to the financial intermediation sector is reduced to 28.27%. Concentration to financial intermediation industry as of December 31, 2008 of P35,779,404 includes reverse repurchase agreements with the BSP of P17,330,000, pertaining to overnight lending which matured immediately after December 31, 2008. Hence, excluding the reverse repurchase agreement account, the concentration ratio to financial intermediation is reduced to 10.05%. 2008 Loans and Other Receivables Amount % Concentration by location Philippines Other Asia United States Europe 87.76 Investment Securities Total P 134,558,436 506,615 142,560 12,517,222 P 147,724,833 P 85,272,556 11,893,336 12.24 P 49,285,880 506,615 142,560 623,886 P 97,165,892 100.00 P 50,558,941 - 51 - 4.2.5 Exposure to Credit Risk The carrying amount of financial resources recognized in the financial statements represents the maximum exposure to credit risk without taking into account the value of any collateral obtained as of December 31, 2009 and 2008. Group 2009 Neither past due nor impaired Past due but not impaired Impaired Allowance for impairment ( Loans and Other Receivables Investment Securities Total P 76,629,722 767,339 31,240,903 108,637,964 P 54,668,154 493,670 681,112 55,842,936 P 131,297,876 1,261,009 31,922,015 164,480,900 7,850,956 ) ( P 100,787,008 681,112 ) ( P 55,161,824 8,532,068 ) P 155,948,832 2008 Neither past due nor impaired Past due but not impaired Impaired Allowance for impairment ( Loans and Other Receivables Investment Securities Total P 86,911,444 881,782 9,014,152 96,807,378 P 49,728,455 330,058 500,428 50,558,941 P 136,639,899 1,211,840 9,514,580 147,366,319 6,081,824 ) ( P 90,725,554 500,428 ) ( P 50,058,513 6,582,252 ) P 140,784,067 Parent 2009 Neither past due nor impaired Past due but not impaired Impaired Allowance for impairment ( Loans and Other Receivables Investment Securities Total P 76,569,859 767,339 31,238,611 108,575,809 P 54,668,154 493,670 681,112 55,842,936 P 131,238,013 1,261,009 31,919,723 164,418,745 7,848,664 ) ( P 100,727,145 681,112 ) ( P 55,161,824 8,529,776 ) P 155,888,969 - 52 2008 Neither past due nor impaired Past due but not impaired Impaired Allowance for impairment Loans and Other Receivables Investment Securities Total P 86,861,888 881,782 9,009,707 96,753,377 P 49,728,455 330,058 500,428 50,558,941 P 136,590,343 1,211,840 9,510,135 147,312,318 6,080,062 ) ( ( P 90,673,315 500,428 ) ( P 50,058,513 6,580,490 ) P 140,731,828 The table below shows the credit quality per class of financial assets that are neither past due nor impaired, based on the Parent Company’s rating system: Group Standard Grade High Grade Due from BSP Due from other banks Interbank loans receivable Financial assets at FVTPL Government debt securities Private debt securities Available-for-sale securities Government debt securities (including fixed rate treasury notes) Private debt securities HTM investments Government bonds Treasury notes Subtotal (carried forward) P 20,850,017 2,465,959 30,475,794 P 2009 Substandard Grade 264,827 - P Total - P 20,850,017 2,730,786 30,475,794 53,791,770 264,827 - 54,056,597 155,593 232,166 439,804 - 155,593 671,970 387,759 439,804 - 827,563 18,227,864 174,627 8,460,138 2,081,360 - 26,688,002 2,255,987 18,402,491 10,541,498 - 28,943,989 6,875,536 2,023,115 15,997,951 - - 22,873,487 2,023,115 8,898,651 15,997,951 - 24,896,602 P 81,480,671 P 27,244,080 - P 108,724,751 P - 53 - Subtotal (brought forward) Loans and receivables Receivables from customers Corporate Commercial Consumer Bills purchased Accrued interest receivable Others SPURRA UDSCL Accounts receivable Sales contract receivable Due from BSP Due from other banks Interbank loans receivable High Grade P 81,480,671 P 27,244,080 11,090,948 1,021,998 227,402 29,540,000 7,409,555 9,557,331 3,571,090 6,440,014 3,830,417 2,202,950 434,998 134,274 1,168,745 49,289,903 27,339,819 P 130,770,574 P 54,583,899 High Grade Standard Grade P 22,237,389 4,929,974 3,849,985 Available-for-sale securities Government debt securities (including fixed rate treasury notes) Private debt securities HTM investments Government bonds Treasury notes Private bonds Subtotal (carried forward) P P - P 108,724,751 - 20,648,279 4,593,088 6,440,014 3,830,417 2,202,950 662,400 29,540,000 7,409,555 134,274 1,168,745 - 76,629,722 P - 2008 Substandard Grade 307,051 - Total P P 185,354,473 Total - P 22,237,389 5,237,025 3,849,985 307,051 - 31,324,399 45,976 534,536 - - 45,976 534,536 580,512 - - 580,512 31,017,348 Financial assets at FVTPL Government debt securities Private debt securities 2009 Substandard Grade Standard Grade 14,837,128 1,028,288 10,335,141 634,786 - 25,172,269 1,663,074 15,865,416 10,969,927 - 26,835,343 6,586,162 1,938,308 - 13,728,881 59,249 - 20,315,043 1,938,308 59,249 8,524,470 13,788,130 - 22,312,600 P 55,987,746 P 25,065,108 - P 81,052,854 P - 54 - Subtotal (brought forward) Loans and receivables Receivables from customers Corporate Commercial Consumer Bills purchased Accrued interest receivable Others SPURRA UDSCL Accounts receivable Sales contract receivable 2008 Substandard Grade High Grade Standard Grade P 55,987,746 P 25,065,108 8,470,152 1,679,292 17,330,000 - 13,002,127 15,620,525 10,462,109 3,333,032 2,359,231 629,939 11,591,042 73,781 1,242,049 169,163 786,603 162,399 - 21,641,442 18,086,420 10,462,109 3,333,032 2,359,231 629,939 17,330,000 11,591,042 236,180 1,242,049 27,479,444 58,313,835 1,118,165 86,911,444 P 83,467,190 P 83,378,943 1,118,165 P 167,964,298 High Grade Standard Grade P P - Total P 81,052,854 Parent Due from BSP Due from other banks Interbank loans receivable Financial assets at FVTPL Government debt securities Private debt securities Available-for-sale securities Government debt securities Private debt securities Subtotal (carried forward) P 20,850,017 2,465,958 30,475,794 P 2009 Substandard Grade 264,688 - P Total - P 20,850,017 2,730,646 30,475,794 53,791,769 264,688 - 54,056,457 155,593 232,166 439,804 - 155,593 671,970 387,759 439,804 - 827,563 18,227,864 174,627 8,460,138 2,081,360 - 26,688,002 2,255,987 18,402,491 10,541,498 - 28,943,989 P 72,582,019 P 11,245,990 - P 83,828,009 P - 55 - Subtotal (brought forward) HTM investments Government bonds Treasury notes Private bonds Loans and receivables Receivables from customers Corporate Commercial Consumer Bills purchased Accrued interest receivable Others SPURRA UDSCL Accounts receivable Sales contract receivable Due from BSP Due from other banks Interbank loans receivable High Grade P 72,582,019 P 11,245,990 6,875,536 2,023,115 - P 83,828,009 15,997,951 - - 22,873,487 2,023,115 - 8,898,651 15,997,951 - 24,896,602 11,090,948 1,021,998 227,402 29,540,000 7,409,555 - 9,557,331 3,571,090 6,440,014 3,830,417 2,202,950 434,998 90,271 1,152,885 - 20,648,279 4,593,088 6,440,014 3,830,417 2,202,950 662,400 29,540,000 7,409,555 90,271 1,152,885 49,289,903 27,279,956 - 76,569,859 P 130,770,573 P 54,523,897 - P 185,294,470 High Grade Standard Grade P 22,237,389 4,929,897 3,849,985 Available-for-sale securities Government debt securities Private debt securities Subtotal (carried forward) P P Total - P 2008 Substandard Grade 307,051 - P Total - P 22,237,389 5,236,948 3,849,985 307,051 - 31,324,322 45,976 534,536 - - 45,976 534,536 580,512 - - 580,512 31,107,271 Financial assets at FVTPL Government debt securities Private debt securities 2009 Substandard Grade Standard Grade 14,837,128 1,411,684 10,335,141 251,390 - 25,172,269 1,663,074 16,248,812 10,586,531 - 26,835,343 P 47,936,595 P 10,893,582 - P 58,830,177 P - 56 - Subtotal (brought forward) 2008 Substandard Grade High Grade Standard Grade P 47,936,595 P 10,893,582 6,586,162 1,938,308 - - P 58,830,177 13,728,881 59,249 - 20,315,043 1,938,308 59,249 8,524,470 13,788,130 - 22,312,600 8,470,152 1,679,292 17,330,000 - 13,002,127 15,620,525 10,462,109 3,333,032 2,359,231 629,939 11,591,042 24,225 1,242,049 169,163 786,603 162,399 - 21,641,442 18,086,420 10,462,109 3,333,032 2,359,231 629,939 17,330,000 11,591,042 186,624 1,242,049 27,479,444 58,264,279 1,118,165 86,861,888 P 83,940,509 P 82,945,991 1,118,165 P 168,004,665 HTM investments Government bonds Treasury notes Private bonds Loans and receivables Receivables from customers Corporate Commercial Consumer Bills purchased Accrued interest receivable Others SPURRA UDSCL Accounts receivable Sales contract receivable P Total P The table below shows the aging analysis of past due but not impaired financial assets per class of the Group: Less than 30 days Loans Commercial Consumer Corporate Accrued interest receivable Others P 52,579 113,410 - P - Available-for-sale securities – debt 37,299 45,669 - P - P 2,154 16,693 4,373 P 111,986 209,992 4,373 29,029 2,546 83,868 54,174 53,395 357,926 - - 493,670 493,670 166,489 P 19,954 34,220 - Total 29,029 1,146 900 166,489 More than 180 days - 500 P 2009 91 to 180 days 31 to 90 days 83,868 P 54,174 P 547,065 P 851,596 2009 61 to 180 days Accounts receivable P 130,695 181 to 360 days P 59,250 361 days and over P 219,468 Total P 409,413 - 57 Less than 30 days Loans Commercial Consumer Asset recovery group accounts P Available-for-sale securities – debt P 2008 91 to 180 days 31 to 90 days 24,045 59,825 P 17,904 20,043 P More than 180 days 25,342 19,241 P Total 16,180 P 67,291 115,289 - - 151,075 - 151,075 83,870 37,947 195,658 16,180 333,655 - - 330,058 330,058 83,870 P - 37,947 P 195,658 P 346,238 P 663,713 2008 61 to 180 days Accounts receivable P 105,751 181 to 360 days P 310,478 361 days and over P 131,898 Total P 548,127 No separate parent company aging analysis of past due but not impaired financial assets was presented due to insignificant difference between the consolidated and parent company accounts. 4.2.6 Collateral Held As Security and Other Credit Enhancements The Group holds collateral against loans and receivables from customers in order to mitigate risk. The collateral may be in the form of mortgage over real estate property, chattels, inventory, cash, securities and/or guarantees. The Bank regularly monitors and updates the fair value of the collateral depending on the type of credit exposure. Estimates of the fair value of collateral are considered in the review and assessment of the adequacy of allowance for credit losses. In general, the Bank does not require collateral for loans and advances to other banks, except when securities are held as part of reverse repurchase agreements. - 58 - An estimate of the fair value of collateral and other security enhancements held by the Group against loans and other receivables as of December 31, 2009 and 2008 is shown below: 2009 Against individually impaired Property Others P Against collectively impaired Property Deposits Others Against past due but not impaired Property Others Against neither past due nor impaired Property Deposits Others P 513,581 848,636 2008 P 272,264 - 1,362,217 272,264 6,042,670 197,668 12,406,979 5,048,394 3,120,036 18,647,317 8,168,430 299,990 43,846 645,154 134,581 343,836 779,735 12,073,790 573,177 7,312,385 27,174,139 9,467,851 19,959,352 36,641,990 40,312,722 P 45,862,419 4.3 Liquidity Risk Liquidity risk is the risk that there are insufficient funds available to adequately meet the credit demands of the Group’s customers and repay deposits on maturity. The ALCO and the Treasurer of the Group ensure that sufficient liquid assets are available to meet short-term funding and regulatory requirements. Liquidity is monitored by the Group on a daily basis and under stressed situations. A contingency plan is formulated to set out the amount and the sources of funds (such as unused credit facilities) that are available to the Group and the circumstances under which the Group may use such funds. The Group also manages its liquidity risks through the use of a Maximum Cumulative Outflow (“MCO”) limit which regulates the outflow of cash on a cumulative basis and on a tenor basis. To maintain sufficient liquidity in foreign currencies, the Group has also set an MCO limit for certain designated foreign currencies. The MCO limits are endorsed by the MRC and approved by the BOD. - 59 - The table below shows the maturity profile of the financial liabilities based on contractual undiscounted cash flows (amounts in millions of Philippine pesos): Group Non-derivative liabilities Deposit liabilities Demand Savings Time On demand Up to 1 month P 105,849 17,656 350 P 123,855 20 2,794 Bills payable Notes payable Manager’s checks Accrued interest payable Accrued other payables Other liabilities 17,890 - 328 8,360 - 8 126,677 59,510 - - P 126,677 2009 3 to 6 months P 17,890 239 61 - 365 67 18,257 2,347 6 to 12 months P 1,258 Beyond 1 year P - Total 457 P 105,849 17,656 72,257 195,762 1,066 6,667 2,794 2,347 144 69 - 1,258 3 201 - 457 227 6,267 - - - - - - 2,560 1,462 365 529 29 857 8,464 7,509 215,975 6,411 6,272 ) ( 4,994 4,898 ) ( 5,121 5,039 ) ( 4,163 4,050 ) ( 208 179 ) ( 139 96 82 113 29 459 P 59,649 P 18,353 7,538 P 216,434 ( Total liabilities P 49,955 433 69 - - Derivative liabilities Outflow Inflow 49,955 1 to 3 months P 2,642 P 1,575 P 20,897 20,438 ) Following is the contractual maturity per type of derivatives liabilities for both the Group and Parent Company: Foreign currency forwards Spot transactions P P - P - P 134 5 P 139 P 96 P - 82 P - 96 P 113 P - 82 P 29 P 454 5 29 P 459 113 P - 60 On demand Non-derivative liabilities Deposit liabilities Demand Savings Time Bills payable Notes payable Manager’s checks Accrued interest payable Accrued other payables Other liabilities Derivative liabilities Outflow Inflow Up to 1 month P 90,457 14,558 20 P 105,035 20 2,688 P 38,565 1,813 - - 15,305 - 246 7,237 - 7 107,750 48,256 - - 2008 3 to 6 months P 15,305 23 61 - 395 45 15,434 1,668 6 to 12 months P - - 841 488 841 6 62 161,902 2,160 2,326 2,688 1,668 23 - - 488 275 2,203 - - - - - - 1,691 909 4,049 3,840 ) ( 839 785 ) ( 548 305 209 54 P 107,750 P 48,804 P 15,739 On demand Up to 1 month 1 to 3 months P 105,976 18,269 350 P 1,900 P Total P 90,457 14,558 56,887 3,925 3,620 ) ( P Beyond 1 year P 8,857 8,309 ) ( ( Total liabilities 38,565 1 to 3 months 395 328 29 574 7,318 3,323 177,363 824 657 ) ( 963 P 18,494 17,211 ) 167 1,283 3,490 P 178,646 Parent Non-derivative liabilities Deposit liabilities Demand Savings Time Bills payable Notes payable Manager’s checks Accrued interest payable Accrued other payables Other liabilities Derivative liabilities Outflow Inflow 124,595 19 2,794 49,955 433 69 - - P 17,890 - 327 8,331 - 8 127,416 59,480 - - P 127,416 ( P 17,890 239 61 - 365 Total liabilities 49,955 2009 3 to 6 months 67 18,257 2,347 6 to 12 months P 1,258 Beyond 1 year P - Total 457 P 105,976 18,269 72,257 196,502 1,065 6,667 2,794 2,347 144 69 - 1,258 3 201 - 457 227 6,267 - - - - - - 29 327 8,435 2,560 1,462 6,980 216,155 365 6,411 6,272 ) ( 4,994 4,898 ) ( 5,121 5,039 ) ( 4,163 4,050 ) ( 208 179 ) ( 139 96 82 113 29 459 P 59,619 P 18,353 7,009 P 216,614 P 2,642 P 1,575 P 20,897 20,438 ) - 61 On demand Non-derivative liabilities Deposit liabilities Demand Savings Time Bills payable Notes payable Manager’s checks Accrued interest payable Accrued other payables Other liabilities Derivative liabilities Outflow Inflow P 90,611 14,953 20 P 105,584 20 2,688 38,565 38,565 1,813 - - 1 to 3 months P 15,305 - 243 7,173 - 7 108,299 48,189 - - P 108,299 ( 2008 3 to 6 months P 15,305 23 61 - 395 Total liabilities Up to 1 month 45 15,434 1,668 6 to 12 months P - P - 841 488 841 6 62 162,451 2,160 2,326 2,688 1,668 23 - - 488 275 2,203 - - - - - - - 1,691 909 3,925 3,620 ) ( 4,049 3,840 ) ( 839 785 ) ( 548 305 209 54 P 48,737 P 15,739 1,900 P Total P 90,611 14,953 56,887 8,857 8,309 ) ( P Beyond 1 year 963 P 395 29 243 7,254 2,995 177,517 824 657 ) ( 18,495 17,211 ) 167 1,283 3,162 P 178,800 4.4 Market Risk Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rate, foreign exchange rates and equity prices. The Group classifies exposures to market risk into either trading book or banking book. The market risk for the trading portfolio is managed and monitored based on a Value-at-Risk (VaR) methodology. Meanwhile, the market risk for the non-trading positions are managed and monitored using other sensitivity analyses. The Group applies a VaR methodology to assess the market risk positions held and to estimate the potential economic loss based upon a number of parameters and assumptions for various changes in market conditions. VaR is a method used in measuring financial risk by estimating the potential negative change in the market value of a portfolio at a given confidence level and over a specified time horizon. The Group uses the parametric VaR approach in assessing the possible changes in the market value of held-for-trading and AFS securities based on historical data for a rolling one year period. The VaR models are designed to measure market risk in a normal market environment. The models assume that any changes occurring in the risk factors affecting the normal market environment will follow a normal distribution. The use of VaR has limitations because it is based on historical correlations and volatilities in market prices and assumes that future price movements will follow a statistical distribution. Due to the fact that VaR relies heavily on historical data to provide information and may not clearly predict the future changes and modifications of the risk factors, the probability of large market moves may be underestimated if changes in risk factors fail to align with the normal distribution assumption. - 62 - VaR may also be underestimated or overestimated due to the assumptions placed on risk factors and the relationship between such factors for specific instruments. Even though positions may change throughout the day, the VaR only represents the risk of the portfolios at the close of each business day, and it does not account for any losses that may occur beyond the 99% confidence level. The VaR figures are backtested daily against actual and hypothetical profit and loss of the trading book to validate the robustness of the VaR model. To supplement the VaR, the Group performs stress tests wherein the trading portfolios are valued under extreme market scenarios not covered by the confidence interval of the Group’s VaR model. Since VaR is an integral part of the Group’s market risk management, VaR limits have been established annually for all financial trading activities and exposures against the VaR limits and are monitored on a daily basis. Limits are based on the tolerable risk appetite of the Group. A summary of the Group’s VaR position at December 31, 2009 and 2008 follows (amounts in millions of Philippine pesos): 2009 Foreign exchange December 31 Average daily Highest Lowest P 96.45 34.95 143.16 0.15 Interest rate P Equity 483.77 846.41 1,405.16 460.85 P 1.89 1.80 2.02 1.55 Total VaR P 582.10 883.16 1,525.32 527.62 2008 Foreign exchange December 31 Average daily Highest Lowest P 70.24 19.43 74.04 0.64 Interest rate P 776.68 421.99 973.44 174.57 Equity P Total VaR 1.92 0.76 1.98 0.15 P 848.85 442.17 1,042.33 181.59 The high and low of the total portfolio may not equal to the sum of the individual components as the high and lows of the individual portfolios may have occurred on different trading days. The VaR for foreign exchange is the foreign exchange risk throughout the Parent Company. 4.5 Interest Rate Risk A critical element of the Group’s risk management program consists of measuring and monitoring the risks associated with fluctuations in market interest rates on the Group’s net interest income and ensuring that the exposure in interest rates is kept within acceptable limits. - 63 - The Group employs “gap analysis” to measure the interest rate sensitivity of its resources and liabilities. The gap analysis measures, for any given period, any mismatch between the amounts of interest-earning resources and interest-bearing liabilities which would mature or reprice during the period. A positive gap occurs when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities while a negative gap occurs when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. Accordingly, during a period of rising interest rates, a company with a positive gap will have more interest rate sensitive assets repricing at a higher interest rate than interest rate sensitive liabilities which will be favorable to it. During a period of falling interest rates, a company with a positive gap will have more interest rate sensitive assets repricing at a lower interest rate than interest rate sensitive liabilities, which will be unfavorable to it. The asset-liability gap position of the Parent Company at carrying amounts follows (amounts in millions): Up to Six Months Resources Placements Loans Investments P Liabilities Deposit liabilities Bills payable Notes payable 47,206 73,999 2,253 2009 Beyond Six Months Beyond to One Year One Year P 4,339 1,073 6,850 22,389 54,713 123,458 5,412 83,952 212,822 69,484 818 - 1,168 10 124,597 227 5,037 195,249 1,055 5,037 1,178 129,861 201,341 - 70,302 Asset-Liability Gap P 53,156 Up to Six Months Resources Placements Loans Investments P Liabilities Deposit liabilities Bills payable Notes payable 25,387 58,022 913 P P 4,234 ( P P 45,909) P 2008 Beyond Six Months Beyond to One Year One Year P P 11,481 Total 5,937 29,320 49,132 84,322 3,348 84,389 172,059 54,868 1,873 - 777 2 106,324 281 1,287 161,969 2,156 1,287 779 107,892 165,412 27,581 - 54,056 100,727 58,039 3,332 16 - 56,741 Asset-Liability Gap P Total P 2,569 ( P P 23,503 ) P 31,324 90,674 50,061 6,647 - 64 - 4.6 Foreign Exchange Risk Foreign exchange risk is the risk to earnings or capital arising from changes in foreign exchange rates. The Group’s net foreign exchange exposure, taking into account any spot or forward exchange contracts, is computed as foreign currency assets less foreign currency liabilities. The foreign exchange exposure is limited to the day-to-day, over-the-counter buying and selling of foreign exchange in the Group’s branches, as well as foreign exchange trading with corporate accounts and other financial institutions. The Group is permitted to engage in proprietary trading to take advantage of foreign exchange fluctuations. The breakdown of the financial resources and liabilities of the Parent Company as to foreign currency-denominated balances, translated to Philippine pesos as of December 31, 2009 and 2008, follows (consolidated figures for foreign currency-denominated financial resources and liabilities are the same with Parent Company balances): U.S. Dollar Resources: Cash and other cash items Due from other banks Interbank loans receivables Financial assets at FVTPL AFS securities HTM investments Loans and other receivables P Liabilities: Deposit liabilities Bills payable Derivative liabilities Accrued interest and other expenses Other liabilities Currency swaps and forwards ( Net exposure (P 400,927 1,699,646 29,456,987 92,976 11,034,793 21,499,654 12,021,369 2009 Other Foreign Currencies P 34,653 880,572 1,018,807 2,262,145 Total P 435,580 2,580,218 30,475,794 92,976 11,034,793 21,499,654 14,283,514 76,206,352 4,196,177 80,402,529 61,026,765 136,376 109,873 1,013,894 8,204 - 62,040,659 144,580 109,873 109,940 162,073 2,837 35,871 112,777 197,944 61,545,027 1,060,806 62,605,833 17,092,604 ) ( 1,098,791 ) ( 18,191,395 ) 2,431,279) P 2,036,580 (P 394,699 ) - 65 2008 Other Foreign Currencies U.S. Dollar Resources: Cash and other cash items Due from other banks Interbank loans receivables Financial assets at FVTPL AFS securities HTM investments Loans and other receivables P Liabilities: Deposit liabilities Bills payable Derivative liabilities Accrued interest and other expenses Other liabilities Currency swaps and forwards Net exposure 575,326 4,158,465 2,943,712 229,556 13,593,034 19,189,661 18,182,305 P 65,468 358,817 906,273 32,171 2,226,836 Total P 640,794 5,006,252 3,849,985 229,556 13,625,205 19,189,661 20,409,141 59,615,815 3,334,779 62,950,594 48,289,495 903,285 794,090 2,825,553 - 51,115,048 903,285 794,090 154,757 1,076,735 7,780 31,931 162,537 1,108,666 51,492,045 2,865,264 54,357,309 5,648,419 ) ( 13,362,153 ) 5,178,904 ) (P 4,768,868 ) 7,713,734 ) ( ( P 410,036 ( P The Bank’s foreign currency position for BSP reporting purposes is determined by also considering the foreign currency position of non-financial assets and liabilities that are denominated in foreign currencies. The Bank’s net foreign currency exposure for BSP reporting as of December 31, 2009 and 2008 follows: 2008 2009 In U.S. dollars ($ 8,110 ) $ 1,505 In Philippine pesos (P 374,682) P 71,660 The Parent Company’s policy is to maintain foreign currency exposure within acceptable limits and within existing regulatory guidelines. The Parent Company believes that its profile of foreign currency exposure on its assets and liabilities is within conservative limits for a financial institution engaged in the type of business in which the Parent Company is involved. The tables in the next page (in thousands of Philippine pesos) illustrates the sensitivity of the net result for the year and equity with regard to the Group’s financial assets and financial liabilities and other currencies – Philippine peso exchange rate. It assumes certain percentages change (increase and decrease) of the Philippine peso/other currencies exchange rate for the years ended December 31, 2009 and 2008. These percentages have been determined based on the average market volatility in exchange rates in the previous 12 months, using a confidence level of 99%. The sensitivity analysis is based on the Group’s foreign currency-denominated financial instruments held at each consolidated statement of financial position date, including currency swaps and forwards. - 66 - If the Philippine peso had weakened against the U.S. dollar and other currencies, then this would have the following impact: 2009 Increase in Net income for the year % change U.S. dollars Japanese yen Euro Others 1.0% ( P 2.5% 2.0% 2.3% 17,232 ) 14,699 13,477 19,517 2008 Increase in % change Net income for the year 1.0% 3.5% ( P 2.5% ( 3.0% ( Negligible 106,178 ) 1,359 ) 6,352 ) If the Philippine peso had strengthened against the US dollar and other currencies, then this would have the following impact: 2009 Decrease in Net income for the year % change U.S. dollars Japanese yen Euro Others 1.0% P 2.5% ( 2.0% ( 2.3% ( 17,232 14,699 ) 13,477 ) 19,517 ) 2008 Decrease in % change 1.0% 3.5% 2.5% 3.0% Net income for the year P Negligible 106,178 1,359 6,352 4.7 Operational Risk To standardize the practice and to conform to international standards, the Parent Company has adopted the Basel Committee’s definition of operational risk. This is formalized in the Parent Company’s approved Operational Risk Management Framework. Operational risk is the risk of loss arising from direct or indirect loss from inadequate or failed internal processes, people, and systems or external events. This definition includes legal risk, but excludes strategic and reputational risk. This also covers potential losses that could occur as a result of the Parent Company’s exposure in the use of technology-related products, services, delivery channels, and processes. Each specific unit of the Parent Company has their roles and responsibilities in the management of operational risk and these are clearly stated in the framework. At the BOD level, an ORMC was formed to provide overall direction on the management of operational risk. The ORMC, composed of three members of the BOD, one of whom is an independent director, and two senior management officers of the Parent Company, covers the following areas of concern: 1. The adequacy of the Parent Company’s policies, procedures, organization and resources for preventing, or limiting the damage from unexpected loss due to deficiencies in information systems, business, operational and management processes, employees skills and supervision, equipment and internal controls. 2. Results of periodic or special risk assessments conducted in various business and operating units of the Parent Company to proactively uncover operational risks that can result to actual loss or damage to the Parent Company. - 67 - 3. Summarized results of internal audits, BSP examinations and investigation of administrative cases that highlight trends indicative of present or emerging exposures to specific operational risks. 4. Risk assessment of major information systems to be implemented in the Parent Company. 5. Regulatory compliance issues, whether currently existing, or anticipated to arise as a result of new laws or regulations. 6. Business continuity strategies, plans, and resources. An Operational Risk Management Unit has been formed and was given the mandate to build and lead the roadmap in developing the foundations and systems necessary for the effective implementation of an Operational Risk Management Framework. The roadmap is primarily based on the best practices model as applied by other foreign and local financial institutions. The Parent Company, as a matter of practice, has embedded in its processes the basic strategies necessary in order to manage exposure to operational risk. Foremost is the proper segregation of duties and responsibilities. It ensures that no person will be able to approve his own transaction, and provides the necessary control layers to provide check and balance. In managing products and services, no new products or services are implemented without performance of operational risk assessment. As part of the product approval process, product managers make sure that risks were clearly identified and adequately controlled and mitigated. For existing products and services, regular reviews are conducted and controls are assessed to determine their continued effectiveness. In managing its technology, the Parent Company has institutionalized the application of Technology Risk Assessment to identify the risks of various systems in use. Control and mitigation processes are put in place with the objective of ensuring continuous operations in case of system failures. The Parent Company has developed and implemented a Business Continuity Plan to give assurance that services can continue even in case of disasters. The Parent Company is moving towards the use of mathematical models for managing operational risk. It is centralizing all information related to losses and near losses that the Parent Company has experienced. This will be the basis for creating metrics that will enable the Parent Company to monitor and assess its operational risks and manage this more effectively. - 68 - 4.8 Prepayment Risk Prepayment risk is the risk that the Parent Company will incur a financial loss because its customers and counterparties repay or request repayment earlier or later than expected, such as fixed rate mortgages when interest rates fall. The Parent Company has exposures in consumer loans (e.g., housing and motor vehicles). These activities generate market risk since these loan products are inherently sensitive to changes in the level of market interest rates. Based on historical data from 2008 to twelve months ended December 31, 2009, and from 2007 to twelve months ended December 31, 2008 prepayment received by the Parent Company is less than 1% of the total consumer loan portfolio. 4.9 Legal Risk and Regulatory Risk Management Legal risk pertains to the Bank’s exposure to losses arising from cases decided not in favor of the Bank where significant legal costs have already been incurred, or in some instances, where the Bank may be required to pay damages. The Bank is often involved in litigation in enforcing its collection rights under loan agreements in case of borrower default. The Bank may incur significant legal expenses as a result of these events, but the Bank may still end up with non-collection or non-enforcement of claims. The Bank has established measures to avoid or mitigate the effects of these adverse decisions and engages several qualified legal advisors, who were carefully endorsed to and approved by senior management. At year-end, the Bank also ensures that material adjustments or disclosures are made in the financial statements for any significant commitments or contingencies which may have arisen from legal proceedings involving the Bank. Regulatory risk refers to the potential risk for the Bank to suffer financial loss due to changes in the laws or monetary, tax or other governmental regulations of a country. The monitoring of the Bank’s compliance with these regulations, as well as the study of the potential impact of new laws and regulations, is the primary responsibility of the Bank’s Chief Compliance Officer. The Chief Compliance Office is responsible for communicating and disseminating new rules and regulations to all units, analyzing and addressing compliance issues, performing periodic compliance testing on branches and Head Office units, and reporting compliance findings to the Audit Committee and the BOD. 5. CAPITAL MANAGEMENT 5.1 Regulatory Capital The Bank’s lead regulator, the BSP, sets and monitors capital requirements of the Bank. In implementing current capital requirements, the BSP requires the Bank to maintain a minimum capital amount and a prescribed ratio of qualifying capital to risk-weighted assets or the capital adequacy ratio (“CAR”). Risk-weighted assets is the sum of credit risk, market risks, and operational risks, computed based on BSPprescribed formula provided under its circulars. - 69 - Under BSP Circular No. 360, effective July 1, 2003, the capital-to-risk assets ratio is to be inclusive of a market risk charge. In August 2006, the BSP issued Circular No. 538 which contains the implementing guidelines for the revised risk-based capital adequacy framework to conform to Basel II recommendations. Under the revised framework, capital requirements for operational risk, credit derivatives and securitization exposures are to be included in the calculation of the Bank’s capital adequacy. The revised framework also prescribes a more granular mapping of external credit ratings to the capital requirements and recognizes more type of financial collateral and guarantees as credit risk mitigants. Changes in the credit risk weights of various assets, such as foreign currency denominated exposures to the Philippine national government, non-performing exposures and ROPA, were also made. Exposures are required to be risk-weighted based on third party credit assessment of the individual exposure given by eligible external credit assessment institutions. Credit risk-weights range from 0% to 150% depending on the type of exposure and/or credit assessment of the obligor. The new guidelines took effect on July 1, 2007. In computing the CAR, the regulatory qualifying capital is analyzed into two tiers which are: (i) Tier 1 Capital, and (ii) Tier 2 Capital; less deductions from the Total Tier 1 and Tier 2 for the following: a. Investments in equity of unconsolidated subsidiary banks and other financial allied undertakings, but excluding insurance companies; b. Investments in debt capital instruments of unconsolidated subsidiary banks; c. Investments in equity of subsidiary insurance companies and non-financial allied undertakings; d. Reciprocal investments in equity of other banks/enterprises; and e. Reciprocal investments in unsecured subordinated term debt instruments of other banks/quasi-banks qualifying as Hybrid Tier 1, Upper Tier 2 and Lower Tier 2, in excess of the lower of (i) an aggregate ceiling of 5% of total Tier 1 capital of the bank excluding Hybrid Tier 1; or (ii) 10% of the total outstanding unsecured subordinated term debt issuance of other banks/ quasi-banks. Provided, that any asset deducted from the qualifying capital in computing the numerator of the risk-based capital ratio shall not be included in the risk-weighted assets in computing the denominator of the ratio. - 70 - Tier 1 Capital and Tier 2 Capital are defined as follows: a. Tier 1 Capital includes the following: i. paid-up common stock, ii. paid-up perpetual and non-cumulative preferred stock, iii. common and perpetual, non-cumulative preferred stock dividends distributable, iv. surplus, v. surplus reserves, vi. undivided profits (for domestic banks only), vii. unsecured subordinated debt (with prior BSP approval), and, viii. minority interest in the equity of subsidiary financial allied undertakings Subject to deductions for: i. treasury shares, ii. unrealized losses on underwritten listed equity securities purchased, iii. unbooked valuation reserves, and other capital adjustments based on the latest report of examination, iv. outstanding unsecured credit accommodations, both direct and indirect, to directors, officers, stockholders and their related interests (DOSRI), v. goodwill, and, vi. deferred income tax. b. Tier 2 Capital includes: i. perpetual and cumulative preferred stock, ii. limited life redeemable preferred stock with or without the replacement requirement subject to BSP conditions, iii. dividends distributable of (i) and (ii) above, iv. appraisal increment reserve – bank premises, as authorized by the Monetary Board (MB), v. net unrealized gains on underwritten listed equity securities purchased, vi. general loan loss provision, vii. unsecured subordinated debt with a minimum original maturity of at least ten years (with prior BSP approval), viii. unsecured subordinated debt with a minimum original maturity of at least five years (with prior BSP approval), and, ix. deposit for stock subscription on: • • • • common stock, perpetual and non-cumulative preferred stock, perpetual and cumulative preferred stock subscription, and limited life redeemable preferred stock subscription with the replacement requirement upon redemption - 71 - Subject to deductions for: i. Perpetual and cumulative preferred stock treasury shares, ii. Limited life redeemable preferred stock treasury shares with the replacement requirement upon redemption, iii. Sinking fund for redemption of limited life redeemable preferred stock with the replacement requirement upon redemption, iv. Limited life redeemable preferred stock treasury shares without the replacement requirement upon redemption, and, v. Sinking fund for redemption of limited life redeemable preferred stock without the replacement requirement upon redemption. The Group’s and the Bank’s regulatory capital position as of December 31, 2009 and 2008 follow (amounts in millions): Group 2009 Tier 1 Capital Tier 2 Capital Total Regulatory Capital Deductions P 17,182 5,901 P 23,083 82 ) ( ( Parent 2008 15,795 1,818 2009 P 17,613 170 ) ( 17,192 5,901 2008 P 23,093 87) ( 15,804 1,818 17,622 174 ) Total Qualifying Capital, after deductions P 23,001 P 17,443 P 23,006 P 17,448 Risk-Weighted Assets P 142,802 P 135,497 P 142,810 P 135,505 Capital Ratios: Total regulatory capital expressed as percentage of total risk weighted assets 16.11% 12.87% 16.11% 12.88% Total Tier 1 expressed as percentage of total risk-weighted assets 12.00% 11.59% 12.01% 11.60% The preceding capital ratios comply with the BSP prescribed ratio of at least 10%. 5.2 Minimum Capital Requirement Under the relevant provisions of current BSP regulations, the required minimum capitalization of a universal bank is P4.95 billion. As of December 31, 2009 and 2008, the Bank is in compliance with this regulation. - 72 - 6. SEGMENT INFORMATION The Group’s main operating businesses are organized and managed separately according to the nature of services provided and the different markets served, with each segment representing a strategic business unit. The Group’s main business segments are as follows: (a) Consumer Banking This segment principally handles individual customers’ deposits and provides consumer type loans, such as automobiles and mortgage financing, credit card facilities and funds transfer facilities; (b) Corporate and Commercial Banking This segment principally handles loans and other credit facilities and deposit and current accounts for corporate, institutional, small and medium enterprises, and middle market customers; (c) Treasury This segment is principally responsible for managing the Bank’s liquidity and funding requirements, and handling transactions in the financial markets covering foreign exchange and fixed income trading and investments and derivatives; and, (d) Headquarters This segment includes corporate management, support and administrative units not specifically identified with Consumer Banking, Corporate Banking or Treasury. These segments are the basis on which the Group reports its primary segment information. Transactions between segments are conducted at estimated market rates on an arm’s length basis. Segment resources and liabilities comprise operating resources and liabilities including items such as taxation and borrowings. Segment revenues and expenses that are directly attributable to primary business segment and the relevant portions of the Group’s revenues and expenses that can be allocated to that business segment are accordingly reflected as revenues and expenses of that business segment. - 73 - Segment information of the Group as of and for the years ended December 31, 2009 and 2008 is presented as follows (amounts in millions of Philippine pesos): Consumer Banking Corporate and Commercial Banking Treasury Headquarters Total December 31, 2009 Results of operations Net interest income and other income P Other expenses ( Income before provision for impairment and income tax P Provision for impairment Tax expense 4,209 P 2,693 ) ( 1,738 P 642 ) ( 5,751 P 1,586 ) ( 643 P 1,026 ) ( 1,516 P 1,096 4,165 ( P 383) P P ( ( Net income Segment resources P 34,369 P 60,803 P 98,262 P Segment liabilities P 117,515 P 51,902 P 29,895 P Other information: Depreciation and amortization P Capital expenditures 117 P 53 P 10 P 31 Consumer Banking - - Corporate and Commercial Banking Treasury 12,341 5,947 ) 6,394 1,974 ) 95 ) P 4,325 50,927 P 244,361 13,769 P 213,081 199 P 379 213 244 Headquarters Total December 31, 2008 Results of operations Net interest income and other income P Other expenses ( Income before provision for impairment and income tax P Provision for impairment Tax expense 4,122 P 2,355 ) ( 1,767 1,501 P 660 ) ( P 841 P 1,700 P 470 ) ( 1,565 P 1,636 ) 8,888 5,121 1,230 ( P 71 ) 3,767 ( ( Net income Segment resources P 32,186 P 59,772 P 93,195 P Segment liabilities P 107,743 P 37,433 P 26,946 P 114 P 52 P 8 P Other information: Depreciation and amortization P Capital expenditures 52 - - 859 ) 840 ) P 2,068 18,748 P 203,901 4,762 P 176,884 258 P 432 300 352 - 74 - 7. CASH AND BALANCES WITH THE BSP These accounts are composed of the following as of December 31: Group 2009 Cash and other cash items Due from BSP Mandatory reserves Other than mandatory P 4,023,958 Parent 2008 P 3,881,824 2009 P 4,023,950 2008 P 3,881,808 14,000,000 6,850,017 20,850,017 12,300,000 9,937,389 22,237,389 14,000,000 6,850,017 20,850,017 12,300,000 9,937,389 22,237,389 P 24,873,975 P 26,119,213 P 24,873,967 P 26,119,197 Cash consists primarily of funds in the form of Philippine currency notes and coins in the Bank’s vault and those in the possession of tellers, including automated teller machines. Other cash items include cash items (other than currency and coins on hand) such as checks drawn on other banks or other branches after the Bank’s clearing cut-off time until the close of the regular banking hours. Mandatory reserves represent the balance of the deposit account maintained with the BSP to meet reserve requirements and to serve as clearing account for interbank claims. Due from BSP bears annual interest rates ranging from 2.15% to 5.00% in 2009 and from 4.5% to 6.19% in 2008 and 2007, except for the amounts within the required reserve as determined by BSP. Total interest income earned amounted to P883,964, P528,382 and P643,997 in 2009, 2008 and 2007, respectively, and is presented under Interest Income on Due from Other Banks account in the statements of income. Cash and balances with the BSP are included in cash and cash equivalents for cash flow statement purposes. Under Section 254 of the Manual of Regulations for Banks (MORB), a bank is required to maintain at least 25 percent of its reserve requirement in the form of deposits with the BSP as among the allowable instruments for reserve cover. Section 254.1 of the MORB further provides that such deposit account with the BSP is not considered as a regular current account as drawings against such deposits shall be limited to: (a) settlement of obligation with the BSP, and (b) withdrawals to meet cash requirements. - 75 - 8. DUE FROM OTHER BANKS The balance of this account consists of regular deposits with the following: Group 2009 Foreign banks Local banks Parent 2008 2009 2008 P 2,438,502 292,284 P 4,862,138 374,887 P 2,438,502 292,144 P 4,862,138 374,810 P 2,730,786 P 5,237,025 P 2,730,646 P 5,236,948 The breakdown of the account as to currency is as follows: Group U.S. dollar Philippine peso Other currencies Parent 2008 2009 2009 2008 P 1,699,786 150,428 880,572 P 4,158,465 719,743 358,817 P 1,699,646 150,428 880,572 P 4,158,465 719,666 358,817 P 2,730,786 P 5,237,025 P 2,730,646 P 5,236,948 Annual interest rates on these deposits range from 0% to 0.75% in 2009, and 0% to 6% in 2008 and 2007. Total interest income on Due from Other Banks amounted to P3,076 in 2009, P111,979 in 2008 and P651,997 in 2007, and is presented under Interest Income on Due from Other Banks account in the statements of income. Due from other banks are included in cash and cash equivalents for cash flow statement purposes. 9. INTERBANK LOANS RECEIVABLE Interbank loans receivable consists of loans granted to other banks including acceptance of other banks’ drafts and export bills purchased without recourse. These loans have terms ranging from one to seven days. All outstanding interbank loans receivable as of December 31, 2009 and 2008 are denominated in foreign currencies. The breakdown of this account as to foreign currency translated to Philippine peso at year-end follows: Group and Parent 2009 2008 U.S. dollar Japanese yen Australian dollar Euro British pound P 29,456,987 645,825 372,982 - P 2,943,712 231,952 318,454 290,277 65,590 P 30,475,794 P 3,849,985 - 76 - Interest income earned on interbank loans amounted to P48,704 in 2009, P862,180 in 2008 and P2,328,112 in 2007. Annual interest rates on interbank loans receivable range from 0.0008% to 5.75% in 2009, 0.02% to 7.5% in 2008 and 0.25% to 7.5% in 2007. 10. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS This account is composed of the following as at December 31: Group 2009 Derivative assets Equity securities Parent 2008 2009 2008 P 827,563 642 P 580,512 2,559 P 827,563 - P 580,512 2,306 P 828,205 P 583,071 P 827,563 P 582,818 All financial assets at FVTPL are held for trading. The fair value of equity shares have been determined either directly by reference to published price quoted in an active market. The Group recognized fair value gain on FVTPL amounting to P349,712, P106,737 and P111,823 in 2009, 2008 and 2007, respectively, in the Group and Parent Company financial statements and is included as part of Trading Gain account in the statements of income. Derivative instruments include options, foreign currency forwards and swaps, and interest rate swaps. Options include put and call bond options, with ROP bonds as the underlying. Foreign currency forwards represent commitments to purchase/sell foreign currency on a future date at an agreed exchange rate. Interest rate swaps are commitments to exchange one set of cash flows for another. The aggregate contractual or notional amount of derivative financial instruments and the total fair values of derivative financial assets and liabilities are set out below: Notional Amount Currency forwards Bought Sold Interest rate swaps Warrants December 31, 2009 Fair Values Assets Liabilities P 20,942,992 P 39,134,386 175,000 4,158,000 29,688 P 752,147 4,148 41,580 439,756 14,029 - P 64,410,378 P 827,563 P 453,785 - 77 - Notional Amount Currency forwards Bought Sold Interest rate swaps Credit default swaps Warrants 11. December 31, 2008 Fair Values Assets Liabilities P 11,796,541 P 25,167,876 175,000 237,600 4,276,800 156,243 P 368,444 9,365 484 45,976 854,963 55,354 3,208 P 41,653,817 P 580,512 P 913,525 AVAILABLE-FOR-SALE SECURITIES Available-for-sale securities consist of the following: Group Government bonds Other debt securities Fixed rate treasury notes Private bonds and commercial papers Equity securities Allowance for impairment Net ( Parent 2009 2008 2009 2008 P 10,030,428 P 14,511,842 P 10,030,428 P 14,511,842 16,657,574 10,660,427 16,657,574 10,660,427 3,153,568 3,118,163 32,959,733 403,952 ) ( 2,208,440 369,517 27,750,226 215,308 ) ( 3,153,568 3,074,727 32,916,297 403,952) ( 2,208,440 329,946 27,710,655 215,308 ) P 32,555,781 P 27,534,918 P 32,512,345 P 27,495,347 The breakdown of this account as to currency follows: Group Philippine peso U.S. dollar Others Parent 2009 2008 2009 2008 P 21,520,988 11,034,793 - P 13,909,713 13,593,034 32,171 P 21,477,552 11,034,793 - P 13,870,142 13,593,034 32,171 P 32,555,781 P 27,534,918 P 32,512,345 P 27,495,347 Government bonds and other debt securities issued by resident and non-resident corporations earn interest at 0% to 10.63% per annum in 2009, 2008 and 2007. Government bonds with face value of P262.4 million as of December 31, 2009 and 2008 are deposited with BSP as security for the Bank’s faithful compliance with its fiduciary obligations (see Note 29). Unquoted equity securities consist of club shares, preferred shares and common shares of various unlisted local companies. - 78 - Changes in available-for-sale securities are as follows: Group 2009 Parent 2008 2009 2008 Balance at beginning of year P 27,534,918 P 22,706,106 P 27,495,347 P Additions 120,195,795 122,174,995 120,195,795 Disposals ( 115,329,970 ) ( 102,518,500 ) ( 115,326,220) ( Fair value gains (losses) 656,979 ( 1,310,840 ) 649,364 ( Reclassification to held-to-maturity investments (see Note 12) ( 14,741,578 ) ( Foreign currency revaluation 1,224,735 ( 501,941) (see Note 26) ( 501,941 ) Balance at end of year P 32,555,781 P 27,534,918 P 32,512,345 22,672,266 122,174,986 102,518,500 ) 1,316,562 ) 14,741,578 ) 1,224,735 P 27,495,347 The fair values of government debt and quoted available-for-sale securities (other debt securities and equity shares) have been determined directly by reference to quoted prices generated in an active market. For unquoted available-for-sale equity securities, the fair value is not reliably determinable either by reference to similar financial instruments or through valuation technique using the net present value of the future cash flows. Accordingly, unquoted available-for-sale equity securities are carried at cost. Unrealized fair value gains (losses) on available-for-sale securities directly recognized in other comprehensive income amounted to P1,905,724, (P1,136,737) and P1,759,530 in 2009, 2008 and 2007, respectively, in the Group financial statements, and P1,898,109, (P1,142,469) and P1,751,591 in 2009, 2008 and 2007, respectively, in the Parent Company financial statements. The Group recognized impairment losses amounting to P188,644 in 2009 and P215,268 in 2008 on its investment in a debt security whose market value had significantly declined over a long period of time. The Group recognized the deterioration of the world’s financial markets that occurred in the third quarter of 2008. The enormity and extent of the global credit crisis was crystallized by the substantial government programs instituted by major economies in response to the crisis, including temporary liquidity facilities, outright purchase of commercial papers and mortgaged-backed securities, guarantee of new unsecured debt issued by banks and purchase of equity stakes in financial institutions. Related to the foregoing, in 2008, the Group reclassified certain financial assets as allowed under the amended PAS 39 and PFRS 7. The Group reclassified ROP bond investments with total carrying value of P14,741,578 out of the available-for-sale category to held-to-maturity effective September 10, 2008 (see Note 12). The fair value of the investments as of the date of reclassification is equal to the carrying amount of the investments. Total fair value loss in 2008 recognized in capital funds before reclassification amounted to P225,792. The total fair value loss of P225,792 as at date of reclassification shall remain in equity and will be amortized over the remaining maturity of the ROP bond investments using the effective interest method. Amortization of unrealized losses for the year ended December 31, 2009 and for the period September 10, 2008 to December 31, 2008 amounted to P11,412 and P3,614, respectively. - 79 - At December 31, 2009 and 2008, the carrying value of the reclassified investments amounted to P14,211,082 and P14,745,192, respectively, while the fair value of the investments totaled P14,679,252 and P13,100,784, respectively. The net unrealized fair value loss that would have been recognized in other comprehensive income during the period following the reclassification in 2008 if the reclassification had not been made amounted to P1,612,524. Effective interest rates of the reclassified investments at reclassification date range from 6.38% to 10.63%. 12. HELD-TO-MATURITY INVESTMENTS The composition of this account as of December 31 follows: Group and Parent 2009 2008 Government bonds Other debt securities Fixed rate treasury notes Private bonds and commercial papers Allowance for impairment Net P 22,873,487 P 2,023,115 1,938,308 285,120 22,597,720 285,120 ) 277,200 25,173,802 277,200) ( ( P 24,896,602 20,374,292 P 22,312,600 Held-to-maturity investments as of December 31, 2009 and 2008 include U.S. dollar denominated investments amounting to US$6 million that have been fully provided with allowance for impairment. As to currency, this account is composed of the following: 2009 Foreign currency Philippine peso 2008 P 21,499,654 3,396,948 P 19,189,661 3,122,939 P 24,896,602 P 22,312,600 The maturity profile of this account follows: Group and Parent 2009 2008 Less than one year One to five years Beyond five years P 270,007 2,613,642 22,012,953 P 25 1,190,092 21,122,483 P 24,896,602 P 22,312,600 - 80 - The range of interest rates of held-to-maturity investments per currency follows: 2009 U.S. dollar Philippine peso 2008 2007 6.63% to 11.63% 6.38% to 10.63% Up to 15.5% Up to 15.5% 5% to 10% Up to 15.5% Net interest income on held-to-maturity investments totaled P1,479,484 in 2009, P486,569 in 2008 and P407,159 in 2007 both in the Group and the Bank’s separate financial statements. Changes in held-to-maturity investments are shown below: Group and Parent 2009 2008 Balance at beginning of year Additions Reclassification from available-for-sale securities (see Note 11) Maturities Foreign currency adjustment Balance at end of year P 22,312,600 3,132,552 P ( ( 14,741,578 13,903,381 ) 285,120 ) 15,503) ( 533,047) ( P 24,896,602 2,641,299 19,118,224 P 22,312,600 The fair values of held-to-maturity investments as of December 31 follow: Group and Parent 2009 2008 Government bonds Other debt securities Fixed rate treasury notes Private bonds and commercial papers P 23,914,394 P 2,031,859 2,893,021 285,120 P 25,946,253 17,845,230 P 21,023,371 The fair values were determined through valuation techniques by determining the net present value of estimated future cash flows. - 81 - 13. LOANS AND OTHER RECEIVABLES This account consists of the following as of December 31: Group Receivables from customers: Loans and discounts Bills purchased Customers’ liabilities under acceptances and trust receipts Accrued interest receivable Unearned discounts Allowance for impairment 2008 2009 2008 P 61,238,045 3,863,115 P 57,327,406 3,372,747 P 61,238,045 3,863,115 P 57,327,406 3,372,747 ( ( Other receivables: Securities purchased under reverse repurchase agreement (SPURRA) Unquoted debt securities classified as loans Sales contracts receivable Accounts receivable Installment contracts receivable Allowance for impairment Parent 2009 2,429,860 2,308,756 69,839,776 296,962 ) ( 7,417,793 ) ( 2,868,171 2,383,223 65,951,547 412,515 ) ( 5,763,558 ) ( 2,429,860 2,308,756 69,839,776 296,962) ( 7,417,793) ( 2,868,171 2,383,223 65,951,547 412,515 ) 5,763,558 ) 62,125,021 59,775,474 62,125,021 59,775,474 29,540,000 17,330,000 29,540,000 17,330,000 7,409,555 1,152,885 975,362 11,591,042 1,242,049 1,093,446 7,409,555 1,152,885 930,555 11,591,042 1,242,049 1,051,254 17,348 39,095,150 433,163 ) ( 11,809 31,268,346 318,266 ) ( 39,032,995 430,871) ( 31,214,345 316,504 ) 38,661,987 30,950,080 38,602,124 30,897,841 P 100,787,008 P 90,725,554 P 100,727,145 P 90,673,315 ( Net Current banking regulations allow banks that have no unbooked valuation reserves and capital adjustments required by BSP, to exclude from nonperforming classification those loans classified as loss in the latest examination of the BSP that are fully covered by allowance for credit losses, provided that interest on said receivables shall not be accrued. As of December 31, 2009 and 2008, non-performing loans (NPLs) of the Bank, net of accounts classified as “Loss” that are 100% covered by loan loss reserves, are as follows: Group and Parent 2008 2009 Gross NPLs Less loans classified as “loss” with 100% reserves P Net NPLs P 7,125,985 P 3,927,858 3,927,858 3,198,127 6,701,067 P 2,773,209 As of December 31, 2009 and 2008, total loan loss reserves of the Group amounted to P7,341,016 and P5,740,311, respectively. - 82 - Restructured loans of the Group amounted to P1.2 billion and P1.3 billion as of December 31, 2009 and 2008, respectively. Interest income on these restructured loans amounted to P42.1 million, P45.0 million and P65.2 million in 2009, 2008 and 2007, respectively. The breakdown of total loans and receivable as to secured, with corresponding collateral types, and unsecured loans follows: Group Secured: Government securities Real estate Chattel mortgage Assignment of receivables Deposit hold-out Mortgage trust indentures Others Unsecured Parent 2009 2008 2009 2008 P 29,552,626 11,702,428 4,943,981 918,939 474,891 515,347 48,108,212 P 17,351,181 10,909,305 5,345,492 2,868,792 334,344 928,309 526,783 38,264,206 P 29,552,626 11,685,080 4,943,981 918,939 474,891 470,540 48,046,057 P 17,351,181 10,898,984 5,345,492 2,868,792 334,344 928,309 528,545 38,255,647 60,529,752 58,543,172 60,529,752 58,497,730 P 108,637,964 P 96,807,378 P 108,575,809 P 96,753,377 The breakdown as to secured and unsecured of non-accruing loans of the Group and the Bank reported to the BSP as of December 31 follows: Group and Parent 2009 2008 Secured Unsecured P 1,254,299 6,142,085 P 2,209,676 2,487,887 P 7,396,384 P 4,697,563 The maturity profile of loans and receivables follows: Group Parent 2008 2009 2008 Less than one year P 61,314,828 One year to less than five years 35,542,937 Beyond five years 11,780,199 P 54,286,571 28,509,828 14,010,979 P 61,275,746 35,530,734 11,769,329 P 54,234,627 28,507,771 14,010,979 P 108,637,964 P 96,807,378 P 108,575,809 P 96,753,377 2009 Loans and receivables bear annual interest at the range of 3.5% to 16.5% in 2009, 4.66% to 17% in 2008 and 5.25% to 18% in 2007. - 83 - The breakdown of loans (receivable from customers excluding accrued interest receivable) as to type of interest rate is as follows: Group and Parent 2009 2008 Variable interest rates Fixed interest rate P 49,334,326 18,196,694 P 48,217,622 15,350,702 P 67,531,020 P 63,568,324 The amounts of interest income per type of loans and receivables for each reporting period are as follows: 2009 Receivables from customers P Other receivables UDSCL SPURRA Sales contracts receivable Installment contracts receivable Others 5,107,891 P P P 3,411,644 410,814 244,539 151,743 427,394 164,539 1,354 71,739 1,080 62,369 22,719 38,516 6,991,778 P 5,394,421 P 5,107,688 P 996,479 692,931 121,384 71,739 P 4,523,876 P 2007 996,479 692,931 121,384 2009 Receivable from customers Other receivables UDSCL SPURRA Sales contracts receivable Others Group 2008 6,990,221 P Parent 2008 4,523,609 P 410,814 244,539 151,743 62,369 5,393,074 P 4,064,812 2007 3,432,106 427,394 164,539 38,516 4,062,555 As of December 31, 2009 and 2008, loans and discounts amounting to P677.4 million and P20.8 million, respectively, have been assigned to BSP to secure the Bank’s borrowings under BSP rediscounting privileges (see Note 21). - 84 - The movements in the allowance for impairment of loans and other receivables are summarized below (see Note 19): Group Parent 2008 2009 Balance at beginning of year Impairment losses during the year Other adjustments/transfers Balance at end of year 14. P 6,081,824 P 5,545,300 1,784,955 15,823 ) ( ( P 7,850,956 2009 P 644,184 107,660 ) ( P 6,081,824 2008 6,080,062 P 1,784,955 16,353) ( P 7,848,664 5,544,907 644,184 109,029 ) P 6,080,062 INVESTMENTS IN SUBSIDIARIES This account in the Parent Company financial statements pertains to the Bank’s investments in the following subsidiaries which are carried at cost: % Interest Held UPI UBPSI UDC UBPIBI UCBC Parent 2009 100% 100% 100% 100% 100% 2008 P 624,861 5,000 3,125 2,500 1,000 P 624,861 5,000 3,125 2,500 1,000 P 636,486 P 636,486 The Bank is the ultimate parent company of UPI’s wholly-owned subsidiaries, FUPI and FUDC. No equity investment account is reflected in the Bank’s 2009 and 2008 separate financial statements for FUPI and FUDC since UPI’s investments in these subsidiaries were already eliminated at consolidation level for UPI. Other subsidiaries of the Bank are dormant. IVCC was not included in the consolidation due to immateriality of its account balances. The following table presents financial information for UPI, FUPI and FUDC as of and for the years ended December 31, 2009 and 2008: Liabilities Assets Revenues Net income (loss) 2009 UPI FUPI FUDC P 514,160 718,694 5,367 P 9,324 P 574,263 7,263 14,172 ( P 212,350 4,452 12,018 ) 29,088 1,434 P 528,254 526,500 5,879 P 21,442 378,156 9,007 12,394 ( P 173,911 4,974 13,713 ) 41,190 1,469 2008 UPI FUPI FUDC P - 85 - 15. BANK PREMISES, FURNITURE, FIXTURES AND EQUIPMENT The gross carrying amounts and accumulated depreciation and amortization at the beginning and end of 2009 and 2008 are shown below. Group Land December 31, 2009 Cost Accumulated depreciation and amortization Net carrying amount December 31, 2008 Cost Accumulated depreciation and amortization Net carrying amount January 1, 2008 Cost Accumulated depreciation and amortization Net carrying amount P Buildings 474,188 - P ( 1,878,071 Furniture, Fixtures and Equipment P 209,345 ) ( 2,179,511 Leasehold Rights and Improvements P 1,634,775 ) ( 674,387 Total P 495,877 ) ( 5,206,157 2,339,997 ) P 474,188 P 1,668,726 P 544,736 P 178,510 P 2,866,160 P 476,217 P 1,819,306 P 2,354,679 P 613,677 P 5,263,879 - ( 178,450 ) ( 1,652,119 ) ( 414,032 ) ( 2,244,601 ) P 476,217 P 1,640,856 P 702,560 P 199,645 P 3,019,278 P 438,870 P 1,754,640 P 2,178,158 P 558,932 P 4,930,600 P ( 438,870 133,942 ) ( P 1,620,698 1,401,990 ) ( P 776,168 365,774 ) ( P 193,158 1,901,706 ) P 3,028,894 Parent Land December 31, 2009 Cost Accumulated depreciation and amortization Net carrying amount December 31, 2008 Cost Accumulated depreciation and amortization P 474,188 Net carrying amount P ( - 1,878,071 P 209,345 ) ( 2,166,432 Leasehold Rights and Improvements P 1,622,948 ) ( 671,545 Total P 493,265 ) ( 5,190,236 2,325,558 ) P 474,188 P 1,668,726 P 543,484 P 178,280 P 2,864,678 P 476,217 P 1,819,305 P 2,341,907 P 610,835 P 5,248,264 ( - Net carrying amount January 1, 2008 Cost Accumulated depreciation and amortization Buildings Furniture, Fixtures and Equipment P 1,639,722 ) ( 411,989 ) ( 2,230,160 ) 476,217 P 1,640,856 P 702,185 P 198,846 P 3,018,104 438,870 P 1,754,640 P 2,164,680 P 554,776 P 4,912,966 P 178,449 ) ( ( 438,870 133,942 ) ( P 1,620,698 1,388,167 ) ( P 776,513 364,460 ) ( P 190,316 1,886,569 ) P 3,026,397 - 86 - A reconciliation of the carrying amounts at the beginning and end of 2009 and 2008, of bank premises, furniture, fixtures and equipment is shown below. Group Land Balance at January 1, 2009, net of accumulated depreciation and amortization P Additions Disposals Reclassification/ Adjustments ( Depreciation and amortization charges for the year Balance at December 31, 2009, net of accumulated depreciation and amortization Balance at December 31, 2008, net of accumulated depreciation and amortization 476,217 17,971 P 20,000 ) - - P 1,668,726 438,870 37,347 P 1,620,698 P 62,448 ( ( 476,217 P 544,736 42,290 ) ( P 1,640,856 - ( 3,019,278 244,363 48,335 ) - ( 20,000 ) 57,813 ) ( 329,146 ) P P 178,510 P 2,866,160 776,168 P 197,283 26,490 ) 193,158 54,746 P ( 3,028,894 351,824 26,490 ) 48,259 ) ( 334,950 ) - 244,401 ) ( P Total 199,645 36,678 233,753 ) ( 474,188 - Rights and Improvements 702,560 P 124,264 48,335 ) 37,580 ) ( - P Fixtures and Equipment 1,640,856 P 65,450 ( ( - P Balance at January 1, 2008, net of accumulated depreciation and amortization P Additions Disposals Depreciation and amortization charges for the year Buildings 702,560 P 199,645 P 3,019,278 Parent Land Balance at January 1, 2009, net of accumulated depreciation and amortization P Additions Disposals Reclassifications/ Adjustments ( Depreciation and amortization charges for the year Balance at December 31, 2009, net of accumulated depreciation and amortization P Buildings 476,217 17,971 P 20,000 ) - 1,640,856 P 65,450 ( - ( 474,188 Furniture, Fixtures and Equipment 702,185 P 122,896 48,335 ) - 37,580 ) ( P Leasehold Rights and Improvements 1,668,726 233,262 ) ( P 543,484 P Total 198,846 36,679 - ( 3,018,104 242,996 48,335 ) - ( 20,000 ) 57,245 ) ( 328,087 ) 178,280 P P 2,864,678 - 87 - Land Balance at January 1, 2008, net of accumulated depreciation and amortization P Additions Disposals Depreciation and amortization charges for the year Balance at December 31, 2008, net of accumulated depreciation and amortization P Buildings 438,870 37,347 P 1,620,698 P 62,448 ( ( - Furniture, Fixtures and Equipment 476,217 42,290 ) ( P 1,640,856 Leasehold Rights and Improvements 776,513 P 196,332 26,490 ) 190,316 56,060 702,185 P ( 3,026,397 352,187 26,490 ) 47,530 ) ( 333,990 ) - 244,170 ) ( P Total 198,846 P P 3,018,104 Under BSP rules, investments in bank premises, furniture, fixtures and equipment should not exceed 50% of the Bank’s unimpaired capital. As of December 31, 2009 and 2008, the Bank has satisfactorily complied with this requirement. 16. INVESTMENT PROPERTIES The Group’s investment properties include several parcels of land and buildings held for capital appreciation and are stated at fair value. Investment properties are revalued at every year-end, as determined by independent appraisal companies accredited by the BSP. The breakdown of this account as to type follows: Group 2009 Land Building Land improvements P Parent 2008 2009 2008 8,938,718 1,956,746 1,564,396 P 10,053,879 1,913,895 762,100 P 8,938,718 1,677,063 1,564,396 P 10,053,879 1,619,249 762,100 P 12,459,860 P 12,729,874 P 12,180,177 P 12,435,228 The Net Fair Value Gains and Losses from Investment Properties account is presented under Miscellaneous Income account in the statements of income. Real estate taxes related to these investment properties paid by the Group and recognized as expense for the years 2009, 2008 and 2007 totaled P13.8 million, P14.2 million and P19.8 million, respectively, and are included as part of Taxes and Licenses account in the statements of income. - 88 - The changes in this account can be summarized as follows: Group Balance at beginning of year Fair value gains (losses) Additions Reclassification from other resources (Note 18) Disposals Transfers to sales contracts receivable Rescinded sales Reclassification from bank premises, furniture, fixtures and equipment Balance at end of year ( ( ( Parent 2008 2009 P 12,729,874 P 169,678 ) 576,029 2009 2008 8,075,454 P 12,435,228 P 2,944,179 ( 169,678) 962,849 563,992 7,781,725 2,944,179 958,241 522,582 ) ( 1,154,234 139,511 ) ( 495,582) ( 1,154,234 135,820 ) 202,829 ) ( 49,046 273,450 ) ( - 202,829) ( 49,046 273,450 ) - P 12,459,860 6,119 P 12,729,874 P 12,180,177 6,119 P 12,435,228 Rent income earned by the Group on its investment properties under operating leases amounted to P90,152, P65,160 and P61,043 in 2009, 2008 and 2007, respectively, while rent income earned by the Parent Company on these investment properties amounted to P81,597, P56,914 and P52,331 in 2009, 2008 and 2007, respectively, and is included as part of Rental account under Miscellaneous Income in the statements of income (see Note 26.1). 17. NON-CURRENT ASSETS HELD FOR SALE The balance of this account as of December 31, 2009 and 2008 pertains mainly to chattel and other personal properties that are expected to be sold within one year from the statement of financial position date. On March 23, 2007, the BOD approved the sale to Deutsche Bank AG, London (Deutsche) of several NPLs with carrying amount of P1.48 billion for P356.2 million, resulting to a loss of P1.12 billion. The significant terms of the sale and purchase agreement executed by the Bank and Deutsche follow: (a) All collections and recoveries received by or on behalf of the Bank in respect of an asset will belong to the Bank and will be retained by the Bank to the extent that such collections and recoveries are actually received by the Bank on or prior to the cut-off date. - 89 - (b) The original certificate of eligibility (COE) for the Special Purpose Vehicle (SPV) Act-eligible assets will not be released without the signed and notarized deed of absolute sale from the Bank and Deutsche. For purposes of closing, the certified true photocopy of the original but undated COE of the assets under the SPV Act shall be required. The Bank shall (i) deliver to the BSP the signed and notarized deed of absolute sale promptly after it has been executed and notarized and secure from the BSP the original COE, and (ii) deliver the original COE for the SPV Act-eligible assets to Deutsche promptly after receiving such original COE from the BSP. (c) In the event that the Bank does not obtain the COE for any SPV Act-eligible asset, the Bank shall have the option to sell and if the Bank exercises such option, Deutsche agrees to purchase the said assets at the purchase price allocation. In case the Bank decides not to sell the assets, the purchase price shall be reduced by an amount equivalent to the purchase price allocation for the said asset. (d) The transaction as contemplated pursuant to the agreement with respect to the SPV Act-eligible assets will constitute a true sale, the pre-transfer notification requirement under the SPV Act will be complied with prior to the closing date, and each and every requirement to be completed by the Bank to effect the transaction with respect to the SPV Act-eligible assets, including providing each obligor with the required period for renegotiation and restructuring has been complied with (or will be complied with prior to the closing date). As of December 31, 2008, the Bank was able to obtain substantially all the required COEs for the sale to Deutsche to qualify as SPV-eligible transaction. Under Republic Act (RA) 9182, The SPV Act, the transfer of non-performing assets (NPAs) from a financial institution to SPV shall be subject to prior COE as NPA by the appropriate regulatory authority having jurisdiction over its operations (in the Bank’s case, it is the BSP). BSP Memorandum M-2006-001 lists the procedures for obtaining a COE under the SPV Act. - 90 - 18. OTHER RESOURCES The composition of Other Resources account as of December 31 follows: Group 2009 Deferred tax assets – net (see Note 28) Returned checks and other cash items Computer software – net Prepaid expenses Retirement asset (see Note 27) Sundry debits Other investments Miscellaneous - net Allowance for impairment P ( P Parent 2008 2,173,069 P 1,612,986 2009 P 2008 2,173,113 P 1,613,128 400,407 341,057 82,660 422,096 229,611 232,142 400,407 341,057 76,547 422,096 229,611 230,505 60,165 43,915 7,453 820,684 3,929,410 36,258 ) ( 68,687 284,650 33,826 803,460 3,687,458 39,915 ) ( 58,215 43,915 6,828 774,908 3,874,990 18,559) ( 66,340 284,650 33,202 755,484 3,635,016 22,388 ) 3,893,152 P 3,647,543 P 3,856,431 P 3,612,628 Miscellaneous other resources include foreclosed machineries with carrying amount of P519,430 and P487,998 as of December 31, 2009 and 2008, respectively. Depreciation expense recognized by the Group for these machineries amounted to P48,083 in 2009, 2008 and 2007, and is included as part of Depreciation and Amortization account in the statements of income. The movements in the Computer Software account follow: Group 2009 Balance at beginning of year P Additions Depreciation and amortization charges for the year ( 229,611 161,376 Balance at end of year 341,057 P Parent 2008 P 49,930 ) ( 222,401 43,292 2009 P 36,082 ) ( P 229,611 229,611 161,376 2008 P 49,930) ( P 341,057 222,401 43,292 36,082 ) P 229,611 - 91 - 19. ALLOWANCE FOR IMPAIRMENT Movements in the allowance for impairment are shown below: Group Notes Balance at beginning of year: Available-for-sale securities Held-to-maturity investments Loans and other receivables Non-current assets held-for-sale Other resources 11 P 215,308 Parent 2008 P 2009 40 P 215,308 2008 P 40 12 285,120 247,680 285,120 247,680 13 6,081,824 5,545,300 6,080,062 5,544,907 18 Movements during the year: Provision for impairment Write-off/sale Adjustments/ reclassifications Balance at end of year: Available-for-sale securities Held-to-maturity investments Loans and other receivables Other resources 2009 ( 39,915 1,286,015 52,349 6,622,167 1,973,599 ( 27,400 ) ( 22,388 1,285,773 34,775 7,131,384 6,602,878 7,113,175 859,405 1,286,015 ) 1,973,599 ( 859,452 1,285,773 ) 28,102) ( 83,976 ) 82,607 ) ( 1,946,199 ( 509,217 ) 1,945,497 ( 510,297 ) 11 403,952 215,308 403,952 215,308 12 277,200 285,120 277,200 285,120 13 18 7,850,956 36,258 6,081,824 39,915 7,848,664 18,559 6,080,062 22,388 P 8,568,366 P 6,622,167 P 8,548,375 P 6,602,878 With the foregoing level of allowance for impairment and credit losses, management believes that the Group has sufficient allowance for any losses that the Group may incur from the noncollection or nonrealization of its receivables and other risk assets. - 92 Reconciliation of the allowance for impairment by class follows: Group 2009 Loans and Receivables Corporate * Balance at beginning of year Provision during the year Other adjustments P Balance at end of year P Commercial Accounts Receivable Consumer 3,436,746 P 884,796 11,639 ( 172,260 P 16,533 30,196 ) ( 2,063,877 P 710,555 1) 316,777 114,367 531 P 4,333,181 158,597 2,774,431 431,675 P P P P Sales and Installment Contract Receivable Accrued Interest Receivable 23,247 53,530 - P 1,489 P ( 76,777 Other Loan Accounts 1) P 1,488 P Availablefor-sale Securities Total Held-tomaturity Investments Other Resources and Noncurrent Assets Held-for-sale 67,428 P 5,174 2,205 ( 6,081,824 P 1,784,955 15,823 ) 215,308 P 188,644 ( 285,120 P 7,920 ) ( 74,807 P 7,850,956 P 403,952 P 277,200 P 403,952 - P 277,200 - P 403,952 P 277,200 P 39,915 Total P 6,622,167 1,973,599 27,400 ) 36,258 P 8,568,366 36,258 P 5,607,774 2,960,592 36,258 P 8,568,366 3,657 ) ( * Corporate includes accounts under Asset Recovery Group. Other loan accounts includes Bills Purchase, Branch Loans, HR Loans and Salary Loans. Impairment at end of year broken down as to individual and collective assessment: Individual impairment Collective impairment P P 4,295,008 38,173 P 4,333,181 P 43,180 115,417 P 158,597 P 2,018 2,772,413 P 2,774,431 P 431,675 - P 431,675 P 76,777 - P 76,777 P 1,488 P 1,488 P 40,218 P 34,589 4,890,364 2,960,592 P 74,807 7,850,956 P P - Parent 2009 Loans and Receivables Corporate Balance at beginning of year Provision during the year Other adjustments P Balance at end of year P Commercial Accounts Receivable Consumer Accrued Interest Receivable 3,436,746 P 884,796 11,639 ( 172,260 P 16,533 30,196 ) ( 2,063,877 P 710,555 1) 316,504 114,367 - P 4,333,181 158,597 2,774,431 430,871 P P P P 23,247 53,530 Sales and Installmesnt Contract Receivable P 76,777 P - Other Loan Accounts P P Availablefor-sale Securities Total Held-tomaturity Investments Other Resources and Noncurrent Assets Held-for-sale 67,428 P 5,174 2,205 ( 6,080,062 P 1,784,955 16,353 ) 215,308 P 188,644 ( 285,120 P 7,920 ) ( 74,807 P 7,848,664 P 403,952 P 277,200 P 403,952 - P 277,200 - P 403,952 P 277,200 P 22,388 Total P 6,602,878 1,973,599 28,102 ) 18,559 P 8,548,375 18,559 P 5,587,783 2,960,592 18,559 P 8,548,375 3,829 ) ( * Corporate includes accounts under Asset Recovery Group. Other loan accounts includes Bills Purchase, Branch Loans, HR Loans and Salary Loans. Impairment at end of year broken down as to individual and collective assessment: Individual impairment Collective impairment P P 4,295,008 38,173 P 4,333,181 P 43,180 115,417 P 158,597 P 2,018 2,772,413 P 2,774,431 P 430,871 - P 430,871 P 76,777 - P 76,777 P - P P 40,218 P 34,589 4,888,072 2,960,592 P 74,807 7,848,664 P P - - 93 Group 2008 Loans and Receivables Corporate Balance at beginning of year Provision during the year Sale to SPV Other adjustments P ( Balance at end of year P Commercial Consumer 3,403,173 P 147,991 114,418 ) 39,736 132,524 - P P 172,260 P 3,436,746 Accounts Receivable Accrued Interest Receivable 290,811 P 25,966 ( 61,133 Sales Contract Receivable 1,700,208 363,669 - P P 2,063,877 P 316,777 P 23,247 P 2,019 2,061,858 P 316,777 - P 23,247 - P 2,063,877 P 316,777 P 23,247 P - 2,786 Other Loan Accounts Total Held-tomaturity Investments P 47,453 P 19,975 ( 5,545,300 P 644,184 107,660 ) 40 215,268 - P 247,680 P ( ( 37,440 ( 1,489 P 67,428 P 6,081,824 P 215,308 P 285,120 1,489 P 67,428 P - 3,812,954 2,268,870 P 215,308 - P 1,489 P 67,428 6,081,824 P 215,308 P 37,886 ) ( Availablefor-sale Securities Other Resources and Noncurrent Assets Held-for-sale 1,297 ) Total 1,338,364 P 47 ) 1,286,015 ) ( 12,387 ) ( 7,131,384 859,405 1,286,015 ) 82,607 ) P 39,915 P 6,622,167 285,120 - P 39,915 - P 4,353,297 2,268,870 285,120 P 39,915 P 6,622,167 Impairment at end of year broken down as to individual and collective assessment: Individual impairment Collective impairment P P 3,353,330 83,416 P 3,436,746 P 48,664 123,596 P 172,260 P - P Parent 2008 Loans and Receivables Corporate Balance at beginning of year Provision during the year Sale to SPV Other adjustments Balance at end of year P ( P Commercial Consumer 3,403,173 P 147,991 114,418 ) 39,736 132,524 - P 3,436,746 172,260 P P Accounts Receivable Accrued Interest Receivable 290,811 P 25,693 ( 61,133 Sales Contract Receivable 1,700,208 363,669 - P P 2,063,877 P 316,504 P 23,247 P - 2,786 Other Loan Accounts Availablefor-sale Securities Total Held-tomaturity Investments Other Resources and Noncurrent Assets Held-for-sale P 47,060 P 20,368 ( 5,544,907 P 644,184 109,029 ) 40 215,268 - P 247,680 P ( 37,440 ( - P 67,428 P 6,080,062 P 215,308 P 285,120 37,886 ) ( 2,786 ) Total 1,320,548 P 1,285,773 ) ( 12,387 ) ( 7,113,175 859,452 1,285,773 ) 83,976 ) P 22,388 P 6,602,878 Impairment at end of year broken down as to individual and collective assessment: Individual impairment Collective impairment P 3,353,330 83,416 P 48,664 123,596 P 2,019 2,061,858 P 316,504 - P 23,247 - P - P 67,428 - P 3,811,192 2,268,870 P 215,308 P - 285,120 - P 22,388 - P 4,383,165 2,219,713 P 3,436,746 P 172,260 P 2,063,877 P 316,504 P 23,247 P - P 67,428 P 6,080,062 P 215,308 285,120 P 22,388 P 6,602,878 P - 94 20. DEPOSIT LIABILITIES The breakdown of deposit liabilities account follows: Group 2009 Due to banks: Demand Savings Time Due to customers: Demand Savings Time P Parent 2008 165,853 691,747 71,824 P 209,842 59,346 1,115,411 2009 P 2008 165,853 691,747 71,824 P 209,842 59,346 1,115,411 929,424 1,384,599 929,424 1,384,599 105,682,961 16,963,870 70,932,122 90,247,327 14,498,196 55,290,909 105,810,035 17,577,528 70,932,122 90,400,778 14,893,397 55,290,909 193,578,953 160,036,432 194,319,685 160,585,084 P 194,508,377 P 161,421,031 P 195,249,109 P 161,969,683 The breakdown of deposit liabilities account as to currency follows: Group Philippine peso Foreign currency Parent 2009 2008 2009 2008 P 132,467,718 62,040,659 P 110,305,983 51,115,048 P 133,208,450 62,040,659 P 110,854,635 51,115,048 P 194,508,377 P 161,421,031 P 195,249,109 P 161,969,683 The maturity profile of this account is presented below: Group Less than one year One to five years Beyond five years Parent 2009 2008 2009 2008 P 194,156,872 344,575 6,930 P 160,863,781 146,241 411,009 P 194,897,604 344,575 6,930 P 161,412,433 146,241 411,009 P 194,508,377 P 161,421,031 P 195,249,109 P 161,969,683 Deposit liabilities bear interest at rates ranging from 0% to 8.90% in 2009 and from 0% to 7.93% in 2008 per annum. Demand and savings deposits usually have either fixed or variable interest rates while time deposit has fixed interest rates. - 95 Interest expense on deposit liabilities for 2009, 2008 and 2007 are broken down as follows: Group 2008 2009 Demand Savings Time P 3,047,206 378,818 1,738,986 P 1,973,947 281,807 1,800,419 P 1,781,076 307,111 1,972,168 P P 4,056,153 P 4,060,355 5,165,010 Parent 2008 2009 Demand Savings Time 2007 2007 P 3,048,391 378,818 1,738,986 P 1,974,624 317,193 1,800,419 P 1,781,076 340,023 1,972,168 P 5,166,195 P 4,092,236 P 4,093,267 Under existing BSP regulations, non-FCDU deposit liabilities of the Bank are subject to liquidity reserve equivalent to 11% and statutory reserve equivalent to 8% (under BSP Circular 632). As of December 31, 2009 and 2008, the Group is in compliance with such regulations. Liquidity and statutory reserves as of December 31, 2009 and 2008 are as follows: Group and Parent 2008 2009 Cash and other cash items Due from BSP 21. P 3,510,287 20,522,050 P 3,105,691 18,130,301 P 24,032,337 P 21,235,995 BILLS PAYABLE Bills payable consist of borrowings from: Group 2009 Banks, other financial institutions and individuals BSP Parent 2008 2009 2008 P 377,909 677,428 P 2,135,648 20,789 P 377,409 677,428 P 2,135,148 20,789 P 1,055,337 P 2,156,437 P 1,054,837 P 2,155,937 Bills payable to banks, other financial institutions and individuals consist mainly of amortized cost of borrowings in the form of short-term borrowings. - 96 Bills payable to BSP mainly represent short-term borrowings availed of under the rediscount facility of the BSP. These are collateralized by eligible loans (see Note 13). The breakdown of bills payable as to currency follows: Group Parent 2008 2009 Philippine peso Foreign currency 2009 2008 P 910,757 144,580 P 1,253,152 903,285 P 910,257 144,580 P 1,252,652 903,285 P 1,055,337 P 2,156,437 P 1,054,837 P 2,155,937 All of the Group’s bills payable mature within one year from statement of financial position date. The breakdown of interest expense on bills payable follow: 2009 Banks and other financial institutions BSP Group and Parent 2008 2007 P 60,598 10,660 P 232,495 5,374 P 638,785 1,951 P 71,258 P 237,869 P 640,736 The range of interest rates of bills payable per currency follows: Philippine peso Foreign currency 22. 2009 Group and Parent 2008 2007 3.5% to 12% 1.25% to 6.5% 2.6% to 6.13% 0.5% to 5.26% 4.75% to 12% Up to 6.5% NOTES PAYABLE The Group’s notes payable as of December 31, 2009 and 2008 of P5,037,100 and P1,287,100, respectively, pertain to the outstanding balance of unsecured subordinated notes (the Notes), of which P3,750,000 was issued by the Group on October 14, 2009 due on October 14, 2019 and callable on October 15, 2014; and P1,287,100 was issued by the former iBank on March 23, 2006 due on September 24, 2016 and callable on September 23, 2011. Among the significant terms and conditions of the Notes follow: a. The Notes was issued on the initial issue date at 100% of the face value of the Notes. Subsequent issuance of the Notes, if any, will be issued at par, discount or premium depending on market conditions at the time of its issuance (and will include a price adjustment for interest accrued as of the initial issue date) based on a formula to be uniformly applied per tranche; - 97 b. The Notes shall not be used as collateral for any loan made by the Parent Company or any of its subsidiaries and affiliates. The Noteholders or their transferees shall not be allowed, and waive their right to set-off any amount that may be due the Parent Company; c. The Notes constitute direct, unconditional, unsecured and subordinated obligations of the Parent Company. Claims of Noteholders in respect of the Notes shall at all times rank pari passu and without any preference among themselves; and, d. The Notes shall not be redeemable or terminable at the instance of the Noteholders before the maturity date, unless otherwise expressly provided therein. The P3,750,000 Notes bear interest at the rate of 7.375% per annum payable quarterly in arrears to the Noteholders on October 14, January 14, April 14, and July 14 of each year, with the first interest payment date on January 14, 2010 for the period from and including the issue date up to but excluding the first banking day of the 21st interest period (if the call option is not exercised) or the call option date (if the call option is exercised). The interest rate from and including October 14, 2014 up to but excluding October 14, 2019 will be reset and such step-up interest rate shall be payable to the Noteholders beginning on the 21st interest period up to the last interest period in the event that the Parent Company does not exercise the call option; On the other hand, the P1,287,100 Notes bear interest at the rate of 9.5% per annum payable semi-annually in arrears to the noteholders on September 23 and March 23 of each year, with the first interest payment date on September 23, 2006 for the period from and including the issue date up to but excluding the last day of the 11th interest period (if the call option is not exercised) or the call option date (if the call option is exercised). The interest rate from and including September 23, 2011 up to but excluding September 23, 2016 will be reset and such step-up interest rate shall be payable to the noteholders beginning on the 12th interest period up to the last interest period in the event that the Bank does not exercise the call option. - 98 23. OTHER LIABILITIES Other liabilities consist of the following as of December 31: Group 2009 Domestic bills purchased Managers’ checks Due to Treasurer of the Philippines Accrued taxes and other expenses Accounts payable Derivative liabilities (see Note 10) Accrued interest payable Payment orders payable Other dormant credits Withholding taxes payable Due to BSP Miscellaneous P Parent 2008 3,779,570 2,794,295 P 3,142,492 2,687,612 2009 P 2008 3,779,570 2,794,295 P 3,142,492 2,687,612 2,018,754 1,897,853 2,018,754 1,897,853 1,324,909 821,703 704,834 1,363,521 793,128 813,242 373,675 1,367,215 453,785 364,939 249,928 181,360 53,284 23,272 414,355 913,525 395,176 107,357 89,721 59,319 72,065 586,300 453,785 364,840 249,928 181,360 53,040 23,272 395,253 913,525 395,077 107,357 89,721 58,892 72,065 519,367 P 12,480,154 P 12,019,775 P 11,920,467 P 11,624,851 The breakdown of Accrued Taxes and Other Expenses account follows: Group 2009 Pre-need reserve Accrued income and other taxes Accrued sick leave benefits Others P P 380,870 87,166 328,643 P 24. 528,230 1,324,909 Parent 2008 327,649 2009 P 124,574 90,893 161,718 P 704,834 P 2008 - P - 379,444 87,166 326,518 P 122,939 90,893 159,843 793,128 P 373,675 CAPITAL FUNDS 24.1 Common Stock The Bank’s common stock at December 31, 2009 and 2008 of P6,414,224 consists of 641.4 million shares with P10 par value. The authorized capital stock of the Bank is at 670 million shares. On January 30, 2007, the Bank issued a total of 176,456 common shares (net of eight fractional shares) to outstanding stockholders of the former International Exchange Bank (“iBank”)pursuant to the Plan of Merger between the Bank and the former iBank which was approved by the SEC on August 28, 2006. The Plan of Merger provided for the conversion of outstanding iBank shares of stock to the Bank’s common shares at the ratio of 0.656 UnionBank share for each iBank share. - 99 On February 2, 2007, the BOD of the Bank approved the proposal of management to raise capital of approximately US$100 million by issuance of new shares to enhance the Bank’s capital adequacy ratio in anticipation of Basel II requirements that would take effect in July 2007. The new shares as well those issued on January 30, 2007 above-mentioned, came from the authorized capital stock of the Bank that remain unissued as of the beginning of 2007, totaling 118,754,036 shares. The summary of issuance of new shares by the Bank in 2007 follows: a. The Bank issued 78,300,000 new shares at P59 per share in April and May 2007. The offer comprised of 59,040,000 shares to buyers outside the Philippines and the United States (except for qualified international buyers in reliance on Rule 144A under the U.S. Securities Act); 4,500,000 shares under rights offering to shareholders of the Bank who did not waive their pre-emptive rights in a proportion of one share for every 6.127 share held as of record date of May 2, 2007; and domestic offer of 14,760,000 shares to various local and foreign investors. b. On May 16, 2007, pursuant to the aforesaid offering requirements, the Bank issued 11,700,000 shares to its international lead manager in the international offering of the Bank’s common shares to cover over-allotments. 24.2 Surplus Free The following is a summary of the dividends declared and distributed by the Group in 2009, 2008 and 2007: Date of Declaration Date of Record Date of Payment February 27, 2009 May 27, 2009 February 20, 2008 May 7, 2008 May 4, 2007 July 18, 2007 June 23, 2009 May 30, 2008 July 27, 2007 Date of BSP Approval May 11, 2009 April 21, 2008 June 29, 2007 Dividend per Share P 1.12 1.80 1.60 Shares Outstanding 641,422,420 641,422,420 641,422,420 Total Amount P 718,392 1,154,560 1,026,276 In compliance with BSP regulations, the Bank ensures that adequate reserves are in place for future bank expansion requirements. The foregoing cash dividend declarations were made within the BSP’s allowable limit of dividends. 24.3 Capital Allocation The allocation of capital between specific operations and activities is, to a large extent, driven by optimization of the return achieved on the capital allocated. The amount of capital allocated to each operation or activity is based primarily upon the regulatory capital, but in some cases the regulatory requirements do not reflect fully the varying degree of risk associated with different activities. In such cases the capital requirements may be flexed to reflect differing risk profiles subject to the overall level of capital to support a particular operation or activity not falling below the minimum required for regulatory purposes. The process of allocating capital to specific operations and activities is undertaken independently of those responsible for the operation and is subject to review by the ALCO. - 100 Although maximization of the return on risk-adjusted capital is the principal basis used in determining how capital is allocated within the Bank to particular operations or activities, it is not the sole basis used for decision making. Also taken into considerations are synergies with other operations and activities, the availability of management and other resources, and the fit of the activity with the Bank’s longer term strategic objectives. The Bank’s policies in respect of capital management and allocation are reviewed regularly by its BOD. 24.4 Restatement of 2007 Financial Statements The balance of the Surplus Free and other statement of condition accounts as of December 31, 2007 and net income for the year ended December 31, 2007 have been restated to reflect the effects of the retrospective amendments in 2008 of the term sheets of the UBS Notes acquired by the Bank in 2007 through its FCDU. Prior to the amendment, the UBS Notes were considered compound financial instruments, with embedded derivative; hence, the derivative portion was bifurcated and measured at fair value while the host contract was classified as AFS financial instrument. In October 2008, the contracts of the Bank with UBS in connection with the UBS Notes were revised in such a way that the investments became ordinary UDSCL. Under the revised terms, which are made effective retroactively from 2007, the Bank is directly exposed to the credit risk of the issuer of the reference securities, exchange rate fluctuations of IDR against the US dollars and the convertibility risk of IDR. The UBS Notes were also deleveraged. As a result, the UBS Notes were classified as UDSCL under Loans and Receivables measured at amortized cost. The following schedules present the 2007 condensed statement of condition and income statement as previously reported, restatement adjustments and the restated balances: Group Restatements As Previously Reported Resources: Available-for-sale securities Loans and other receivables – net Total Resources Liabilities: Loans payable Derivative liabilities Total Liabilities Capital Funds: Surplus free Net unrealized gain on available-for-sale securities Total Capital Funds Total Liabilities and Capital Funds P 25,937,559 43,924,206 188,524,290 1,265,138 161,327,349 Add (Deduct) (P ( 3,231,453 ) 10,016,235 6,784,782 7,392,323 824,333 ) 6,567,990 Restated Balance P 22,706,106 53,940,441 195,309,072 7,392,323 440,805 167,895,339 14,523,946 77,526 14,601,472 349,386 27,196,941 188,524,290 139,267 216,793 6,784,782 488,653 27,413,734 195,309,072 - 101 Group Restatements As Previously Reported Income Statement: Interest income on investment and trading securities Trading gain Miscellaneous income Net Income Basic Earnings per Share 2,475,033 736,100 2,094,941 2,900,829 4.76 Add (Deduct) ( Restated Balance 76,235 ) 645,515 491,754 ) 77,526 0.13 ( 2,398,798 1,381,615 1,603,187 2,978,355 4.89 Parent Resources: Available-for-sale securities Loans and other receivables – net Total Resources As Previously Restatements Add Restated Reported (Deduct) Balance P 25,903,719 43,844,384 188,732,866 Liabilities: Loans payable Derivative liabilities Total Liabilities 1,265,138 161,439,773 Capital Funds: Surplus free Net unrealized gain on available-for-sale securities Total Capital Funds Total Liabilities and Capital Funds Income Statement: Interest income on investment and trading securities Trading gain Miscellaneous income Net Income Basic Earnings per Share 25. P (P 3,231,453 ) 10,016,235 6,784,782 P 7,392,323 824,333 ) 6,567,990 ( 22,672,266 53,860,619 195,517,649 7,392,323 440,805 168,007,763 14,550,284 77,526 14,627,810 419,200 27,293,093 188,732,866 139,267 216,793 6,784,783 558,467 27,509,886 195,517,649 2,475,033 736,060 2,020,910 2,876,570 4.76 (P ( 76,235 ) 645,515 491,754 ) 77,526 0.09 P 2,398,798 1,381,575 1,529,156 2,954,096 4.85 SERVICE CHARGES, FEES AND COMMISSIONS This account is broken down as follows: Group 2008 2009 Service charges Bank commissions Others 2007 P 539,185 104,279 36,871 P 629,101 116,118 16 P 657,138 158,226 23,871 P 680,335 P 745,235 P 839,235 - 102 Parent 2008 2009 Service charges Bank commissions Others 26. 2007 P 539,185 104,279 36,871 P 629,047 117,796 17 P 656,486 158,226 23,711 P 680,335 P 746,860 P 838,423 MISCELLANEOUS INCOME AND EXPENSES 26.1 Miscellaneous Income (Charges) Miscellaneous income is composed of the following: Notes Foreign exchange gains (losses) – net 10, 11, 12 Fair value gains (losses) on investment properties 16 Gains from acquisition of investment properties Premium revenues Penalties Rental 16, 33 Income from trust operations 29 Gain (loss) from sale of assets Dividend Reversal of long outstanding liabilities Recoveries on impaired accounts Financial advisory fee Others P ( ( P Notes Foreign exchange gains (losses) – net 10, 11, 12 Fair value gains (losses) on investment properties 16 Gains from acquisition of investment properties Penalties Rental 16, 33 Income from trust operations 29 Gain (loss) from sale of assets Dividend Reversal of long outstanding liabilities Recoveries on impaired accounts Financial advisory fee Others Group 2008 2009 2,337,321 (P ( ( 1,770,046 ) ( P 410,385 ) 169,678) 2,944,179 77,122 166,532 158,839 149,441 97,064 76,498 63,867) 24,021 69,979 138,063 134,318 71,629 95,802 20,676 20,232 671,166 63,258 297,331 66,589 112,616 89,412 20,093 - - 203,013 371,226 236,169 190,433 99,000 123,539 3,147,397 P 2,337,321 1,961,001 P Parent 2008 2009 P 2007 (P 1,603,187 2007 1,770,046 ) ( P 410,385 ) 169,678) 2,944,179 77,122 166,532 149,441 88,509 76,235 63,867) 23,772 69,979 134,318 63,383 95,521 20,676 20,139 671,166 297,331 57,877 113,749 89,412 19,563 315,683 233,768 203,013 190,433 99,000 120,875 P 2,923,948 P 1,811,917 P 1,529,156 - 103 26.2 Miscellaneous Expenses The breakdown of miscellaneous expenses follows: Group 2008 2009 Insurance Outside services Repairs and maintenance Management and professional fees Communication Stationery and supplies Litigation Representation and entertainment Supervision fees Advertising and publicity Transportation and travel Others P 389,979 338,297 231,036 202,267 187,863 133,775 105,762 102,319 76,135 32,809 31,634 478,176 P 295,610 274,300 161,491 148,247 136,214 84,929 191,287 118,636 62,527 41,948 30,840 291,970 P 330,293 287,558 194,634 215,772 138,553 74,153 286,119 149,842 68,631 60,272 23,726 152,072 P 2,310,052 P 1,837,999 P 1,981,625 Parent 2008 2009 Insurance Outside services Repairs and maintenance Management and professional fees Communication Stationery and supplies Litigation Representation and entertainment Supervision fees Advertising and publicity Transportation and travel Others 27. 2007 2007 P 388,838 337,517 229,805 203,642 187,178 133,297 105,762 101,136 76,135 32,784 31,063 300,689 P 294,074 273,921 160,788 153,414 135,099 84,387 191,287 117,209 62,527 41,554 30,232 165,388 P 329,800 287,270 192,501 213,311 138,257 73,878 286,119 148,409 67,440 60,234 23,228 104,123 P 2,127,846 P 1,709,880 P 1,924,570 SALARIES AND EMPLOYEE BENEFITS 27.1 Salaries and Employee Benefits Expense Expenses recognized for employee benefits are as follows: Group 2008 2009 Salaries and wages Fringe benefits Bonuses Retirement benefits Social security costs Other benefits 2007 P 970,309 493,235 400,944 185,487 44,248 47,569 P 915,165 357,513 254,000 175,151 43,599 43,563 P 873,505 416,478 304,000 115,917 44,259 21,396 P 2,141,792 P 1,788,991 P 1,775,555 - 104 Parent 2008 2009 Salaries and wages Fringe benefits Bonuses Retirement benefits Social security costs Other benefits 2007 P 959,279 491,332 400,944 185,090 43,808 47,332 P 903,720 356,908 254,000 173,304 43,144 43,508 P 862,748 416,369 304,000 116,024 43,851 21,286 P 2,127,785 P 1,774,584 P 1,764,278 27.2 Retirement Benefits Expense The Group maintains a tax-qualified, noncontributory retirement plan that is being administered by the Bank’s Trust and Investment Services Group covering all regular full-time employees. Under this retirement plan, all covered employees are entitled to cash benefits after satisfying certain age and service requirements. Actuarial valuations are made annually to update the retirement benefit costs and the amount of contributions. The Bank maintains two separate retirement plans for UnionBank and former iBank employees, hence, the Bank presents retirement information in its financial statements separately for the two plans. The amounts of retirement benefit asset recognized are determined as follows (see Note 18): Group 2009 Present value of the obligation Fair value of plan assets Deficiency of plan assets Asset ceiling limit Unrecognized actuarial losses P 1,401,222 P 914,714 486,508 469 547,142) ( ( Retirement benefit asset 2008 P 60,165 1,132,843 631,688 501,155 1,425 571,267 ) P 68,687 Parent UnionBank Plan 2008 2009 Present value of obligation P Fair value of plan assets Deficiency of plan assets Unrecognized actuarial losses ( Retirement benefit asset P 1,171,212 P 700,924 470,288 483,251 ) ( 12,963 P Former iBank Plan 2009 2008 966,301 P 478,740 487,561 515,849 ) ( 28,288 P 224,897 P 206,250 18,647 63,899) ( 45,252 P 163,018 146,686 16,332 54,384 ) 38,052 - 105 The movements in the present value of the retirement benefit obligation recognized in the books follow: Group 2008 2009 Balance at beginning of year Current service cost Interest cost Actuarial (gains) losses Benefits paid by the plan P 1,132,843 P 67,929 132,332 123,880 ( 55,762) ( P 1,401,222 ( Balance at end of year 1,119,106 98,802 89,012 103,891 ) 70,186 ) P 1,132,843 Parent UnionBank Plan 2009 2008 Balance at beginning of year Current service cost Interest cost Actuarial (gains) losses Benefits paid by the plan Balance at end of year P 966,301 P 54,396 112,864 76,132 ( 38,481 ) ( ( P 1,171,212 P Former iBank Plan 2009 2008 887,705 P 72,860 69,862 44,918 ) 19,208 ) ( 163,018 P 13,167 19,040 46,952 ( 17,280) ( 227,683 25,494 18,875 58,056 ) 50,978 ) 966,301 224,897 163,018 P P The movements in the fair value of plan assets follow: Group 2009 Balance at beginning of year Contributions paid into the plan Benefits paid by the plan Actuarial gains Expected return on plan assets P 631,688 P 176,965 55,762) ( 120,132 ( 41,691 P 914,714 ( Balance at end of year 2008 633,830 177,847 70,186 ) 147,801 ) 37,998 P 631,688 Parent UnionBank Plan 2008 2009 Balance at beginning of year P Contributions paid into the plan Benefits paid by the plan ( Actuarial gains Expected return on plan assets 478,740 Balance at end of year 700,924 P P 144,998 38,481 ) ( 84,070 ( 31,597 431,657 Former iBank Plan 2009 2008 P 143,602 19,208 ) ( 103,210 ) 25,899 P 478,740 146,686 P 31,967 17,280) ( 35,196 ( 9,681 P 206,250 195,823 34,245 50,978 ) 44,153 ) 11,749 P 146,686 - 106 The plan assets consist of the following: Group 2009 Investments in: Equity securities Debt securities Bank deposits Others 2008 P 509,359 396,875 4,049 4,431 P 268,983 353,545 1,471 7,689 P 914,714 P 631,688 Parent UnionBank Plan 2008 2009 Investments in: Equity securities Debt securities Bank deposits Others Former iBank Plan 2009 2008 P 355,624 338,636 2,981 3,683 P 256,525 215,822 1,444 4,949 P 146,583 57,873 1,047 747 P 12,458 131,489 2,739 P 700,924 P 478,740 P 206,250 P 146,686 Actual returns on plan assets were P115.7 million in 2009 and P79.5 million in 2008 for UnionBank and P44.9 in 2009 and P33.4 million in 2008 for iBank. The amounts of retirement benefits recognized in the statement of income are as follows: Group 2009 Current service costs Interest costs Expected return on plan assets Net actuarial losses recognized Asset ceiling limit P ( P 67,929 132,332 41,691) 26,448 469 2008 P ( P 185,487 2007 98,802 P 89,012 37,998 ) ( 23,910 1,425 175,151 P 93,077 73,440 70,581 ) 19,899 82 115,917 Parent UnionBankPlan 2008 2009 Current service costs Interest costs Expected return on plan assets Net actuarial losses recognized P ( P 54,396 112,864 31,597) 24,660 160,323 P ( P 2007 72,860 P 69,862 25,899 ) ( 21,693 138,516 P 63,266 54,743 47,758 ) 17,049 87,300 - 107 iBank Plan 2008 2009 Current service costs Interest costs Expected return on plan assets Net actuarial losses recognized P 13,167 19,040 9,681) 2,241 ( P P 25,494 P 18,875 11,749 ) ( 2,168 29,462 18,504 22,091 ) 2,849 P 34,788 28,724 ( 24,767 2007 P The movements in retirement benefit asset are as follows: Group 2009 Balance at beginning of year Expense recognized Actual contributions P 68,687 P 185,487) ( 176,965 ( Balance at end of year 2008 P 65,991 175,151 ) 177,847 P 60,165 68,687 Parent Former iBank Plan 2009 2008 UnionBank Plan 2009 2008 Balance at beginning of year Expense recognized Actual contributions P ( Balance at end of year 28,288 P 160,323 ) ( 144,998 P 12,963 23,202 P 138,516 ) ( 143,602 P 28,288 P 38,052 P 24,767) ( 31,967 38,595 34,788 ) 34,245 45,252 38,052 P Presented below are the historical information related to the present value of the retirement benefit obligation, fair value of plan assets and excess or deficit in the plan, as well as experience adjustments arising on plan assets and liabilities. UnionBank Plan 2009 Present value of the obligation Fair value of plan assets Deficit (excess) in the plan ( 2008 P 1,171,212 P 700,924) ( P 470,288 P P 19,295 84,070 ( 2006 2005 966,301 P 478,740) ( 887,705 P 431,657) ( 710,946 P 397,985 ) ( 311,518 325,112 ) 487,561 456,048 (P 312,961 ) (P 13,594 ) P 2008 2009 Experience adjustments arising on plan liabilities Experience adjustments arising on plan assets 2007 P 41,614 103,211 ) ( 2007 P 63,199 26,992 ) 2006 P 292,744 28,036 - 108 Former iBank Plan 2009 Present value of the obligation Fair value of plan assets Deficit in the plan P ( P 2008 224,897 206,250) P P 2009 Experience adjustments arising on plan liabilities Experience adjustments arising on plan assets P 163,018 P 146,686 ) ( ( 18,647 2007 16,332 P 2008 227,683 195,823 ) 31,860 2007 25,077 (P 10,336 ) ( P 35,196 ( 44,153 ) 34,141 ) 2,346 The Bank expects to contribute P163.9 million for the UnionBank Plan and P32.9 million for the Former iBank Plan in 2010. In determining the retirement benefits, the following actuarial assumptions were used: Parent UnionBank Plan 2008 2009 Retirement age Average remaining working life Discount rate Expected return on plan assets Expected rate of salary increase Former iBank Plan 2009 2008 60 27 years 8.68% 7.20% 60 28 years 7.87% 6.00% 60 25 years 8.45% 7.20% 60 23 years 8.29% 6.00% 8.00% 7.00% 8.00% 7.00% Assumptions regarding future mortality and disability are based on published statistics and mortality tables. The overall expected long-term rate of return on assets is 6.6%. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments. - 109 28. TAXES 28.1 Current and Deferred Taxes The components of tax expense reported in the statements of income for the years ended December 31, 2009, 2008 and 2007 are as follows: Group 2008 2009 Current tax expense: Final tax at 20% and 7.5% Regular corporate income tax (RCIT) at 30% in 2009 and at 35% in 2008 and 2007 Minimum corporate income tax (MCIT) at 2% Deferred tax expense (income): Deferred tax relating to origination and reversal of temporary differences P ( Tax expense reported in the Group statements of income P 598,287 P Deferred tax expense (income): Deferred tax relating to origination and reversal of temporary differences Tax expense reported in the Parent statements of income P ( P 433,544 P 369,898 614 691 234,517 56,645 655,546 70,881 505,116 275 604,690 560,083) 334,932 95,463 P 597,955 ( 840,048 552,455 ) P Parent 2008 2009 Current tax expense: Final tax at 20% and 7.5% Regular corporate income tax (RCIT) at 30% in 2009 and at 35% in 2008 and 2007 Minimum corporate income tax (MCIT) at 2% 2007 P 52,235 2007 433,352 P 363,316 - - 232,818 56,369 654,324 70,436 503,788 596,134 559,985) 334,890 94,339 P 838,678 ( 552,788 ) P 43,346 - 110 The reconciliation of the tax on pretax income computed at the statutory tax rates to tax expense is shown below: Tax on pretax income at 30% in 2009 and at 35% in 2008 and 2007 Adjustment for income subjected to lower income tax rates Tax effects of: FCDU loss (income) before tax Unrecognized deferred tax asset Non-deductible expenses Non-taxable income Loss on sale of non-performing loans Reduction in income tax rate Benefit from previously unrecognized deferred tax Others P Tax expense reported in the statements of income Group 2008 1,326,140 P ( 221,174) ( 1,742,364) 504,795 334,884 53,477) ( - 1,017,966 P ( 121,107 ( 4,945 370,467 80,917 ) ( 466,679 ) 5,788 269,214 343,419 ) 398,251 ) 51,100 - ( P Parent 2008 1,320,167 P 1,742,364) 493,831 334,558 37,711) - P 94,339 308,683 ) 3,448 P 52,235 2007 1,006,968 P 1,049,105 ( 259,058 ) ( 160,428 ) ( 121,107 ( 370,185 68,499 ) ( 466,679 ) 268,888 343,234 ) 398,251 ) 51,100 - ( 53,089) ( 840,048 2009 ( ( ( 12,832 95,463 221,053) 1,060,707 168,141 ) - ( P 259,201 ) ( 53,341) P 2007 ( ( Tax expense reported in the Group income statements Tax on pretax income at 30% in 2009 and at 35% in 2008 and 2007 Adjustment for income subjected to lower income tax rates Tax effects of: FCDU loss (income) before tax Unrecognized deferred tax asset Non-deductible expenses Non-taxable income Loss on sale of non-performing loans Reduction in income tax rate Benefit from previously unrecognized deferred tax Others 2009 - ( 308,683 ) 4,377 15,126 P 838,678 P 43,346 - 111 The components of the net deferred tax assets (presented under Other Resources – see Note 18) as of December 31, 2009 and 2008 are as follows: Deferred tax assets: Impairment losses Net operating loss carryover (NOLCO) Accrued other expenses MCIT Unrealized foreign exchange loss Foreign currency swap revaluation loss Others P 2008 2,761,823 2,227,684 P 281,933 275,414 70,436 Deferred tax liabilities: Fair value gains on investment properties Foreign currency swap revaluation gain Capitalized interest Unrealized foreign exchange gains Others Net Deferred Tax Assets Statements of Financial Position Group Parent 2009 2008 2009 P Deferred Tax Expense (Income) P 286,334 174,658 70,436 64,908 - 42,207 63,528 16,712 3,496,721 2,761,377 P 281,933 275,414 70,436 281,933 174,658 70,436 64,908 - 42,620 63,528 17,507 2,839,798 3,496,688 2,835,746 985,267 1,090,950 986,744 1,088,026 255,642 37,356 40,635 255,642 37,356 40,635 45,387 50,124 45,103 43,833 50,124 43,833 1,323,652 1,226,812 1,323,575 1,222,618 2,173,069 P 2009 Impairment losses Foreign currency swap revaluation loss (gain) Unrealized foreign exchange loss (gain) Net fair value gains (losses) on investment properties Accrued other expenses Capitalized interest NOLCO MCIT Others 2,228,130 (P 1,612,986 - P 2,173,113 P 1,613,128 Group Statements of Income 2008 2007 533,693) (P 124,540 ) ( P 409,424 ) 319,170 ( 182,917 ) 119,389 ( 115,032) 162,115 ( 111,991 ) ( ( ( ( 101,282) 100,756) 3,279) 25,211) 883,254 60,234 ( 1,281 ) ( 286,334 ) 70,161 ) 108,362 ) ( 131,077 131,324 ) 144,844 ) 5,338 ) (P 560,083) 334,932 552,455 ) ( ( ( ( P (P - 112 Parent Company Statements of Income 2009 2008 2007 Impairment losses Foreign currency swap revaluation loss (gain) Unrealized foreign exchange loss (gain) Net fair value gains (losses) on investment properties Accrued other expenses Capitalized interest NOLCO MCIT Others Deferred Tax Expense (Income) (P 533,693) (P 124,094 ) ( P 409,424 ) 319,170 ( 182,917 ) 119,389 ( 115,032) ( ( ( ( 101,282) 52,460) 3,279) 25,213) (P 559,985) 162,115 ( ( ( ( ( P ( 111,991 ) 883,254 19,000 ) ( 1,281 ) ( 281,933 ) 70,436 ) 30,818 ) 131,077 155,658 ) 144,844 ) 18,663 334,890 552,788 ) (P The unrecognized deferred tax assets as of December 31, 2009 and 2008 pertain to the following temporary differences: Group 2009 NOLCO MCIT Others Parent 2009 2008 P 486,529 57,439 3,676 P 31,154 794 3,676 P 444,686 56,369 - P 547,644 P 35,624 P 501,055 The Group did not recognize the above deferred tax assets on NOLCO and MCIT since management believes that it is not reasonably possible that deferred tax assets on these temporary differences may be realized in the future. The breakdown of the recognized and unrecognized NOLCO by the Group follows: Recognized Inception Year 2008 2006 Amount P P 939,776 P 14,672 ( Applied/ Expired - Balance P 14,672 ) 954,448 ( P 939,776 Expiry Year 2011 - 14,672 ) P 939,776 Unrecognized Inception Year 2009 2008 Amount Applied/ Expired Balance P 1,517,916 P 103,847 - P 1,517,916 103,847 P 1,621,763 * P - P 1,621,763 * of which P1,482,283 pertains to the Parent Company. Expiry Year 2012 2011 - 113 The breakdown of the Group’s MCIT follows: Inception Year 2009 2008 2007 Amount Applied/ Expired Balance P 56,645 P 70,436 794 - P 56,645 70,436 794 P 127,875 P - P 127,875 Expiry Year 2012 2011 2010 Of the total incurred MCIT of P127,875, MCIT incurred in 2009 and 2007 of P56,645 and P794, respectively, were not recognized. 28.2 Relevant Tax Regulations The following are the relevant tax regulations affecting the Group: 28.2.1 Income Tax a. MCIT of 2% based on gross income, as defined under the Tax Code, is required to be computed and paid (if higher than the RCIT) at the end of each quarter beginning on the income tax return for fiscal quarter ending September 30, 2007, as provided for under Revenue Regulation (RR) 12-2007; b. NOLCO can be claimed as deduction against taxable income within three years after NOLCO is incurred; c. FCDU transactions with non-residents of the Philippines and other offshore banking units (offshore income) are tax-exempt, while interest income on foreign currency loans from residents other than OBUs or other depository banks under the expanded system is subject to 10% income tax; d. Withholding tax of 7.5% is imposed on interest earned by residents under the expanded foreign currency deposit system. 28.2.2 Documentary Stamp Tax (DST) Documentary stamp taxes (at varying rates) are imposed on the following: a. Bank checks, drafts, or certificate of deposit not bearing interest, and other instruments; b. Bonds, loan agreements, promissory notes, bills of exchange, drafts, instruments and securities issued by the Government or any of its instrumentalities, deposit substitute debt instruments, certificates of deposits bearing interest and other not payable on sight or demand; c. Acceptance of bills of exchange and letters of credit; and, d. Bills of lading or receipt. - 114 On February 7, 2004, RA 9243, An Act Rationalizing the Provisions on the Documentary Stamp Tax of the NIRC, was passed amending the rates of DST, the significant provisions of which are summarized below: a. On every issue of debt instruments, there shall be collected a DST of P1.00 on each P200 or fractional part thereof of the issue price of any such debt instrument. Provided, that for such debt instruments with terms of less than one year, the DST to be collected shall be of a proportional amount in accordance with the ratio of its term in number of days to 365 days. Provided further that only one DST shall be imposed on either loan agreement or promissory notes to secure such loan. b. On all sales or transfer of shares or certificates of stock in any corporation, there shall be collected a DST of P0.30 on each P200, or fractional part thereof, of the par value of such stock. c. On all bills of exchange or drafts, there shall be collected a DST of P0.30 on each P200, or fractional part thereof, of the face value of any such bill of exchange or draft. d. The following instruments, documents and papers shall be exempt from DST: • Borrowings and lending of securities executed under the Securities Borrowing and Lending Program of a registered exchange, or in accordance with regulations prescribed by the appropriate regulatory authority; • Loan agreements or promissory notes, the aggregate of which does not exceed P250,000 or any such amount as may be determined by the Secretary of Finance, executed by an individual for his purchase on installment for his personal use; • Sale, barter or exchange of shares of stock listed and traded through the local stock exchange (as amended by RA 9648); • Fixed income and other securities traded in the secondary market or through an exchange; • Derivatives including repurchase agreements and reverse repurchase agreements; • Bank deposit accounts without a fixed term or maturity; and, • Interbank call loans with maturity of not more than seven days to cover deficiency in reserve against deposit liabilities. - 115 28.2.3 Recent Tax Regulations a. Reduction in Income Tax Rate In accordance with RA No. 9337 which amended certain sections of the National Internal Revenue Code of 1997, the RCIT rate is reduced from 35% to 30% beginning January 1, 2009. Hence, the Bank’s deferred tax assets and liabilities were measured at 30% representing the enacted tax rate that will apply to the period when the assets will be realized or the liabilities will be settled. b. RA 9504 Effective July 2008, RA No. 9504 was approved giving corporate taxpayers an option to claim itemized deduction or optional standard deduction (OSD) equivalent to 40% of gross income. Once the option to use OSD is made, it shall be irrevocable for the taxable year for which the option was made. In 2009 and 2008, the Bank opted to continue claiming itemized deductions. 28.2.4 Other Tax Matters On June 29, 2007, pursuant to RR No. 15-2006, the Bank filed 12 applications for administrative abatement of the Bank’s and the former iBank’s DST assessments for years 2004 and earlier, for which the Bank paid the BIR a total of P147,728. Four of these applications were subsequently denied while the other eight were not acted upon by the BIR. On February 4 and 19, 2008, the Bank availed of the tax amnesty program of the BIR pursuant to RA 9480, An Act Enhancing Revenue Administration and Collection by Granting an Amnesty on All Unpaid Internal Revenue Taxes, for tax liabilities of the former iBank and the Bank, respectively, for calendar years 2005 and earlier. The tax assessments at issue were all covered by the amnesty. Consequently, the Bank contends that these tax assessments have become moot and academic. On March 4, 2009, the Bank filed with the BIR a claim for refund and/or issuance of Tax Credit Certificate for the amount paid under the abatement program. Because of the inaction of the BIR on the claim for refund, on June 29, 2009, the Bank elevated the claim with the Court of Tax Appeals to toll the running of the two-year prescriptive period imposed on claims for refund. 29. TRUST OPERATIONS The following securities and other properties held by the Bank in fiduciary or agency capacity (for a fee) for its customers are not included in the accompanying statement of financial position since these are not properties of the Bank (see Note 33). 2009 Investments Others 2008 P 9,801,539 1,846,177 P 4,219,494 6,395,802 P 11,647,715 P 10,615,296 - 116 In compliance with the requirements of the General Banking Act relative to the Bank's trust functions: a. Investment in government securities (shown as part of Available-for-sale Securities) with a total face value of P262.4 million as of December 31, 2009 and 2008 are deposited with BSP as security for the Bank's faithful compliance with its fiduciary obligations (see Note 11); and, b. Ten percent (10%) of the Bank's trust income is transferred to surplus reserve. This yearly transfer is required until the surplus reserve for trust function is equivalent to 20% of the Bank’s authorized capital stock. No part of such reserves shall at anytime be paid out as dividends, but losses accruing in the course of business may be charged against such surplus. As of December 31, 2009, the reserve for trust functions amounted to P106,700 and is included as part of Surplus Reserves in the statement of changes in capital funds. . Also, in accordance with BSP regulations, the unit investment trust funds (UITFs) managed by the Bank’s Trust and Investment Services Group (TISG) maintain reserve deposit account with the BSP and government securities to meet the reserve requirement on peso-denominated UITFs and other similarly managed funds. As of December 31, 2009 and 2008, the balance of the BSP reserve deposit account amounted to P2.8 million. Income from trust operations of the Bank amounted to P76,498, P95,802 and P112,616 for the years ended December 31, 2009, 2008 and 2007, respectively, and shown as Income from Trust Operations account under Miscellaneous Income in the Group statements of income (see Note 26.1). 30. RELATED PARTY TRANSACTIONS 30.1 DOSRI In the ordinary course of business, the Group has loans, deposits and other transactions with its related parties and with certain directors, officers, stockholders and related interests (DOSRI). Under the Group’s existing policies, these transactions are made substantially on the same terms and conditions as transactions with other individuals and businesses of comparable risks. The amount of individual loans to DOSRI, of which 70% must be secured, should not exceed the amount of the deposit and book value of their investment in the Group. In the aggregate, loans to DOSRI generally should not exceed the total equity or 15% of the total loan portfolio of the Group, whichever is lower. As of December 31, 2009 and 2008, the Bank is in compliance with these regulatory requirements. - 117 The following additional information is presented relative to DOSRI loans: Group Total DOSRI loans P Unsecured DOSRI loans % of DOSRI loans to total loan portfolio * % of unsecured DOSRI loans to total DOSRI loans % of past due DOSRI loans to total DOSRI loans % of non-accruing DOSRI accounts to total DOSRI loans 551,166 78,783 Parent 2008 2009 P 2009 429,543 129,327 P 2008 551,166 78,783 P 429,543 129,327 0.57% 0.44% 0.57% 0.44% 14.29% 30.11% 14.29% 30.11% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% *excluding interbank loans receivable As of December 31, 2008, the balance of unsecured DOSRI loans included an account which had an existing unsecured loan before the account was reclassified to DOSRI. Excluding the said loan, the ratio of unsecured DOSRI to total DOSRI loans was at 0.07% as of the end of 2008, which is within the limit set by the BSP. The loan was subsequently reduced to P1.5 million in January 2009. Details of DOSRI loans as of December 31, 2009 and 2008 follow: 2008 2009 Directors and officers Other related interests P 515,668 35,498 P 241,738 187,805 P 551,166 P 429,543 On January 31, 2007, BSP issued Circular No. 560 which provides the rules and regulations that govern loans, other credit accommodations and guarantees granted to subsidiaries and affiliates of banks and quasi-banks. Under the said circular, the total outstanding exposures to each of the bank's subsidiaries and affiliates shall not exceed 10% of bank's net worth, the unsecured portion of which shall not exceed 5% of such net worth. Further, the total outstanding exposures to subsidiaries and affiliates shall not exceed 20% of the net worth of the lending bank. The Bank’s transactions with its subsidiaries are as follows: a. Sales management agreement with FUDC to sell the Bank’s credit card through FUDC’s direct selling network; and, b. Other transactions with subsidiaries consisting of regular banking transactions and advances for payment of various operating expenses of dormant subsidiaries. - 118 The following outstanding amounts as of December 31, 2009 and 2008 resulted from the Bank’s transactions with its subsidiaries: 2009 Notes Accounts receivable from: UBPSI FUDC Deposit liabilities Accounts payable to: UPI FUDC Accrued rent payable to UPI 2008 13 P 3,917 P 127,073 4,504 9 153,451 176 149 1,216 1,199 218 154 23 23 The income (expenses) of the Bank arising from the foregoing transactions for the years ended December 31, 2009, 2008 and 2007 are as follows: 2009 Interest expense on deposits Service charges, fees and commissions FUPI UPI Management and professional fees paid to FUDC Lease expense paid to UPI (P 2008 60,832) (P 454 49 ( ( 5,122) 649) ( ( 2007 36,063 ) ( P 32,565 ) 2,217 53 1,132 59 7,387 ) ( 650 ) ( 5,985 ) 647 ) 30.2 Key Management Personnel Compensation The compensation of key management personnel for the Group and Parent Company follows: 2009 Short-term benefits Long-term benefits Post-employment benefits 2008 P 358,601 125,571 46,749 P 328,865 133,401 36,898 P 530,921 P 499,164 The 2009 and 2008 compensation of key management personnel included several employee benefits which were not considered in 2007 disclosures. In 2007, short-term benefits amounted to P43,994 while post-employment benefits amounted to P22,208. Directors’ fees incurred by the Group amounted to P16,823 in 2009, P12,315 in 2008 and P7,895 in 2007 while Parent Company directors’ fees totaled P16,823 in 2009, P12,303 in 2008 and P7,895 in 2007. - 119 31. EARNINGS PER SHARE Basic earnings per share were computed as follows: Group 2008 2009 Net income Divided by the weighted average number of outstanding common shares P 4,325,003 Basic earnings per share P P 641,422 6.74 P Basic earnings per share P P 641,422 P 3.22 4,306,218 P P P 3.18 4.89 2007 P 641,422 641,422 6.71 2,038,373 2,978,355 609,216 Parent 2008 2009 Net income Divided by the weighted average number of outstanding common shares 2,068,426 2007 2,954,096 609,216 P 4.85 As of December 31, 2009, 2008 and 2007, the Group and Parent Company have no outstanding potentially dilutive securities, hence, basic earnings per share are equal to diluted earnings per share. 32. SELECTED FINANCIAL PERFORMANCE INDICATORS The following are some measures of the Bank’s financial performance: 2009 2008 2007 Return on average capital funds: Net income Average total capital funds 14.63% 7.98% 12.51% 1.95% 1.12% 1.64% 3.50% 4.18% 3.44% Return on average resources: Net income Average total resources Net interest margin: Net interest income Average interest-earning resources - 120 33. COMMITMENTS AND CONTINGENT LIABILITIES 33.1 Leases The Bank leases various branch premises for an average of eight years. The lease contracts are cancelable or renewable at the Bank’s option under certain terms and conditions. Various lease contracts include escalation clauses, most of which bear an annual rent increase of 5%. Some leases include a clause to enable adjustment of the rental charge on an annual basis based on prevailing market rates. As of December 31, 2009 and 2008, the Bank has neither a contingent rent payable nor an asset restoration obligation in relation with these lease agreements. Rentals charged against current operations recorded under Occupancy Costs account in the statement of income were as follows: 2009 Group Bank P 2008 320,563 316,317 P 2007 282,148 278,930 P 270,115 265,896 The estimated minimum future annual rentals payable under non-cancelable operating leases follow: Group Parent 2008 2009 Within one year Beyond one year but within five years Beyond five years P 85,702 P 82,887 129,039 2,297 P 217,038 2009 P 85,702 150,441 7,519 P 240,847 2008 P 73,693 129,039 2,297 P 144,966 6,874 217,038 P 225,533 The Group has entered into commercial property leases on the Group’s surplus offices. These non-cancelable leases have remaining non-cancelable lease terms of between one and four years. Total rent income earned (included under Other Operating Income account in Note 26) by the Group and the Bank for the years ended December 31, 2009, 2008 and 2007 are as follows: 2009 Group Bank P 2008 97,064 88,509 P 2007 71,629 63,383 P 66,589 57,877 The estimated minimum future annual rentals receivable under non-cancelable operating leases follow: Group 2009 Within one year Beyond one year but within five years Beyond five years P 64,932 P 79,544 P 144,476 Parent 2008 61,354 2009 P 33,272 645 P 95,271 61,835 2008 P 52,160 76,685 27,797 P 138,520 P 79,957 - 121 33.2 Others In the normal course of the Group’s operations, there are various outstanding commitments and contingent liabilities such as guarantees, commitments to extend credit, etc., which are not reflected in the accompanying financial statements. The Group recognizes in its books any losses and liabilities incurred in the course of its operations as soon as these become determinable and quantifiable. Management believes that, as of December 31, 2009, no additional material losses or liabilities are required to be recognized in the accompanying financial statements as a result of the above commitments and transactions. Following is a summary of the Bank’s commitments and contingent accounts: 2009 Trust department accounts Inward bills for collections Unused commercial letters of credit Outstanding guarantees issued Late deposits/payments received Outward bills for collection Unsold travellers’ checks Other contingent accounts P 11,647,715 4,047,754 2,404,848 421,077 81,410 39,844 14,264 1,922 2008 P 10,615,296 5,118,661 2,135,465 523,132 117,746 52,109 17,522 1,889 There are several suits and claims that remain unsettled. Management believes, based on the opinion of its legal counsels, that the ultimate outcome of such cases and claims will not have a material effect on the Bank’s financial position and results of operations. UPI acts as the project and fund manager of Kingswood Project. As fund manager, UPI is responsible for the treasury and money management as well as arranging the necessary facilities and accounting for the development of the project. UPI also receives a certain percentage of the sales price related to Kingswood Project as sales commission and to compensate for the marketing expenses incurred. 34. EVENT AFTER THE REPORTING PERIOD On January 22, 2010, the BOD approved the declaration of cash dividends at P2.20 per share or for a total of P1,411,129 based on the outstanding common stock of 641,422,420 shares as of December 31, 2009. Record and payment dates shall be set by the Bank upon receipt of confirmation and approval from the BSP and the SEC. UNIONBANK OF THE PHILIPPINES INDEX TO SUPPLEMENTARY SCHEDULES DECEMBER 31, 2009 Statement of Management’s Responsibility for the Financial Statements Independent Auditors’ Report on the SEC Supplementary Schedules Filed Separately from the Basic Financial Statements Supplementary Schedules to Financial Statements (Form 17-A, Item 7) Page A. Marketable Securities - (Current Marketable Equity Securities and Other Short-term Cash Investments) B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Affiliates) C. Investment Securities D. Indebtedness to Unconsolidated Subsidiaries and Related Parties E. Intangible Assets F. Long-term Debt G. Indebtedness to Related Parties (Long-term Loans from Related Companies) H. Guarantees of Securities of Other Issuers I. Capital Stock N/A 1 2 N/A 3 4 N/A N/A 5 Supplementary Schedule to Parent Financial Statements (SEC Circular 11) Reconciliation of Parent Company Surplus Free for Dividend Declaration 6 UnionBank of the Philippines Schedule A - Marketable Securities (Current Marketable Equity Securities and Other Short-term Cash Investments) December 31, 2009 Number of Shares or Name of Issuing Entity and Association of Each Principal Amount of Bonds Issue and Notes Amount Shown in the Statement of Condition N/A Value Based on Market Income Received and Quotation at Statement of Accrued Condition Date UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor Bills Purchased ABOITIZ AND COMPANY UBIX CORPORATION Balance at Beginning of Year - Additions P 29,047,788 858,504 29,906,292 - Amounts Due from Related Parties: UBIX CORPORATION (BRAVO GROUP) Subsidiaries UBP SECURITIES (UBPSI) FIRST UNION DIRECT CORP. (FUDC) Amounts Collected - Ending Balance Amounts Written-off - Current P Not Current 29,047,788 858,504 29,906,292 - 4,200,000 - 2,525,000 - - 1,675,000 4,504,393 9,251 4,513,644 - 587,617 9,251 596,868 - - 3,916,776 3,916,776 - - - Balance at End of Year P 29,047,788 858,504 29,906,292 1,675,000 3,916,776 3,916,776 Loans to Officers and Employees : AARON, NEIL JOSEPH YU, ABACAN, CATALINO SANTIAGO , ABACAN, CATALINO SANTIAGO -OFFICER ABAD, MARICEL DEMETRIA , ABAD, ROSELYN FILAMOR, ABAGAT, JESUSA CAGA -OFFICER ABAGAT, ROLO LOPEZ -OFFICER ABAÑO JR, RAFAEL OLIVER MARI -OFFICER ABANTO, ERNEST EXEQUIEL PICA -OFFICER ABARICO, MILDRED JENNIBABE CASTROVERDE -OFFICER ABASTILLAS, ROBERTO FONTANILLA , ABASTILLAS, ROBERTO FONTANILLA -OFFICER ABE, LORETA OLEGARIO -OFFICER ABEJUELA, RHEA JOY ESTALLO -OFFICER ABESIA, ISABELO CARILLO -OFFICER ABRENICA, RUSSEL ARELLANO -OFFICER ABUEG, ELOIZA DELA VEGA -OFFICER ACOL-ACOL, JOHN MICHAEL SOLVER -OFFICER ACORDA, RICARDO LUYUN -OFFICER ACOSTA, MICHAEL THOMAS SIEGA -OFFICER ACOSTA, NANCY OCAMPO -OFFICER ACOSTA, RAYMOND ANTHONY B. -OFFICER ADAZA, MA. CHRISTINE FLORES -OFFICER ADILLE, FERNANDO GRABADOR JR., ADVENTO, JAYSON JULIO -OFFICER ADVENTO, JAYSON JULIO, AGLAHIAN, IDA ANGELA CRUZ , AGUILAR, BALDWIN ACUZAR -OFFICER AGUILAR, JAYDEN BUENAVENTURA -OFFICER AGUILAR, JOY PUZON -OFFICER AGUILAR, JUNICE A -OFFICER AGUILAR, SHEILA OSEA -OFFICER AGUILLON, JERRILY VELEZ, AHING, KATHRINE LORAINE GO -OFFICER ALANZALON, MA. NIEVA RAGOT -OFFICER ALCACHUPAS, EDGARDO PERALTA, ALCANTARA, ANDRES BALTAZAR JR., ALCANTARA, MICHAEL WONG, ALCANTARA, ROBERTO TIDOR, 1,293 78,359 41,489 16,314 214,141 4,006,518 20,000 13,287 98,632 180,565 666,156 8,376 555,048 4,887,270 73,389 23,000 1,499,978 5,250,000 25,000 2,336,000 6,792 69,999 3,976,789 11,925 1,672,862 40,000 70,000 41,489 16,314 42,260 209,999 530,124 28,202 13,287 69,707 180,565 666,156 8,376 73,252 2,501,264 73,965 44,552 120,000 4,499,986 1,500,000 72,000 79,000 37,100 50,000 706,872 20,630 473,718 4,405,581 44,251 26,167 5,779 15,730 706,872 28,766 77,620 2,580,157 44,875 11,186 32,998 26,167 8,166 2,309 68,678 26,804 15,300 90,000 36,000 30,000 64,000 174,978 120,000 72,000 64,700 Page 1 16,208 1,429,979 1,273,211 13,075 663,138 1,293 48,358 291,881 4,289,986 3,476,394 1,491,798 28,925 481,796 2,386,006 71,424 34,448 31,321 34,270 7,164 486,098 1,825,424 35,376 18,814 31,002 166,812 117,691 3,322 37,896 16,208 1,429,979 1,273,211 13,075 663,138 1,293 48,358 291,881 4,289,986 3,476,394 1,491,798 28,925 481,796 2,386,006 71,424 34,448 31,321 34,270 7,164 486,098 1,825,424 35,376 18,814 31,002 166,812 117,691 3,322 37,896 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor ALDEMA, ROBINSON SILLOREN -OFFICER ALDEMA, ROBINSON SILLOREN, ALEGRE, JEROME SANTOS -OFFICER ALFONSO, JOEL MENDOZA, ALFONSO, MARY JOY PINIC, ALIBADBAD, NICKY DE SESTO -OFFICER ALIMBUYUGUEN, MA. CHRISTINA RAQUEL , ALINDAO, MA GINA PACIFICO -OFFICER ALIWATE, GERYL E -OFFICER ALMEDA, JONATHAN ZAPATA -OFFICER ALMOQUIRA, JUDY DOLLETE -OFFICER ALMOQUIRA, JUDY DOLLETE -OFFICER ALONDE, RIZEL ALBOTRA -OFFICER ALONDE, RIZEL ALBOTRA -OFFICER ALONTAGA, JULIE PERNIA -OFFICER ALVAREZ, ROSANA MARFA -OFFICER ALVEZ JR, NEMESIO SANCHEZ -OFFICER AMAGSILA, MA. CATALINA DOLORES, AMAHAN, MYRNA EVANGELISTA -OFFICER AMBAIT, ARTZEN ANGELA CONTRERAS -OFFICER AMBAS, MINNA PARULAN -OFFICER AMBAYEC, ALITA RAMIREZ -OFFICER AMBITO, LEAH ANN PAGDANGANAN , AMBOAYAN, RHEYLYN JOY LUCIDO -OFFICER AMBUBUYOG, CARLTER SEGOVIA -OFFICER ANASTACIO, MICHELLE ANN VICENCIO -OFFICER ANCHETA, AILEEN ANCHETA -OFFICER ANCHETA, JOYCE CRUZ -OFFICER ANCHETA, NAPOLEON RANOLA -OFFICER ANDA, LOURDES ZETA -OFFICER ANDAL JR, ERMELINDO SALAZAR -OFFICER ANDAL, ERMELINDO SALAZAR JR., ANDAYA, CHARISSE MANDI -OFFICER ANG, LESLEY MONICA CARBONELL, ANGELES, MELCHOR JR. MANALO -OFFICER ANTIPUESTO, VIVIAN DAWIS, ANTIQUINA, ANN LILIBETH MAGDADARO , ANTIQUINA, ANN LILIBETH MAGDADARO -OFFICER ANTIVOLA, HAZEL LORILLA -OFFICER ANTONIO, JR., AMADO MOJICA -OFFICER APO, GLICELYN IGNACO, AQUINO, GRACE VERSOZA -OFFICER AQUINO, JANETTE TONGSON , AQUINO, JOSEF STEVAN FONTANILLA, ARACAN, MA. MARIE-AL TABILOG -OFFICER ARAMBULO, WENDELL SEÑAR, ARBUES, MARIA LOURDES HIPOLITO , ARCANGELES, ROLAND VICTORIO -OFFICER ARCAYA, ROMANA SALUD TISON -OFFICER ARCE, JOSELING LAPERAL, ARCIGAL, JOVEN SOLLORANO -OFFICER ARCILLA, JOAN REYES -OFFICER ARCILLA, MARGIE-LYN LOMIBAO -OFFICER ARCILLA, RAUL VELASQUEZ, ARELLANO, ROMULO ALVAREZ -OFFICER ARIAS, CARLOS P -OFFICER ARIZOBAL, ANAH TERESA SARANILLO -OFFICER Balance at Beginning of Year 168,042 161,774 107,068 19,943 84,012 49,130 35,445 55,893 2,432,076 229,744 2,233,912 314,197 190,451 74,406 314,197 277,412 Additions Amounts Collected 150,000 299,976 117,100 93,000 54,900 73,400 60,000 194,373 13,999 177,846 53,959 11,610 26,883 29,755 107,068 35,337 85,552 76,700 80,000 49,130 22,876 55,893 2,432,076 252,993 2,233,912 315,890 190,451 110,852 314,197 175,508 12,509 76,090 1,748,111 31,580 80,282 235,861 81,706 1,723,795 11,666 10,141 10,759 8,413 9,768 909 13,078 26,564 6,162 15,282 129,624 23,849 7,321 13,867 12,432 14,701 28,122 134,935 182,888 1,039,297 101,255 116,624 32,857 66,688 25,816 108,000 10,500 103,000 33,400 108,910 1,748,111 23,533 54,756 228,214 57,047 3,654,782 3,590 8,413 24,530 26,564 21,948 144,964 - 37,000 100,000 132,000 59,000 1,416,000 249,994 14,200 92,400 50,000 19,481 16,000 19,000 50,000 47,000 13,867 13,334 238,991 1,992,302 101,255 100,408 66,688 4,278 - 30,000 30,000 127,000 31,000 300,000 83,000 85,000 35,000 Page 2 Ending Balance Amounts Written-off - Current 123,669 285,977 101,028 39,041 43,290 46,517 30,245 61,306 78,460 12,570 84,751 8,808 66,554 101,904 20,891 32,820 28,953 74,474 124,353 34,340 3,346,988 238,327 7,650 81,641 40,232 18,572 11,452 15,786 718 34,340 26,151 39,679 17,568 15,299 112,212 135,056 117,112 953,005 66,784 52,143 13,461 - Not Current - Balance at End of Year 123,669 285,977 101,028 39,041 43,290 46,517 30,245 61,306 78,460 12,570 84,751 8,808 66,554 101,904 20,891 32,820 28,953 74,474 124,353 34,340 3,346,988 238,327 7,650 81,641 40,232 18,572 11,452 15,786 718 34,340 26,151 39,679 17,568 15,299 112,212 135,056 117,112 953,005 66,784 52,143 13,461 - UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor ARLANDO, ORLANDO NOEL MARQUEZ -OFFICER ARRADAZA III, ALFREDO ASODISEN -OFFICER ARTIAGA, DEBBIE CABARON -OFFICER ASEHAN, CELIA T. -OFFICER ASIDDAO, DAVID FORTUNO -OFFICER ASIS, KIM BRYAN DURANGO, ATENAS, BLESSELE NAVARRETE -OFFICER ATENAS, BLESSELE NAVARRETE, ATENCIO, MICHAEL CONCIO -OFFICER ATIENZA, ARNIE UBARRA -OFFICER ATIENZA, CLODOVEO PESIGAN -OFFICER ATUPAN, LIZA MARIE MAPUTI -OFFICER AVES, CONTESSA JONIVIEVE SASUMAN, AVISO, MARICRIS MAGO, AYSON, JAYSON NARCISUS MANAOIS -OFFICER BAAC, JELLY DEL ROSARIO , BABAS, EDZEL SALAZAR, BACAMANTE, NONITO FLORENDO -OFFICER BACANI, AGNES RAMIREZ -OFFICER BACANI, AGNES RAMIREZ, BACAR, JOIE ZENDEL ASISTIO -OFFICER BADIOLA, NINO REINER FERRER -OFFICER BADIOLA, NIÑO REIÑER FERRER, BAGO, MA. LUISA FENOMENO -OFFICER BAGUI, SUSANA REYES -OFFICER BAGUIORO, ANABELLE H. -OFFICER BALAGTAS, FILIPINA CORONADO, BALAGTAS, RHEA SALVE TOLEDO -OFFICER BALAJADIA, CHARITO LAPADA -OFFICER BALAJADIA, JOSE DENNIS CAPILI -OFFICER BALAJADIA, RUDOLPH BALILO -OFFICER BALDE, GRACE RIVERA -OFFICER BALEVA, ANAVILIA L -OFFICER BALEVA, ANAVILIA LLANOS -OFFICER BALNEG, APOLINAR FLORES -OFFICER BALON, PATRICIA AGNES ALONZO, BANAAG, HONORATA ELOSO -OFFICER BANIA, SARRA JANE BRAZIL, BANTA, MARIA PAZ QUIAMBAO -OFFICER BANZON, JUANITO BAYOT -OFFICER BARASI, ARMINDA GARCIA -OFFICER BARBA, MYRA TAPAN -OFFICER BARBASA, MA AGNES VILLONES -OFFICER BARCELON, MICHAEL JOHN ANGSUCO -OFFICER BARDELOSA, STEFANNI SY - LANETE -OFFICER BARGAMENTO, RAMELO ARJINAL -OFFICER BARRALES, MERLA ZORITA -OFFICER BARRIOS, MA RITA SOCORRO AMEMITA -OFFICER BARTE, JOSEFINA INFANTE -OFFICER BARUELA, JOSEPHINE DE JESUS -OFFICER BASALO, ANALISA TORDILLO, BASCONCILLO, MA ROWENA SALCEDO, BASILIO III, PELAGIO G. -OFFICER BATALLA, MA. RHODORA RAYOS, BATALLA, SARA BARREDO -OFFICER BATISLAONG, MARY ABIGAIL SINOGAYA -OFFICER BAUTISTA, ANNE MARIE DELGADO -OFFICER Balance at Beginning of Year 18,425 104,425 2,223 285,233 5,060 12,502 Additions Amounts Collected 18,425 123,799 90,000 185,000 100,000 17,000 369,985 10,853 2,648 12,502 3,570 13,193 3,072 380,205 93,838 2,183 4,666 76,495 592,568 3,072 380,205 82,748 - 81,500 9,000 99,987 62,000 387,889 1,193 18,102 90,244 183,131 24,267 90,244 183,131 520,000 65,091 16,098 935,987 60,998 134,843 118,686 2,012,481 99,185 81,749 18,726 8,154 1,437,729 57,306 19,367 179,923 151,356 178,584 326,134 19,326 37,029 5,454 113,786 1,010,470 102,979 25,784 75,789 107,058 97,800 52,977 107,849 2,472 16,098 632,948 69,048 28,374 92,444 125,419 1,089,458 99,185 109,370 18,726 8,154 893,666 6,794 83,394 85,000 62,000 62,300 87,800 150,000 20,400 66,000 25,000 17,833 179,923 108,499 219,853 278,677 19,326 37,029 5,454 169,850 688,918 114,913 27,513 6,999 25,784 1,978 150,000 150,000 141,500 127,000 121,500 100,000 149,981 9,800 60,000 60,000 100,000 92,296 122,904 Page 3 Ending Balance Amounts Written-off - Current 70,626 2,223 100,248 94,207 14,352 72,925 579,375 70,410 6,817 95,321 60,807 369,788 495,733 55,042 50,505 303,039 76,950 33,626 42,399 55,567 923,022 60,179 694,063 13,606 39,913 25,000 1,534 42,857 108,731 197,457 85,436 448,553 109,566 72,487 142,982 7,822 60,000 43,493 84,154 Not Current - Balance at End of Year 70,626 2,223 100,248 94,207 14,352 72,925 579,375 70,410 6,817 95,321 60,807 369,788 495,733 55,042 50,505 303,039 76,950 33,626 42,399 55,567 923,022 60,179 694,063 13,606 39,913 25,000 1,534 42,857 108,731 197,457 85,436 448,553 109,566 72,487 142,982 7,822 60,000 43,493 84,154 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor BAUTISTA, BENJIE CABARTEJA -OFFICER BAUTISTA, CATHERINE ANNE PANGANIBAN -OFFICER BAUTISTA, EDWIN RIEGO -OFFICER BAUTISTA, EDWIN RIEGO, BAUTISTA, ELMER FABIAN, BAUTISTA, JINGLE MAGPAYO -OFFICER BAUTISTA, JOHN REY ARTECHE -OFFICER BAUTISTA, JR., REYNALDO EPA -OFFICER BAUTISTA, MARIETTA DACUBA -OFFICER BAUTISTA, RENE G. -OFFICER BAUTISTA, REYNALDO EPA JR., BAUTISTA, ROWINNER GUINTO -OFFICER BAUTISTA, SUSAN ENCARNACION -OFFICER BAUTISTA, SUSAN ENCARNACION, BAWAYAN, JANICE C -OFFICER BAYA, BARRY SOLINA -OFFICER BAYLON, BARRY MERCADO -OFFICER BAYOT, CAROL ANN MAGAHIS, BAYTEN, ROSEMARIE CUETO -OFFICER BELANO, ADRIAN LUCAÑAS -OFFICER BELARMINO, JASMIN BRESENIO, BELEN, NORBERTO MARASIGAN -OFFICER BELEN, NORBERTO MARASIGAN, BELEN, RODOLFO BARANDON -OFFICER BELENA, JOHN MALASIG, BELLECA, MARCELO ACOPIO -OFFICER BELLEZA, BON CHRISTIAN GARCIA, BENAVIDES, ROBERT JANORAS -OFFICER BENEDICTO, AMELITA MARIANO -OFFICER BENITEZ, EDGAR AGRAVANTE -OFFICER BERNABE, DIVINA GRACIA ARO -OFFICER BERNABE, JOEL GALMAN -OFFICER BERNAD, MA CECILIA TERESA SANTOS -OFFICER BERNAD, MA CECILIA TERESA SANTOS, BERNARDINO, GERALDINE SIA SU -OFFICER BERNARDINO, GERALDINE SIA SU, BERNARDO, FERDINAND TAMAYO -OFFICER BHOJARA, RAMCHAND GOMEZ -OFFICER BICO, DENNIES ARCEO -OFFICER BILASON, ALBERT ARELLANO -OFFICER BLANCO, MARIAN MARTINEZ -OFFICER BLANZA, REGINA PERALTA -OFFICER BOBILES, MARY ROSE BALCEDA -OFFICER BONA, CECILIA SANTOS -OFFICER BONDOC, AUGUSTO LABIT -OFFICER BONDOC, ELEANOR ROSE BONDOC -OFFICER BONDOY, ANTONIO BOLDA -OFFICER BORBE, VIRGINIA VILLALON -OFFICER BORDON, WINNIE BASA -OFFICER BORJA, MARIUS JUDE C -OFFICER BORROMEO, JOCELYN ADO -OFFICER BORROMEO, ROSARIO QUINTANA -OFFICER BRACIA, SHEREEN BEQUIO, BRIES, JR., ROMUALDO LOPEZ -OFFICER BRION, ROEL COTONER -OFFICER BRUAN, EDUARDO PINEDA -OFFICER BUCU, ERVIN CAOILI -OFFICER Balance at Beginning of Year 40,192 66,782 9,485,055 21,905 21,935 210,197 63,370 12,029 567,118 33,800 601,757 4,952 Additions Amounts Collected 45,300 47,249 41,076 2,434,655 573,999 37,091 21,905 41,935 30,380 122,033 41,567 30,380 23,537 177,458 2,333 29,863 329,373 4,952 686 167,717 11,426 32,822 1,084,499 93,333 304,878 4,965 1,189,060 25,936 26,905 1,267,130 110,232 50,964 8,753 336,307 3,732 779,364 13,999 275,013 6,626 142,914 39,062 10,655 11,446 35,982 22,872 219,307 49,078 41,219 103,500 44,200 93,237 9,245 27,141 4,867 45,302 58,975 58,310 12,121 27,686,145 12,299,979 92,700 20,000 57,000 163,000 57,000 18,700 49,994 15,000 17,800 167,717 38,000 168,000 1,084,499 1,999,996 304,878 17,000 2,288,182 26,905 2,393,608 157,856 47,767 8,753 3,686,000 39,500 50,000 33,000 79,980 779,364 299,976 275,013 910,073 25,510 10,655 35,006 19,376 22,872 1,489,795 49,078 22,342 103,500 44,200 881,569 66,634 993,501 27,501 - 56,900 83,000 55,000 85,000 120,000 87,000 79,400 15,000 86,000 132,000 26,600 Page 4 Ending Balance Amounts Written-off - Current 38,243 25,706 34,736,545 11,725,980 55,609 0 26,620 251,164 21,803 26,620 7,192 389,659 47,661 18,937 272,383 17,114 26,574 135,178 1,906,663 12,036 1,099,122 13,564 1,126,478 97,624 29,803 3,349,693 76,248 285,977 50,274 850,159 41,448 23,560 68,394 1,390,488 68,123 788,332 70,155 39,493 10,133 40,698 934,526 101,191 14,479 Not Current - Balance at End of Year 38,243 25,706 34,736,545 11,725,980 55,609 0 26,620 251,164 21,803 26,620 7,192 389,659 47,661 18,937 272,383 17,114 26,574 135,178 1,906,663 12,036 1,099,122 13,564 1,126,478 97,624 29,803 3,349,693 76,248 285,977 50,274 850,159 41,448 23,560 68,394 1,390,488 68,123 788,332 70,155 39,493 10,133 40,698 934,526 101,191 14,479 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor BUELA, MYRNA ROMERO, BUENAVENTURA, VIRGIL DANTE GUILLERMO, BUENO, NICOLAS DOLOSA -OFFICER BULOS, JOSE CARLO BROFAR -OFFICER CABACOY, ARMINDA MAQUIRAN -OFFICER CABACUNGAN, ELINORE VALERIE AGSALOG, CABANAG, MA ROMINA MENDIOLA -OFFICER CABAS, CATHERINE HERNANDEZ -OFFICER CABATIC, MIKHAIL VELINA -OFFICER CABATUANDO, IANNE CASASOLA -OFFICER CABELIN, MA LOURDES DEL ROSARIO -OFFICER CABRERA, ZARAH JANE SAMONTE, CAJAYON, JOSEFA ANA LISA ESCOSIO , CALALO, MARIGAIL BIGLETE -OFFICER CALAMBA, EMMANUEL ELLORIG, CALAPANO, BELEN PACIS -OFFICER CALAYAN, AMELIA LOCSIN -OFFICER CALIBARA, PONCIANO MOSCA -OFFICER CALIMBAHIN, RICONEL DIZON -OFFICER CALZADA, ISIDRO MARLON CUSI -OFFICER CALZADO, JANUARIE SINNUNG -OFFICER CAMARITE, DONNA MAGQUILAT -OFFICER CAMPILLO, LEA MARCIANO -OFFICER CAÑA, ZENAIDA GUTIERREZ -OFFICER CAÑARES, MARY ANN SOLON -OFFICER CANDO, ARLENE ATIBULA -OFFICER CAÑEDO, NOEMI SAEZ -OFFICER CANIO, CYNTHIA PERALTA -OFFICER CANIO, CYNTHIA PERALTA, CANIZARES, SHALIMAR BOLON -OFFICER CANLAS, JUDITH ANNE MONTALES -OFFICER CANLAS, RAQUEL C -OFFICER CANLAS, SHIRLEY PINEDA -OFFICER CAOILE, JR., ARTURO TORRES -OFFICER CAPACETE, HERSHEY ESPIRITU -OFFICER CAPATI, CLARIZA J -OFFICER CAPCO, EVAROSE ALVAREZ -OFFICER CAPILI, IBARRA GALANG -OFFICER CAPIRAL, MA ISABEL DE VERA -OFFICER CAPIRAL, MA ISABEL DE VERA, CARAG, MIRIAM CAÑADA -OFFICER CARGANILLA, MICHAEL BARNUEVO, CARLOS, MARIBETTE NAKPIL -OFFICER CASAL, AGNES DEANG -OFFICER CASAL, AGNES VICTORIA DEANG , CASAS, JOSE PATRICIO FERRER, CASIMIRO, LEA BASABICA -OFFICER CASTAÑEDA, LUIS ALBERTO ARELLANO , CASTAÑO JR, AMADO BRUNO -OFFICER CASTAÑO, JR., WILLIAM AMADO BRUNO , CASTAÑO, JR., WILLIAM AMADO BRUNO , CASTILLO, ROEL NUÑEZ -OFFICER CASTRO, ANGELENE ELVIRA LIM -OFFICER CASTRO, MARITESS MOLINA -OFFICER CASTRO, RAMON ROXAS, CATAHAN, FREDERICK CATAHAN -OFFICER CATORCE, ROSELLE KALLOS -OFFICER Balance at Beginning of Year 69,640 93,502 101,136 15,721 50,000 55,377 - Additions Amounts Collected 50,000 100,000 121,900 64,000 231,400 41,800 17,555 42,036 115,294 28,779 154,086 11,244 101,136 25,809 25,100 31,367 32,117 1,735 12,041 26,694 7,003 5,168 54,608 33,582 44 71,668 17,712 14,758 32,185 174,230 133,293 74,700 8,600 27,000 48,322 13,000 66,174 28,031 33,582 44 53,034 37,178 14,758 174,230 279,974 110,851 38,126 28,353 11,749 84,040 6,594 52,739 10,745 53,649 41,587 45,153 66,292 115,000 73,000 20,000 45,000 96,000 23,412 33,188 2,800 41,789 17,498 16,604 113,056 6,594 52,739 34,005 53,649 18,818 20,581 6,999 24,741 6,228 59,997 95,000 25,000 82,000 79,400 123,000 149,981 64,000 20,000 140,000 200,000 85,700 96,430 9,333 3,304 18,718 33,336 41,509 105,663 46,666 68,240 59,735 31,596 233,332 139,499 21,463 18,718 214,000 41,509 72,686 38,948 25,677 109,648 21,463 450,000 999,986 25,000 40,000 43,500 4,999,978 126,900 Page 5 Ending Balance Amounts Written-off - Current 32,445 57,964 76,246 35,221 170,816 30,556 15,011 18,633 97,960 6,865 14,959 21,628 5,997 61,006 88,424 54,366 39,467 12,815 146,682 72,588 77,662 57,198 91,337 10,855 20,145 52,984 56,140 22,769 147,572 142,982 39,259 13,772 109,863 190,667 82,396 180,664 344,337 953,320 29,447 19,213 37,581 4,766,646 97,049 - Not Current - Balance at End of Year 32,445 57,964 76,246 35,221 170,816 30,556 15,011 18,633 97,960 6,865 14,959 21,628 5,997 61,006 88,424 54,366 39,467 12,815 146,682 72,588 77,662 57,198 91,337 10,855 20,145 52,984 56,140 22,769 147,572 142,982 39,259 13,772 109,863 190,667 82,396 180,664 344,337 953,320 29,447 19,213 37,581 4,766,646 97,049 - UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor CAUDILLA, RODEL CARONAN, CAUILAN, JUANA ARGONZA -OFFICER CAVA, LEA JOYCELYN E -OFFICER CAYANGA, EFRENILO JR LANSANGAN , CEA, MARLENE BAUTISTA -OFFICER CEA, MARLENE BAUTISTA -OFFICER CEBALLOS, CLEO DEL ROSARIO -OFFICER CENTENO, MA NERLIZA FENOMENO -OFFICER CERVANTES, MARDONIO CATALUNA , CERVANTES, MARDONIO CATALUNA -OFFICER CERVANTES, RHODA GARCIA -OFFICER CHAN, ANTONIO ABRINA -OFFICER CHAN, SHINY SY SUAN -OFFICER CHANCO, BUENA VIJANDRE -OFFICER CHANG, YUMINA VELASCO -OFFICER CHAO, MARGARET ONG, CHE, RAFFY MOOR CLEMENTE -OFFICER CHEUNG, CATHERINE MONTECILLO -OFFICER CHICO, ANGELA ANN RUIZ -OFFICER CHIDO, ELOISA R. -OFFICER CHONG, PROSERFINA PASTONONA -OFFICER CHU, ADORACION PLACIDO -OFFICER CHUA, ETHYL RECALDE -OFFICER CHUA, HARRIET ANN CALVO -OFFICER CHUA, MA ESTELA BEJA -OFFICER CIERVA, ELMER FERRER -OFFICER CLAUDIO, FREDERICK ELAGDON -OFFICER CLAUDIO, FREDERICK ELAGDON, CLIMACO, ELIZABETH CALIWAG , CLOSA, MARY JANE GARCIA -OFFICER CO, MARIA CRISTINA ALCANTARA -OFFICER CONDE, EDUARDO ISLETA -OFFICER CONSOLACION, KENNETH JIM SIMBAJON -OFFICER COPER, NERISSA MILLAR -OFFICER CORDERO, CARLOTA DIZON -OFFICER CORNEJA JR, VITO CAMINIO -OFFICER CORPUZ, LILYBETH GAYAP -OFFICER CORPUZ, LILYBETH GAYAP, CORTEZ, MA RIA MANGULABNAN , COSAIN, MOCALIDEN CAGAS -OFFICER COSICO, EFREN C -OFFICER COSTILLAS, MARY VENUS POSTA -OFFICER COSTILLAS, MARY VENUS POSTA, CRISOLOGO, STEPHEN LOPEZ -OFFICER CRISOSTOMO, JAYME OH -OFFICER CRUDO, JOSEPH GUIA -OFFICER CRUZ, DOROTHY GRACE FAGEL -OFFICER CRUZ, EDWIN PABLO -OFFICER CRUZ, FERNANDO FELICIANO -OFFICER CRUZ, JR., NAPOLEON SANTOS -OFFICER CRUZ, MA LUISA ESPINO -OFFICER CRUZ, REGGIE S -OFFICER CRUZ, REYNALDO SALAZAR JR, CRUZ, RHEA CRISTINA JUPILLO, CRUZ, RONWALDO CASTILLO, CRUZ, SOCORRO JESSYMEL TUASON -OFFICER CRUZ, SOCORRO JESSYMEL TUASON, Balance at Beginning of Year 127,254 80 98,785 70,580 120,922 53,540 Additions Amounts Collected 41,000 500,000 1,499,978 16,000 54,000 33,853 127,254 6,538 40,186 64,082 70,580 172,346 53,540 26,618 56,115 145,583 424 55,712 37,524 11,900 122,780 15,315 14,516 28,352 57,790 104,423 107,996 71,862 55,492 365,904 69,999 6,668 68,270 106,000 21,200 870,026 89,288 30,638 30,000 4,500,000 87,000 105,000 570,394 600,000 502,761 424 4,444 37,524 142,500 1,854,000 254,998 1,202,635 9,197 13,289 100,506 101,075 48,072 963,720 55,492 327,214 48,046 1,551,652 51,780 42,934 52,078 1,478,603 25,958 61,077 49,479 80,549 31,615 35,000 86,527 548,191 213,000 5,701 18,000 29,200 131,000 43,200 160,000 38,600 149,981 70,000 65,000 34,056 184,040 6,999 55,840 36,083 60,000 220,000 12,916 145,103 46,000 100,000 155,000 177,000 110,000 38,559 17,554 79,073 93,351 150,961 4,800 21,000 37,900 10,700 7,313 4,238 21,235 1,291 1,000,000 375,780 687,603 Page 6 Ending Balance Amounts Written-off - Current 7,147 23,542 4,459,814 121,703 53,575 543,776 543,885 499,679 1,802,733 243,098 1,079,855 2,685 23,881 115,937 42,716 39,852 100,077 891,858 461,311 1,429,979 9,332 33,776 681,626 68,492 33,496 56,622 1,294,562 142,982 14,160 54,875 61,077 49,479 47,084 155,446 31,615 42,441 82,446 75,927 170,176 507,230 213,000 3,188 16,762 16,665 9,409 687,603 624,220 Not Current - Balance at End of Year 7,147 23,542 4,459,814 121,703 53,575 543,776 543,885 499,679 1,802,733 243,098 1,079,855 2,685 23,881 115,937 42,716 39,852 100,077 891,858 461,311 1,429,979 9,332 33,776 681,626 68,492 33,496 56,622 1,294,562 142,982 14,160 54,875 61,077 49,479 47,084 155,446 31,615 42,441 82,446 75,927 170,176 507,230 213,000 3,188 16,762 16,665 9,409 687,603 624,220 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor CUADERNO, ALILI DIMAANO -OFFICER CUARTO, DIOSCORO CARLO ESTOCE -OFFICER CUESTA, EUGENIO PERALES JR, CUEVAS, ABNER BUTCH ESPINO -OFFICER CULALA, ARLENE PUNZALAN, CUNTAPAY, PETER GARCIA -OFFICER CURA, CRISTOPHER P -OFFICER DACULAN, CLAIRE SANTIAGO, DAILO, ROSANNA MOSQUEDA -OFFICER DALGUNTAS, CATHLEEN A -OFFICER DALIDA, MICHAEL HAGAD -OFFICER DALUSONG, WILMA BATIGUE -OFFICER DALUZ, JOURARD LACAP -OFFICER DAMULO, JUNALYN PEPITO -OFFICER DANCEL, EFREN DAWISAN, DANGAZO, ROPI FABI -OFFICER DARE, IRENE FLORENDO, DARVIN, GERARD DELA ROSA, DATARIO, DORIS KRISTINE FLORIDO, DATOC, AGNELLUS RUARO -OFFICER DATOR, JOEBART TIAMSON -OFFICER DATOR, JOEBART TIAMSON, DATUIN, CATHERINE BATO, DAVID, HALILA MANGELEN -OFFICER DAVID, MARICEL DE GUZMAN -OFFICER DAYAN, ELAINE BUSALLA -OFFICER DAYAO, XYRUS MARK GARCIA -OFFICER DE BORJA, ROMEL SIOSON, DE CASTRO, MA HONELLY FERNANDO -OFFICER DE CLARO, JESSICA VILLANUEVA -OFFICER DE GUZMAN, ARCHIMEDES JUAN -OFFICER DE GUZMAN, ARNOLD LIM -OFFICER DE GUZMAN, CATHERINE ZABATE, DE GUZMAN, GENER PALOMAR -OFFICER DE GUZMAN, NINA MARIE MOJICA -OFFICER DE GUZMAN, PRICILLA GONZALO -OFFICER DE GUZMAN, RAMON CAYABYAB -OFFICER DE GUZMAN, RICO CRUZ -OFFICER DE JESUS, EMMELINE JOVEN -OFFICER DE JESUS, JOSEPH PANLAQUI , DE LA CRUZ, MAGEN MENDOZA III, DE LARA, WILMA PENAMORA -OFFICER DE LEON, GRACE GRANADOS -OFFICER DE LEON, LIEZL VINLUAN, DE LEON, MYRA CRIS PEÑA -OFFICER DE LEON, MYRA CRIS PEÑA, DE LEON, REGINA GONZALES -OFFICER DE LEON, RUTH GRACE VILKRIM -OFFICER DE LUNA, PATRICK JOHN LUPISAN -OFFICER DE PAZ, SOPHIA SILVESTRE -OFFICER DE PEDRO, EMMELYN BELISON, DE PERIO, GILDA OLIVARES -OFFICER DE VERA, JOSEPH JURI -OFFICER DEE, WINNIE MASTRILI, DEEM, VALOR HICBAN -OFFICER DEL MUNDO, GERTRUDES DIMABUYU -OFFICER DEL ROSARIO, EMELYN EMBANG -OFFICER Balance at Beginning of Year 51,035 781,165 33,603 134,659 858,472 46,913 35,508 9,829 55,418 56,491 47,092 1,559,973 31,252 1,694,504 Additions Amounts Collected 70,000 67,021 781,165 98,000 69,397 14,000 41,693 7,541 34,369 858,472 8,801 110,106 52,704 9,829 42,481 30,468 59,303 18,325 616,390 36,419 18,666 4,418 61,389 103,741 23,333 7,790 9,453 50,710 51,647 2,511 13,867 48,500 214,000 144,553 103,200 62,500 40,000 600,000 100,000 399,984 57,100 140,000 499,993 21,000 9,453 464,923 93,637 21,267 50,000 35,000 23,902 42 60,917 387,341 23,175 66,775 18,272 348,789 100,000 10,000 128,905 99,987 68,683 155,700 30,980 4,666 23,748 19,974 67,588 57,891 100,000 17,000 21,700 31,000 206,300 40,000 80,382 15,817 5,539 240 209,971 20,135 64,000 21,651 9,745 58,637 12,331 8,904 4,115 25,917 128,149 11,376 32,201 78,964 30,000 9,745 40,206 9,600 25,917 136,354 25,824 68,753 - 77,200 34,000 153,700 34,100 125,300 30,000 69,000 40,000 Page 7 Ending Balance Amounts Written-off - Current 54,014 98,000 61,307 6,459 100,291 39,699 150,807 127,357 116,137 26,023 50,289 21,675 1,543,583 63,581 381,318 52,682 109,863 1,590,763 476,660 13,210 464,213 41,990 18,756 21,133 23,902 31,359 10,000 97,925 95,321 37,169 10,026 319,753 120,985 86,392 1,183 16,161 49,031 345,118 19,865 42,349 58,768 31,269 144,796 29,985 133,505 18,624 62,623 29,790 - Not Current - Balance at End of Year 54,014 98,000 61,307 6,459 100,291 39,699 150,807 127,357 116,137 26,023 50,289 21,675 1,543,583 63,581 381,318 52,682 109,863 1,590,763 476,660 13,210 464,213 41,990 18,756 21,133 23,902 31,359 10,000 97,925 95,321 37,169 10,026 319,753 120,985 86,392 1,183 16,161 49,031 345,118 19,865 42,349 58,768 31,269 144,796 29,985 133,505 18,624 62,623 29,790 - UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor DEL ROSARIO, IRENE DY -OFFICER DEL ROSARIO, RONALD JARABELO -OFFICER DEL ROSARIO, RUBILU MARIANO -OFFICER DELA CRUZ, ANNA ANGELICA ALMINIANA -OFFICER DELA CRUZ, CHARINA C -OFFICER DELA CRUZ, FRANCIS BASSI -OFFICER DELA CRUZ, JR., JUAN YAMAMOTO -OFFICER DELA CRUZ, MARY GRACE MATE , DELA CRUZ, REBECCA MOLINA, DELA CRUZ, ROSALYN CLEMENTE -OFFICER DELA PAZ, ELLEN MAGNAYE -OFFICER DELA PAZ, MARY ANN LAGMAN, DELA TORRE, ROMINA RICAFRENTE -OFFICER DELES, HAZEL PEREZ -OFFICER DELFIN, CRISTER THIEMHI ROMANO -OFFICER DELGADO, MELINDA PARAGAS -OFFICER DELOS REYES, RAQUEL VELASQUEZ -OFFICER DELOS REYES, RENEE ROSE SARENAS -OFFICER DELOS SANTOS, CELESTE TANGUIN -OFFICER DEOMANO, JONATHAN JERALD VALDES, DESIERDO, MARIDIE SEGOVIA -OFFICER DIABORDO, JR., REYNALDO GASTILLO -OFFICER DIAZ, AMALIA CENTENO -OFFICER DIAZ, CATALINA T -OFFICER DILIG, JOEL IBASCO, DIMAPILIS, CLARISSA OÑATE -OFFICER DIMAYA, INGRID CARTAGENA, DIME, ROWEL OCA -OFFICER DIÑO, JEFFREY MISA , DIOKNO, AILEN SEMIRA -OFFICER DIORES, KRISTINE MARIE MANREZA, DIVINA, SAMUEL DERI , DIZON, GLENDA G. -OFFICER DOLLISON, REYNALDO DUMANGAS -OFFICER DOLLOSA, NASARIO NONATO -OFFICER DOLOR, AILEEN CONTRERAS -OFFICER DOMAOAL, DELOISA CHAN, DOMAWANG, JAIVI VALDOZ, DOMINGUEZ, DAVID CRUZ -OFFICER DOMINGUEZ, RAMON ALEJANDRO YIA , DOMINGUEZ, YOLANDA CASTRO -OFFICER DORADO, JOEL BARTOLOME -OFFICER DOSE, LEA ANDREA LIM, DUARTE, RAMON GARRIZ, DUARTE, RAMON GARRIZ, DUERME, RUELO PACUMBA -OFFICER DULAY, MARIA CRISTINA ICBAN -OFFICER DUMLAO, VER CHRISTIAN MALICDEM, DURAN, KISMETH MARBIL, DUROY, RAQUEL T -OFFICER DY, NORIE FE RANADA -OFFICER DYTUCO, JENNIFER VERZOSA -OFFICER ECHAVEZ, MERLY OCFEMIA -OFFICER ECHEVARRI, JOANNA JAVIER -OFFICER EFE, WENIFREDA TINANA -OFFICER ELEFANTE, RIZZA JACUTAN , ELEMOS, PAOLO MODESTO, Balance at Beginning of Year 39,348 615,950 1,922,190 18,747 21,090 27,199 5,362 49,437 35,353 68,692 89 70,893 46,782 28,791 42,538 - 4,110 2,663 46,234 41,416 704,254 136,783 - 31,376 54,260 Additions Amounts Collected 11,900 9,493 39,348 33,243 53,565 20,672 22,998 3,870 24,267 5,669 18,402 14,275 21,090 27,199 5,362 27,928 3,403 71,404 89 66,873 26,586 43,510 75,670 28,791 11,565 61,239 42,538 42,538 12,411 17,646 4,981 35,455 4,110 29,727 42,183 9,122 26,216 13,004 65,698 11,166 91,975 28,200 100,000 50,000 18,600 520,000 20,000 90,000 26,000 60,000 5,000,000 55,000 111,700 25,300 466,000 70,000 70,700 113,000 26,900 76,000 80,000 91,800 10,000 70,000 20,000 112,800 24,900 35,000 450,000 1,499,978 15,000 2,708 177,765 69,999 21,104 43,372 5,281 39,131 11,158 40,839 64,827 90,908 2,835 145,747 2,948 18,738 38,630 99,000 11,158 78,037 47,757 348,328 114,592 - 79,300 47,000 10,000 200,000 38,100 50,000 Page 8 Ending Balance Amounts Written-off - Current 2,407 582,707 1,896,825 98,075 27,002 14,730 495,733 14,331 71,598 11,725 21,509 31,950 57,288 4,933,127 44,307 11,490 82,813 13,735 404,761 42,538 58,289 95,354 21,919 40,545 52,937 95,851 878 43,784 6,996 88,518 13,734 612,279 136,783 32,292 272,235 1,429,979 25,272 10,888 33,349 59,869 37,198 62,229 304,421 7,165 168,845 35,152 31,262 Not Current - Balance at End of Year 2,407 582,707 1,896,825 98,075 27,002 14,730 495,733 14,331 71,598 11,725 21,509 31,950 57,288 4,933,127 44,307 11,490 82,813 13,735 404,761 42,538 58,289 95,354 21,919 40,545 52,937 95,851 878 43,784 6,996 88,518 13,734 612,279 136,783 32,292 272,235 1,429,979 25,272 10,888 33,349 59,869 37,198 62,229 304,421 7,165 168,845 35,152 31,262 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor ELEYDO, VIVIAN ELLOSO -OFFICER EMELO, MICHELLE DELA CRUZ -OFFICER ENCARNACION, MA ESMERALDA EXEQUIEL -OFFICER ENCISA, SHIELA CUENO -OFFICER ENECIO, MIRAFLOR ABAYAN -OFFICER ENRIQUEZ III, EDUARDO VILLA-REAL -OFFICER ENRIQUEZ, EDUARDO VILLA-REAL III, ENRIQUEZ, JENNIFER MONTEMAYOR , ENRIQUEZ, MA. ERLINDA ELARDO -OFFICER ENRIQUEZ, REGINA ZAPANTA, ERMITANO, ARNOLD PAULO TERUEL -OFFICER ESCARIO, MARY JANE BADONG -OFFICER ESCOLAR, MA CHRISTINA AQUINO -OFFICER ESCOSIO, JOSEFA ANA LISA DE LEON -OFFICER ESCUADRO, LOIDA PADOLINA -OFFICER ESCUETA, ANTONIO ILUSTRE -OFFICER ESGUERRA, KATHLYN DE OLAZO, ESGUERRA, NORA CORRO -OFFICER ESGUERRA, RHIA REYES , ESPELETA, FEDERICO COLON III, ESPIGOL, JOEBELYN BUCAYANI, ESPINOZA, MA. CHRISTINA FLORES , ESPIRITU, MARJORIE KUONG -OFFICER ESTRELLA, LEONIDES PALOMARES, ESTRELLA, MA. SHEILA ESPIRITU -OFFICER ETIS, DOMCIELY RENEE DE DIOS -OFFICER EUSTAQUIO, CELSO LEYNES -OFFICER EVANGELISTA, AEJAY LENARD DE VERA , EVANGELISTA, ANA FE ZUBIRI -OFFICER EVANGELISTA, MELANIE TUAZON -OFFICER EVARISTO, MA LUZ FONTANILLA -OFFICER EVARISTO, MA LUZ FONTANILLA, EVIDENTE, MA GEMMA ESPERGA -OFFICER FAJARDO, ANTONINO AGUSTIN SAYO -OFFICER FAJARDO, ANTONINO AGUSTIN SAYO, FAJARDO, MILA DALISAY -OFFICER FAJARDO, NANCY BARCELON, FAMADOR, MELCHOR TANADA, FAMADOR, VERONICA DALUZ -OFFICER FAYTAREN, AURORA BUENAFE -OFFICER FEBREO, LOVELYN ARROYO -OFFICER FELICIANO, DIDITH AZAÑA -OFFICER FERNANDO, JOSEPH VER TESORERO -OFFICER FERRER, MARILOU ISLA -OFFICER FIGUEROA, ARMAN COLOQUIO, FIGUEROA, DELIA SIA , FLORES, MARGIE R. -OFFICER FLORES, MARY ANNE QUILAO FLORES, MILDRED SATUMBA -OFFICER FLORES, RONALD SERRANO -OFFICER FLORES, RONALD SORIANO -OFFICER FOLLOSCO, ROSITA MANDAP -OFFICER FONTANILLA, AIDA CHUA -OFFICER FRADEJAS, MELLIE PEREZ -OFFICER FRANCIA, CHARMAINE D -OFFICER FRANCISCO, JOSE EVANGELISTA -OFFICER FRANCISCO, MELVIN VERAN -OFFICER Balance at Beginning of Year 20 21,698 20,649 2,514,671 10,999 15,771 30,321 60,463 10,964 76,722 256 32,566 188,638 13,605 12,100 315,310 33,116 726,534 30,195 9,320 25,288 135,738 47,566 19,870 973,886 59,843 66,474 7 761,964 95,179 Additions Amounts Collected 100,000 15,000 8,398 5,485 21,698 90,000 72,417 199,329 23,333 55,872 123,949 10,532 24,987 35,863 134,449 499,993 531,000 150,000 60,000 39,001 30,600 150,000 33,723 24,304 14,600 50,000 117,000 70,000 50,000 40,000 37,000 50,000 117,400 99,580 17,868 39,148 9,409 2,863 18,539 13,670 12,724 69,668 215,329 109,000 281,300 69,000 817,480 141,494 12,100 315,310 2,333 62,436 194,439 69,999 740,959 11,665 30,446 37,243 7,620 12,820 27,094 9,404 231,916 4,234 17,760 33,611 481 19,870 49,994 100,000 300,000 1,499,978 249,000 45,700 90,000 38,000 56,000 29,000 50,000 13,700 220,000 17,100 40,000 12,000 23,600 114,100 96,231 77,763 50,130 7 128,927 38,708 Page 9 Ending Balance Amounts Written-off - Current 91,621 9,515 38,232 2,315,342 476,660 475,128 26,051 49,468 25,012 10,508 45,872 26,740 1,261 50,000 94,142 52,132 10,852 30,591 34,137 31,716 103,730 19,842 39,332 254,609 69,000 689,591 47,661 70,680 105,561 1,429,979 234,575 34,035 59,554 30,952 48,380 25,500 48,194 4,296 123,822 12,866 22,240 13,954 11,519 901,256 96,180 16,344 633,037 56,471 Not Current - Balance at End of Year 91,621 9,515 38,232 2,315,342 476,660 475,128 26,051 49,468 25,012 10,508 45,872 26,740 1,261 50,000 94,142 52,132 10,852 30,591 34,137 31,716 103,730 19,842 39,332 254,609 69,000 689,591 47,661 70,680 105,561 1,429,979 234,575 34,035 59,554 30,952 48,380 25,500 48,194 4,296 123,822 12,866 22,240 13,954 11,519 901,256 96,180 16,344 633,037 56,471 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor FRANCO, JOSEF SANTOS -OFFICER FRANI, RICHELLE SANTERA, FRAXIDIO, JAIME CRUZ JR., FUEGO, GLORIA ECLAVIA, FULGENCIO, MICHELLE YABUT -OFFICER FURIO, RYANN PABLO -OFFICER GABALDON, JAYME CRISOSTOMO -OFFICER GABAON, BERNADETTE MACMANG, GABAYERON, JR, ROMEO VILLAFRANCA -OFFICER GABUTAN, LEAH TAGANAS -OFFICER GADIANE, MELINDA AGUJA -OFFICER GALANG, MA. PAZ C. -OFFICER GALANG, PHILIP DATU -OFFICER GALAPON, MELANIE MARTIN , GALLANOSA, JOEL VELASCO -OFFICER GALLARDO, EDUARDO G -OFFICER GALLEGO, ALIDA DELOS REYES, GALLEGO, GILBERT SOLANO , GALLEGO, GRACE ESQUILLO, GALOPE, GLENN MICHAEL M -OFFICER GALOYO, PHAMELA BULATAO -OFFICER GAMBOA, JOSEPH AQUINO -OFFICER GAMBOA, PETE PADILLA -OFFICER GAMIT, ALEXANDER LACANLALE -OFFICER GARCIA, ARIEL FRANCISCO -OFFICER GARCIA, GERALDINE STA. ANA -OFFICER GARCIA, JOSEPH BAUSA, GARCIA, JULITA LEAH MOJICA, GARCIA, MARIA ANGELICA FORMARAN -OFFICER GARCIA, MICHAEL ANTONIO SANTOS -OFFICER GARCIA, MICHAEL JACK BERMONT -OFFICER GARCIA, MICHAEL JACK BERMONT, GARCIA, OLGA MIA, GARCIA, RODEL MOPERA, GARCIA, RODRIGO JR. PALOMA -OFFICER GARCIA, ROLANDO BERNARDINO JR, GASPAR, SHIRLEY V. -OFFICER GATCHALIAN, HENRY ALFONSO, GATCHALIAN, MARY JAY ANN MARIANO, GATDULA, JOYVALERIE BULAONG -OFFICER GATDULA, JOYVALERIE BULAONG, GATUS, NILO ROGACION -OFFICER GAVANES, MARVIN BUTE -OFFICER GAVIOLA, APPLE CATIMBANG -OFFICER GENEROSO, MA VICENTA PANA -OFFICER GENILO, RAYMUND HILARIO R -OFFICER GERALDEZ, GUADALUPE AGATON, GERARDO, MARYLEN TANA -OFFICER GERONIMO, RACHEL CHRISTINE TAGAYSAY -OFFICER GERONIMO, RACHEL CHRISTINE TAGAYSAY, GERONIMO, RITCHIE VAL MUNOZ -OFFICER GESLANI, ROSALINA ANONUEVO -OFFICER GEYROZAGA, JOAN TE, GIANAN, JAYSON PITAJEN -OFFICER GIBE, MA. FILOMENA CUSTODIO -OFFICER GICAIN, RUBEN E. -OFFICER GO, JENNIFER TE, Balance at Beginning of Year 1,430,750 4,536 15,672 998,823 50,675 760,792 962,804 26,828 6,021 19,000 1,634,550 26,770 16,496 696,342 34,225 68,735 3,291,187 70,076 Additions Amounts Collected 1,430,750 577 15,650 30,706 21,069 10,175 13,522 29,169 111,155 31,639 50,675 158,947 945,886 93,806 26,828 51,163 30,000 945,000 61,000 20,000 28,000 95,500 149,300 120,000 299,000 101,000 60,600 50,000 37,000 13,600 4,308 10,324 19,000 348,822 249,000 120,000 70,000 64,634 31,565 62,243 72,659 2,377 7,280 16,187 68,735 182,356 213,266 8,301 7,815 75,869 21,141 3,388 18,738 577 175,988 132,066 12,109 25,139 4,104 287,644 185,049 4,262 98,053 132,727 12,133 80,367 16,789 130,000 5,300 155,998 50,000 1,000,000 4,569,984 21,000 40,000 100,000 30,000 3,388 50,000 14,400 279,945 2,829,975 72,052 49 246,303 131,233 78,500 70,000 140,000 250,000 44,000 98,053 1,527,439 70,306 16,789 259,987 86,400 47,600 42,399 24,443 14,439 23,014 38,973 2,231 1,866 150,000 17,000 39,990 Page 10 Ending Balance Amounts Written-off - Current 29,423 929,350 30,294 3,467 17,825 81,978 120,131 24,517 967,184 601,844 315,918 7,194 15,458 50,000 32,692 3,276 1,534,727 82,137 54,931 634,100 91,566 2,923 148,719 33,813 4,108,831 4,356,718 12,699 32,185 94,207 8,859 31,262 13,823 103,957 2,697,909 59,943 53,361 65,945 98,659 196,183 39,738 1,394,712 247,854 76,340 47,600 19,384 135,469 29,208 38,124 Not Current - Balance at End of Year 29,423 929,350 30,294 3,467 17,825 81,978 120,131 24,517 967,184 601,844 315,918 7,194 15,458 50,000 32,692 3,276 1,534,727 82,137 54,931 634,100 91,566 2,923 148,719 33,813 4,108,831 4,356,718 12,699 32,185 94,207 8,859 31,262 13,823 103,957 2,697,909 59,943 53,361 65,945 98,659 196,183 39,738 1,394,712 247,854 76,340 47,600 19,384 135,469 29,208 38,124 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor GO, JULIE CHUA, GO, MARIBEL BRENDA HERNANDEZ -OFFICER GO, MONINA MARTICIO -OFFICER GO, SARAH BAAD -OFFICER GOMEZ, ROBILITA MERCADO -OFFICER GONZAGA, ANGELITA ALGAS -OFFICER GONZAGA, MARIE ANN MANCOL , GONZALES JR, ROBERTO MAGPANTAY -OFFICER GONZALES, CARLOS RODRIGUEZ, GONZALES, CATHELYN AGAR -OFFICER GONZALES, LEILANI CRUZ -OFFICER GONZALES, MA VIOLETA MAUN -OFFICER GONZALES, NICOMEDES ZAPATA -OFFICER GONZALES, ROBERTO MAGPANTAY JR., GONZALEZ, JOYCE S -OFFICER GONZALEZ, JOYCE SANVICENTE , GONZALEZ, MIGUEL ANGEL GIMENEZ -OFFICER GONZALEZ, PATRICK M -OFFICER GORME, JHONAE ELISES , GORRES, PETER JOSEPHUS ZOSA -OFFICER GRAFIL, LUISA LLAMADA -OFFICER GRANADA, FREDERICK ESMAQUEL -OFFICER GUASA, LILIBETH CANOSA, GUBATON, MARIETTA ARROCENA , GUBATON, MARIETTA ARROCENA -OFFICER GUERRA, EVELYN TORRALBA -OFFICER GUERRERO, MACARIO SATURNINO -OFFICER GUEVARA, GILBERT R -OFFICER GUIJO, ANTHONY CABANA -OFFICER GUILLEN, JOSE GERARDO ENRIQUEZ -OFFICER GUINGCANGCO, MARISA GOMEZ -OFFICER GUISIC, LEO JAY SIBULO -OFFICER GUIVANI, NAHALA SOLEDAD , GUMACAL, LEONARDO SORINIO -OFFICER GUTIERREZ, ALICE REYES -OFFICER GUTIERREZ, ALICE REYES, GUTIERREZ, ELSA FERNANDEZ -OFFICER GUTIERREZ, HECTOR COLEGIO -OFFICER GUTIERREZ, NORBERTO AMAQUIN -OFFICER GUTIERREZ, TIRSO RAYMOND SINGH -OFFICER GUZMAN, BERNARD DIZON -OFFICER GUZMAN, ELMER ALFONSO -OFFICER GUZMAN, ELMER ALFONSO, HABITO, RIA NORMINA VINDOLLO -OFFICER HAEL, ELIZABETH HAGOS -OFFICER HAO, RUBY ANNA DIASIS -OFFICER HARWART, HILDRED GAY D. -OFFICER HATOL, ROLANDO G -OFFICER HEREDIA, MA. CECILIA PORAL -OFFICER HERNANDEZ, CAROLE ANNE QUILALA , HERNANDEZ, GLORIA FELICIDAD TORRES -OFFICER HERNANDEZ, RACHELLE CALDERON -OFFICER HERNANDEZ, RHODORA BUENAVENTURA, HUERTO, ANNA KATRINA SANTOS, IBANEZ JR, WILLIAM PABUSTAN -OFFICER IBARROLA, ANNABELLE JAVIER -OFFICER IGHOT, LANI CARPIO -OFFICER Balance at Beginning of Year Additions Amounts Collected 1,999,996 58,822 138,541 4,081 526,119 1,014,300 93,333 4,574 184,861 4,081 598,406 648,134 14,640 23,462 13,756 1,297 59,267 32,143 477,549 24,194 245,321 121,333 282,647 23,554 33,271 110,100 45,732 22,371 33,513 6,999 7,494 207,500 370,000 83,400 23,462 50,000 62,886 38,453 32,143 664,859 76,100 64,600 1,700,719 2,599,998 282,647 23,554 50,000 110,100 951,737 26,426 50,000 33,895 885,573 20,575 328,203 523,800 65,000 149,981 50,000 33,895 269,623 14,071 21,043 12,919 69,474 3,500 100,000 26,600 45,000 74,991 28,612 25,782 2,691,364 341,250 155,859 5,455 13,532 1,077 - 15,806 31,662 367,839 357,784 504,382 69,999 21,812 155,859 5,455 13,532 52,558 12,000 3,962,600 76,000 686,000 1,499,978 50,000 75,000 78,000 2,239,804 - 57,201 2,239,804 9,483 180,752 4,305 2,665 24,841 66,182 23,300 462,000 20,000 46,000 76,000 73,000 Page 11 Ending Balance Amounts Written-off - Current 1,906,663 54,248 161,180 297,713 366,166 68,760 36,244 61,589 55,287 187,311 40,406 1,455,398 2,478,665 16,729 906,004 501,429 31,487 142,982 18,933 715,950 12,529 23,957 7,656 258,729 71,491 12,806 6,120 6,286,125 59,465 181,618 1,429,979 28,188 23,520 20,799 13,817 281,248 15,695 43,335 51,159 6,818 Not Current - Balance at End of Year 1,906,663 54,248 161,180 297,713 366,166 68,760 36,244 61,589 55,287 187,311 40,406 1,455,398 2,478,665 16,729 906,004 501,429 31,487 142,982 18,933 715,950 12,529 23,957 7,656 258,729 71,491 12,806 6,120 6,286,125 59,465 181,618 1,429,979 28,188 23,520 20,799 13,817 281,248 15,695 43,335 51,159 6,818 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor IGNACIO, EUGENE SANTOS -OFFICER IGNACIO, MARIA CAROLINA PASCUAL -OFFICER IGNACIO, RUDOLPH ALEXANDER PADILLA -OFFICER ILAGAN, BARBARA ANNE GUIRINDOLA -OFFICER ILAGAN, CESAR GONZALES -OFFICER ILAGAN, CESAR GONZALES, ILAGAN, CESAR -OFFICER ILAGAN, MARIO JAY MALABANAN , ILAGAN, NILO ESLETA -OFFICER IMANA, MAE VILLALOBOS -OFFICER IMPERIO, MARY JOCELYN CUENCO -OFFICER INGCOCO, EDNA SANTOS -OFFICER INOT, ANGELITA PIALA -OFFICER INSIGNE, RICHARD YUSON -OFFICER INTALAN, LEONIDES FERRERAS -OFFICER INTALAN, LEONIDES FERRERAS, ISAW, MA. RAFONCIL DEGAMO , JACINTO, CLARISSA MYLA FERNANDEZ , JACINTO, MA TERESA BAURA -OFFICER JACINTO, MARICAR ROQUE -OFFICER JACINTO, MYRALISSA BOBADILLA -OFFICER JACUTAN, RIZZA GUEVARRA -OFFICER JAKOSALEM, LEAH DIGNA KINTANAR -OFFICER JAMILI, ROSEBIE ALAN -OFFICER JAMOLO, EDISSA VARGAS -OFFICER JAMORA, MARICAR IDIAN -OFFICER JANDA, SHERYLL MANTARING -OFFICER JANIER, JANET ENOT, JARDENIL, SALVADOR MARTINEZ -OFFICER JAREÑO, MARICAR JACINTO -OFFICER JAURIGUE, ANNA CHRISTINA MACALINO -OFFICER JAVELLANA, JASON ANTONIO, JAVIER, ARNOLD AQUINO, JAVIER, GERARDO I. -OFFICER JAVIER, GERARDO ILANO -OFFICER JIAO, JENCY MIRAS -OFFICER JIMENA, JOEY ROCHA , JIMENEZ, BENEDICTA DUMO -OFFICER JIMENEZ, BENEDICTA DUMO, JIMENEZ, GREGORIO CRUZ -OFFICER JIMENEZ, WILLIAM VALENZUELA -OFFICER JOCSON, KATRINA TOGADO -OFFICER JONSAY, JAYVEE BEMIDA, JOSE III, VICTOR AFRICA -OFFICER JOSE, CARLOTA ROLONAN -OFFICER JOSON, EDUARDO ROQUE -OFFICER JOSON, PAULA KATERINA S -OFFICER JOSON, PAULA KATERINA S -OFFICER JUAB, ARLENE CAHILES -OFFICER JUATON, CYNTHIA CAPARAS -OFFICER JURADO, MELODY S -OFFICER JURADO, ROSAL GAZA -OFFICER JUTBA, JEMIMAH LOU PERTEZ, KEH, BRIAN ANTON GOMEZ, KHOON, ANNALU VICTORIA VILLAVERT -OFFICER KIAT, JAIDEE LLANES -OFFICER KING, SHANON COSETTE TE -OFFICER Balance at Beginning of Year 9,884 19,988 1,306,523 2,083,877 53,498 46,121 47,331 73,632 54,857 5,792 1 43,335 107,834 82,853 1,017,684 - Additions Amounts Collected 76,700 100,000 41,428 51,541 40,513 499,993 650,000 23,333 67,267 41,004 119,800 84,078 71,000 48,858 47,331 524,660 54,936 24,978 2,188 126,651 5,792 1 675,000 1,177,199 60,000 46,885 90,000 43,335 36,200 1,422 20,000 22,000 8,969 11,922 78,478 4,998 44,686 5,600 10,248 1,017,684 64,600 119,995 20,000 40,000 636,000 21,270 42,222 77,016 6,999 36,733 7,122 26,515 3,084 18,257 2,686 79,354 30,235 313 39,114 81,396 10,411 13,641 2,286 13,864 24,003 33,931 14,415 377,916 34,231 7,122 22,817 13,507 2,686 60,911 11,416 13,282 91,680 3,530 32,295 11,631 - 149,981 130,000 95,900 80,000 82,000 85,000 80,000 7,800 120,000 68,000 12,000 20,000 16,800 89,000 35,000 40,000 21,000 Page 12 Ending Balance Amounts Written-off - Current 45,156 68,447 1,266,010 476,660 2,016,611 608,996 89,220 68,263 223,972 1,122,263 35,022 44,697 18,206 34,778 11,031 10,078 29,356 59,602 38,167 114,395 9,752 18,730 593,778 300,900 142,982 127,498 92,203 76,916 77,250 66,557 61,182 7,487 94,168 78,284 5,119 38,654 14,514 75,136 22,627 6,069 6,585 Not Current - Balance at End of Year 45,156 68,447 1,266,010 476,660 2,016,611 608,996 89,220 68,263 223,972 1,122,263 35,022 44,697 18,206 34,778 11,031 10,078 29,356 59,602 38,167 114,395 9,752 18,730 593,778 300,900 142,982 127,498 92,203 76,916 77,250 66,557 61,182 7,487 94,168 78,284 5,119 38,654 14,514 75,136 22,627 6,069 6,585 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor KUIZON, RAMON JR. NGUYEN -OFFICER LACAMBRA, MARCO JUSTIN DEL PRADO -OFFICER LACHICA, FRANCES BALGUMA -OFFICER LACHICA, SHERYL RESTUA -OFFICER LACSINA, MA TERESITA DELA FUENTE -OFFICER LACSON, ELIZABETH CALDERON -OFFICER LACSON, MARIANO DOMINICK FERNANDEZ -OFFICER LADAN, VICENTE GADICHO -OFFICER LADAN, VICENTE GADICHO, LADORES, BEA MARIE HIPOLITO -OFFICER LAGARTO, JOSEPHINE CUA -OFFICER LAGDA, MARIQUIT ORTEGA -OFFICER LAGERA, MELCHOR CAMPOS -OFFICER LAGMAN, LIZA DOMINIGO -OFFICER LAGUDA, ROLANDO DIZON -OFFICER LAGULA, MA. ROSARIO NG -OFFICER LANCETA, MYLENE BORABO -OFFICER LANOHAN, ARNOLD SANCHEZ -OFFICER LANSANG, JR., ANTONIO SANTOS -OFFICER LANTIN, JOHN ROBERT SOLANO -OFFICER LAO, WINDY CRIS PLAZA -OFFICER LAPEZ, GENARO VISARRA -OFFICER LAPEZ, GENARO VISARRA, LARDIZABAL, REYNALDO DE MESA -OFFICER LAROT, ALAN JOHN ILAGAN -OFFICER LAROZA, TINA SIMCHA BIHASA -OFFICER LASPOBRES, SALLY POGIO -OFFICER LASTA, LAZARO MONT, LAUD, MARIA TERESA COLOMA, LAUDE, JOIE CAMILON -OFFICER LAURE, VINCENT ORQUIN -OFFICER LAURON, JENNIFER DOMINGO -OFFICER LAUS, GRETCHEN DIMACALI -OFFICER LAWAS, KARLEEN TORRES -OFFICER LAYUG, STELLA MARIE LOCSIN , LAYUG, STELLA MARIE LOCSIN -OFFICER LAZARO, BETTY LIM -OFFICER LAZARO, RAFAEL LEONGSON -OFFICER LEE, LEMUEL DIAO -OFFICER LEONARDO, PRISCILLA SACE -OFFICER LEORNA, MARITES VILLALON -OFFICER LEOSALA, LYLE OSEL OLIVER -OFFICER LEPITEN, JENNIFER KINTANAR -OFFICER LIBRADA, LILIBETH DIZON -OFFICER LIM, ADRIAN HINOJOSA, LIM, GUIA CARRANZA, LIM, HELEN SARITA. -OFFICER LIM, MA SHEILA PAGENTE -OFFICER LIM, MARIA ANASTACIA CO -OFFICER LIM, RODANTE TARCENA -OFFICER LIRIO, ANA MARIE D -OFFICER LIRIO, ANA MARIE DIY , LITUANAS, MYLA GO -OFFICER LLARENA, CLAUDETTE MAGDAONG -OFFICER LLARENA, EDWIN PELONIO -OFFICER LOJO, MONALIZA CONCEPCION -OFFICER LONTOC, CONCEPCION POBLETE , Balance at Beginning of Year 2,824 18,736 380 132,054 28,959 25,345 36,209 52,392 52,025 51,805 5,601 - Additions Amounts Collected 85,900 56,262 18,736 28,927 146,000 116,373 264,976 12,366 50,000 27,244 52,392 52,025 51,805 5,601 2,499,989 18,533 546,920 42,397 52,125 62 75,429 54,480 116,666 18,533 147,872 56,641 89,503 12,459 2,333 62 32,000 80,900 47,489 35,000 49,994 97,000 110,899 54,480 13,999 153,430 96,073 53,000 8,878 299,976 153,430 96,073 53,000 8,878 5,324 98,370 19,847 14,500 11,826 1,200,000 9,999,982 19,869 466,666 249,994 11,666 7,986,000 98,275 19,678 66,446 765,593 444,795 36,307 77,960 62,891 - Page 13 Ending Balance Amounts Written-off - Current 32,462 117,453 15,681 28,959 252,611 25,345 58,965 2,383,323 431,047 66,656 10,111 22,541 47,661 61,530 285,977 7,998 98,370 19,847 1,180,131 9,533,316 19,678 66,446 765,593 444,795 238,327 36,307 77,960 62,891 7,887,725 Not Current - Balance at End of Year 32,462 117,453 15,681 28,959 252,611 25,345 58,965 2,383,323 431,047 66,656 10,111 22,541 47,661 61,530 285,977 7,998 98,370 19,847 1,180,131 9,533,316 19,678 66,446 765,593 444,795 238,327 36,307 77,960 62,891 7,887,725 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor LONTOC, CONCEPCION POBLETE , LOPEZ, JOHN RAMON HIDALGO -OFFICER LOPEZ, TERESA CRUZ -OFFICER LOZADA, EUGENE ADEL -OFFICER LOZANO, MARISSA MICLAT -OFFICER LUGTU, VIRGILIO NAVARRO -OFFICER LUMAPAS, ROLANDO ABUG -OFFICER MA, MELANIO SOMBILLA -OFFICER MABALE, LOUISE AMABELLA SENO, MACABALLUG, JR., GEORGE EMMANUEL PAGUIDIAN -OFFICER MACALINAO, DANILO ARCEO -OFFICER MACALINO, FE BECINA -OFFICER MACALINO, FE BECINA, MACARAIG, JOSE ROQUE -OFFICER MACEREN, MA. CRISTINA PANINGBATAN -OFFICER MACEREN, MA. CRISTINA PANINGBATAN, MADERAZO, GLENDA ADVINCULA, MADRIAGA, EDUARDO DACPANO -OFFICER MAGALLANES, SAMMIE FAYE LIZADA, MAGANGO, ESTEVEN PAUL FESTIN, MAGAYAGA, GARY PAGUIGAN -OFFICER MAGBANUA, KATHERINE BADEO -OFFICER MAGDAMIT, LIZA MARIE GARDE, MAGKASI, MARY GRACE PADILLO -OFFICER MAGNAIT, GIRLY GONZALEZ -OFFICER MAGNAYE, MYRNA TELAN -OFFICER MAGSAYSAY, ARMANDO ARELLANO -OFFICER MAGSINO, MARITES LOPEZ -OFFICER MAISOG, MARICEL ARROGANTE -OFFICER MALABANAN, ANGELA KAREN NERIA, MALABANAN, LYNDONA TOLENTINO -OFFICER MALAPIRA, HELEN BAUTISTA -OFFICER MALAYO, MA ERNITA JEANIFER SEVILLA -OFFICER MALAYO, MA ERNITA JEANIFER SEVILLA, MALIG, NELSON B -OFFICER MALIGAD, MA. THERESA EVITE -OFFICER MAMUYAC, DAISY PEÑA -OFFICER MANALANG, EDMOND MERANO -OFFICER MANALANG, EMELITA YUSON -OFFICER MANALILI, ALMA LIZA PARAISO -OFFICER MANALILI, JOHAN SAPIANDANTE -OFFICER MANALO, DIANESS LANDICHO -OFFICER MANALO, MA. DOROTHY MODOMO -OFFICER MANANQUIL, MERLYN TAMPOC -OFFICER MANANSALA, MA RETCHIE INTAL -OFFICER MANDAL, ANTONIO R. -OFFICER MANEJE, JULIE MALIT -OFFICER MANGUBAT, PATRICIA REYES -OFFICER MANGUERRA, JR., ANGELITO VIDAL -OFFICER MANIFLOR, GIANINA MARIANO, MANLANGIT, ABIGAIL DE JESUS -OFFICER MANLONGAT, PAUL VIZCARRA -OFFICER MANN, MA CRISTINA ESGUERRA -OFFICER MANUEL, NONAQUINNE CADAHIG, MANZON, RHODELIA B -OFFICER MARAMAG, LOUISE PHILIP PACQUING -OFFICER MARAMAG, MARIA KATRINA NOCON -OFFICER Balance at Beginning of Year 110,248 116,160 228 43,510 37,361 45,522 697,320 333,707 Additions Amounts Collected 922,982 43,073 33,600 65,000 12,647 29,001 1,100,000 2,324,993 106,200 72,754 1,154,975 14,500 100,000 25,000 20,000 16,102 49,900 8,698 315,777 52,068 15,561 60,000 47,000 66,000 56,000 82,400 508,973 108,500 110,113 140,445 53,899 6,502 116,471 9,905 802 16,102 26,913 48,278 17,881 78,341 63,791 45,317 50,000 99,987 55,000 116,600 64,000 64,000 40,062 4,666 44,660 109,720 37,272 11,918 57,000 73,400 19,283 20,194 79,607 435,573 30,007 111,113 25,354 118,373 1,184,941 43,395 44,906 132,683 23,561 13,532 30,443 54,055 330,473 43,571 44,863 27,812 1,715,643 32,111 26,830 25,787 - 83,000 45,013 480,000 97,000 108,000 102,000 70,000 20,000 525,633 100,059 120,478 20,327 8,151 31,848 21,239 87,282 6,169 80,000 44,600 Page 14 Ending Balance Amounts Written-off - Current 879,910 110,248 116,160 228 43,510 37,361 45,522 20,953 35,999 697,320 924,734 2,216,493 75,694 295,128 1,101,076 7,998 56,283 15,095 19,198 22,987 11,722 37,818 303,436 44,277 37,083 25,499 95,321 40,347 117,993 52,082 52,082 118,373 1,184,941 43,395 44,906 132,683 37,717 76,766 13,532 68,430 54,055 284,840 40,512 32,385 81,673 61,849 15,964 1,694,404 24,830 38,431 26,830 25,787 - Not Current - Balance at End of Year 879,910 110,248 116,160 228 43,510 37,361 45,522 20,953 35,999 697,320 924,734 2,216,493 75,694 295,128 1,101,076 7,998 56,283 15,095 19,198 22,987 11,722 37,818 303,436 44,277 37,083 25,499 95,321 40,347 117,993 52,082 52,082 118,373 1,184,941 43,395 44,906 132,683 37,717 76,766 13,532 68,430 54,055 284,840 40,512 32,385 81,673 61,849 15,964 1,694,404 24,830 38,431 26,830 25,787 - UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor MARASIGAN, FRANCIS HERNANDEZ -OFFICER MARASIGAN, MA CIELITO CRUZADO -OFFICER MARCELO, GEORGE VIPINOZA -OFFICER MARCELO, KRISTIAN STA. ANA -OFFICER MARCELO, MARIA CECILIA RAMIREZ -OFFICER MARIÑAS, RACHEL APIADO -OFFICER MARQUEDA, CRISTINA DAYAO , MARQUEZ, MARIA CHRISTINA REYES -OFFICER MARTIN, MELANIE MANLULU -OFFICER MARTINEZ, JESSAMINE NIVAL -OFFICER MARTINEZ, MANOLO MANALANG -OFFICER MARTINEZ, MICHAEL CECIL BALUYOT -OFFICER MARZAN, JENNY LYN VITUG, MARZO, JENNY VIE TAN -OFFICER MASCARINA, ARLENE STA. ANA -OFFICER MASIBAG, BONIFACIO JR. LATOSA -OFFICER MATEO, MARIGRACE SULIBIT , MATIAS, RAMON DE SANTOS -OFFICER MATIAS, RAMON DE SANTOS, MATUTINA, ANGELO DENNIS LUNA -OFFICER MATUTINA, ANGELO DENNIS LUNA, MECENARIO, RONNIE HERRERO -OFFICER MEDIANO, SONIA CHAVEZ -OFFICER MEDINA, JOHN HOWARD DRUECO -OFFICER MEDRANO, EMIMA DELOS SANTOS -OFFICER MEJES, MARIDEL ABRERA -OFFICER MENDEZ, FLORPINA COMAGON -OFFICER MENDEZ, FLORPINA COMAGON, MENDEZ, MA RITA BASILIO -OFFICER MENDOZA, AIREEN COLINA -OFFICER MENDOZA, ANDREW DE CASTRO -OFFICER MENDOZA, EMERALD ANNE DIZON -OFFICER MENDOZA, GINA MARIE CIRIA CRUZ -OFFICER MENDOZA, JEANETTE J -OFFICER MENDOZA, JENNIE DIZON -OFFICER MENDOZA, JULENRASE BALLESTEROS -OFFICER MENDOZA, MYRABELLE JALBUENA -OFFICER MENDOZA, REYMUNDO ALCARAZ -OFFICER MENDOZA, REYMUNDO ALCARAZ, MENESES, JELYN GUANCO -OFFICER MERCADO, MYRNA BADILLO -OFFICER MERIS, MA MICHELLE MANALILI -OFFICER METRA, RENNEL NIÑO IRAOLA -OFFICER METRA, ROWENA SULIT -OFFICER MICIANO, MARILYN COMA -OFFICER MILAN, DOMINIC ROA -OFFICER MILAN, DOMINIC ROA, MILLOR, EDITHA DELA CERNA -OFFICER MILLOR, EDITHA DELA CERNA, MIRANDA, ABIGAIL JACINTO -OFFICER MIRANDA, JOMARK TRILLANA -OFFICER MIRANDA, ROWENA CRUZ -OFFICER MOLETA, JR., CELSO GUIRAL -OFFICER MONASTERIO, LETICIA QUIAMBAO -OFFICER MONOCAY, MARYLAND MONSALE -OFFICER MONTANIEL, RODRIGO JURILLA -OFFICER MONTANIEL, RODRIGO JURILLA, Balance at Beginning of Year 41,216 4,623 64,960 283,603 59,414 94,185 9,894 Additions Amounts Collected 62,000 75,000 30,000 16,000 50,000 20,000 35,000 18,452 20,149 62,673 14,183 3,868 3,115 14,504 57,000 330,000 28,693 431,058 30,000 66,800 114,000 8,788 10,406 107,459 50,000 2,399,981 375,000 349,992 50,000 85,000 18,960 101,535 111,999 1,415,848 16,333 84,783 56,330 100,000 50,000 178,100 76,495 80,000 372,125 41,730 168,132 3,570 51,613 246,815 1,333,183 76,860 12,073 1,915 340,572 103,606 39,151 7,857 1,029,027 20,987 2,299 118 87,725 13,642 1,470,664 127,603 40,491 1,890 729,336 99,987 1,057,091 4,666 299,976 13,999 499,993 23,333 420,776 36,377 378,026 59,476 157,492 Page 15 Ending Balance Amounts Written-off - Current 43,548 54,851 8,543 1,817 46,132 16,885 20,496 4,623 64,960 28,307 182,545 59,414 21,212 56,394 100,726 9,894 31,040 145,280 2,287,982 292,335 333,659 42,077 40,743 1,915 68,447 8,270 113,573 72,925 67,538 7,857 901,424 20,987 2,299 118 38,602 87,725 13,642 1,142,909 95,321 420,776 285,977 36,377 378,026 59,476 157,492 476,660 Not Current - Balance at End of Year 43,548 54,851 8,543 1,817 46,132 16,885 20,496 4,623 64,960 28,307 182,545 59,414 21,212 56,394 100,726 9,894 31,040 145,280 2,287,982 292,335 333,659 42,077 40,743 1,915 68,447 8,270 113,573 72,925 67,538 7,857 901,424 20,987 2,299 118 38,602 87,725 13,642 1,142,909 95,321 420,776 285,977 36,377 378,026 59,476 157,492 476,660 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor MONTE, MA. CATALINA ALCABASA -OFFICER MONTEMAYOR, ABEL GIGANTE -OFFICER MONTEMAYOR, FRANCIS LLOYD VALENCIA -OFFICER MONTEMAYOR, ROBERT LOUIS GO -OFFICER MORADO, MA ENCARNACION CASTRO -OFFICER MORALES, RONILO BADEO, MORENO, AILEEN CLEMENTE -OFFICER MORENO, LETICIA AGUINALDO -OFFICER MOROTA, JR., WILFRIDO REYES -OFFICER MUNDIN, MA. THERESA TUAZON -OFFICER MUYCO, CHRISREY DOQUESA -OFFICER NABATAR, ELEANOR EUROPA -OFFICER NANQUIL, RAUL CORONEL -OFFICER NATIVIDAD, JOSELITO MAPILI -OFFICER NAVA, ALLAN LOMBOY -OFFICER NEBREJA, PRISCILLA CRUZ -OFFICER NEIS, KATHRYNNE ILANG -OFFICER NEPOMUCENO, MARIA LOURDES MOTAS -OFFICER NEPOMUCENO, MARLON CONCEPCION -OFFICER NER, KHRISTINE INFANTE -OFFICER NERI, NOLI CALAPIS -OFFICER NERIA, GUILLER VIERNES -OFFICER NGOHO, MICHAEL VILLAFLOR -OFFICER NICDAO, DERRICK JIMENEZ -OFFICER NICDAO, DERRICK JIMENEZ, NICIO, FERDINAND PALOMARIA -OFFICER NICOLAS, EDWINA BARCELONA -OFFICER NIEFES, RIZA JULIA WALKER -OFFICER NIETO, MA. MINERVA ALAMEDA, NOBLEJAS, LUCIA MORELLA CARLOS -OFFICER NOBLEZA, NICOLAS ANTIDO -OFFICER NOLASCO, MICHAEL GLENN GUEVARRA -OFFICER NOTARIO, ELIZABETH ROLLON -OFFICER NUÑEZ, SHEENA RAE CALLEJA, NUQUI, AIDA MARIANO -OFFICER NUQUI, FERNANDO SISTOSO -OFFICER NUQUI, RELIZA ABIS -OFFICER OBCENA, LINA RELATO -OFFICER OBILLO JR, CAMILO NEBRES -OFFICER OBLIGAR, ROMMEL MACALE -OFFICER OCAMPO, CHRISTOPHER PATRICK GREY, OCAMPO, MARCELINO JR LEYVA -OFFICER OCAMPO, NELSON MORALES, OCONER, JOY VINCET ESCUADRO -OFFICER OCONER, MA CECILIA ENCARNACION, OLARTE, ROMMIE BELTRA -OFFICER OLAVARIO, EDWIN RANGASA -OFFICER OMBION, MICHELLE BORROMEO -OFFICER OMOSO, RODELIO G -OFFICER ORDONIA, RONALDO AUSTRIA -OFFICER ORIOLA, LOURDES JARO -OFFICER OROZCO, REYNALDO ANGELES -OFFICER ORTEGA, RISHA JILL VINLUAN -OFFICER ORTEGA, SARAH BEATRIZ TAROY -OFFICER ORTENERO, SHIRLEY DE GUZMAN -OFFICER ORTIZ, JUDY CHICO -OFFICER ORTIZ, JUSTO ABOITIZ , Balance at Beginning of Year 57,561 25,360 2,355 438,961 8,000 1,457,794 27,429 1,055,954 13,370 36,307 41,722 570,466 7,525 2,772 138,359 495,175 1,107,053 84,767 292,801 1,950 Additions Amounts Collected 68,250 42,012 35,000 14,562 150,000 55,986 180,356 2,613 127,000 195,906 210,000 32,713 25,000 64,589 38,664 64,302 40,670 147,000 88,000 620,000 20,000 249,000 468,000 80,000 120,454 66,656 5,430 722,566 10,177 92,646 18,845 73,289 69,999,976 3,266,666 751,985 43,999 43,327 37,278 100,000 61,440 48,477 5,584 28,049 - Page 16 Ending Balance Amounts Written-off - Current 57,561 51,598 2,355 438,961 20,438 8,000 1,457,794 27,429 1,055,954 13,370 36,307 41,722 570,466 7,525 2,772 108,003 53,373 426,268 1,107,053 177,287 84,767 292,801 1,950 25,000 64,589 38,664 90,848 62,014 614,570 29,419 9,823 200,353 449,155 50,038 37,278 100,000 61,440 48,477 5,584 28,049 66,733,311 Not Current - Balance at End of Year 57,561 51,598 2,355 438,961 20,438 8,000 1,457,794 27,429 1,055,954 13,370 36,307 41,722 570,466 7,525 2,772 108,003 53,373 426,268 1,107,053 177,287 84,767 292,801 1,950 25,000 64,589 38,664 90,848 62,014 614,570 29,419 9,823 200,353 449,155 50,038 37,278 100,000 61,440 48,477 5,584 28,049 66,733,311 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor ORTIZ, JUSTO ABOITIZ -OFFICER ORTIZ, MA. KATHERINA ESCUETA -OFFICER OSORIO, MARIBEL PASCUAL -OFFICER PAANO, MANOL VISICO, PABLEO, JOVENCIO SACLOT -OFFICER PABLO, ROY DE VERA -OFFICER PACHECO, GLORIA ABE -OFFICER PACIS, MA SOCORRO ROSAS -OFFICER PACIS, MARY DOROTHY ABELLA -OFFICER PACIS, MARY DOROTHY ABELLA -OFFICER PADEN, SALDE FRANCISCO -OFFICER PADEN, VIOLETA OSIO -OFFICER PADIERNOS, MA. THERESA R. -OFFICER PADILLA, ARWINA DESTREZA -OFFICER PADUA, ENRIQUE MARANAN -OFFICER PAGASPAS, ELIZABETH DIAMANTE -OFFICER PAGGABAO, ELMER REYES -OFFICER PAGKALINAWAN, MARVIN BAUTISTA -OFFICER PAGSISIHAN, DORIS RAYOS DEL SOL -OFFICER PAGSUGUIRON, HAZYL RELATOR -OFFICER PAJARES, RAE TORENO -OFFICER PAJARILLO, MICHAEL YOUNG -OFFICER PALAGANAS, LIWAYWAY DOGELIO -OFFICER PALANG, RAQUEL POLICARPIO, PALENCIA III, ALFREDO CORDIAL -OFFICER PALER, ROLANDO BABANTE -OFFICER PALILEO, FRITZ MARIO BALAOING -OFFICER PALILEO, FRITZ MARIO BALAOING, PALILLO, FLORDELIZA INABANGAN -OFFICER PALMONES, MA. MORELLA RAMOS -OFFICER PALPALLATOC, RENE CABUYABAN -OFFICER PAMULAKLAKIN, EDISER ANONUEVO -OFFICER PAMULAKLAKIN, LYZA CARAAN -OFFICER PANGANIBAN, ALMA GRACE FAITH ALIPIO -OFFICER PANGANIBAN, TEODORO MACARAIG -OFFICER PANGANIBAN, TEODORO MACARAIG, PANGILINAN, CATHERINE VELARDE -OFFICER PANGILINAN, ENGELBERT GAGARIN -OFFICER PANGILINAN, JOSEPH IAN V. -OFFICER PARAISO JR, RICARDO BAUTISTA -OFFICER PAREDES, LEONIDES GARCIA -OFFICER PARINAS, MICHELLE RANQUE -OFFICER PARINO, FERDINAND BAETIONG -OFFICER PASAMANERO, ESPERANZA ANGUSTIA -OFFICER PASCUA, RENELLA SAN JOSE -OFFICER PASCUAL, MA. VERONICA CARMELA DE JESUS -OFFICER PASION, SANTIAGO TAÑEDO -OFFICER PASION, WINNIE SADIO -OFFICER PASTORAL, ALICIA A -OFFICER PASTORAL, ALICIA ALMARIA , PATIÑO, CHERYL LIM, PATRIARCA, ANTONETTE CAHILIG -OFFICER PATRICIO, ARNOLD MULDONG -OFFICER PE, GENNO PADRONES -OFFICER PEBRES, ELEAZAR AUDAL -OFFICER PEDRO, JR., ANGEL AFABLE -OFFICER PELAGIO, MARITES AVELLANEDA -OFFICER Balance at Beginning of Year 16,273,293 13,501 65,442 48,744 41,699 50,286 22,888 7,457 892,150 1,001,018 1,685 203,766 272,313 221,053 7,878 2,041 4,212 12,685 17,422 1,432,100 33,030 8,334 79,089 67,371 28,284 1,844,040 97,364 85,080 10,426 73,557 16,299 27,487 25,082 74,812 97,127 2,312,007 22,893 13,630 473,518 49,582 Additions Amounts Collected 10,848,568 5,696,743 12,987 50,000 80,000 56,000 90,000 606 59,900 115,000 1,400,000 550,408.96 45,000 3,531,600 404,998 24,800 18,900 65,000 694,129 466,666 9,999,982 147,500 68,900 100,000 40,000 74,200 1,000,000 134,988 12,987 50,000 60,000 2,507,398 6,299 606 39,300 Page 17 Ending Balance Amounts Written-off - Current 21,425,118 13,501 65,442 12,381 50,000 128,744 97,699 140,286 22,888 67,357 892,150 1,116,018 1,685 203,766 272,313 1,070,644 7,878 2,041 4,212 45,000 12,685 3,531,600 17,422 1,432,100 386,099 57,830 8,334 144,089 67,371 28,284 1,149,912 9,533,316 244,864 68,900 185,080 10,426 73,557 16,299 27,487 25,082 40,000 74,812 171,327 804,609 128,689 12,381 50,000 82,893 13,630 473,518 88,882 Not Current - Balance at End of Year 21,425,118 13,501 65,442 12,381 50,000 128,744 97,699 140,286 22,888 67,357 892,150 1,116,018 1,685 203,766 272,313 1,070,644 7,878 2,041 4,212 45,000 12,685 3,531,600 17,422 1,432,100 386,099 57,830 8,334 144,089 67,371 28,284 1,149,912 9,533,316 244,864 68,900 185,080 10,426 73,557 16,299 27,487 25,082 40,000 74,812 171,327 804,609 128,689 12,381 50,000 82,893 13,630 473,518 88,882 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor PEÑA JR, ROLANDO DEL ROSARIO -OFFICER PENEDA, MELISSA MINA -OFFICER PEPITO, PAMELA GERALDINE PALMARES -OFFICER PERALTA, GLENN ASUNCION, PEREGRINO, JOSEPHINE EVIDOR -OFFICER PEREZ, ANGELA SAN PEDRO -OFFICER PEREZ, ANGELA SAN PEDRO, PEREZ, EDGAR ALAN MALABANAN, PEREZ, MA. KAREN MINGO -OFFICER PEREZ, MARINEA CASTAÑEDA -OFFICER PEREZ, MEDINA BAGUI -OFFICER PEREZ, RUBY GISELA LEYVA -OFFICER PEREZ, WILHELMINA BERNABE -OFFICER PESIGAN, ALEX LUIS MEDINA -OFFICER PHALA, REYNALDO ARAGON -OFFICER PICHAY, RAMON REYES -OFFICER PICHAY, RAMON REYES -OFFICER PINEDA, ARISTOTLE LACANGAN -OFFICER PINEDA, EDWIN GARCIA, PINEDA, JENNELYN MARCELO, PINEDA, LORNA -OFFICER PISCASIO, MA. CONCEPCION LIMONGCO -OFFICER PLAMENCO, ROMEO CALDERON -OFFICER PLASABAS, ARMANDO JANDOG -OFFICER PLAZA, JANE OLIVEROS -OFFICER PLAZA, JANE OLIVEROS, POLICARPIO, NATIVIDAD DEL ROSARIO -OFFICER POLO, MORENA DANGUE -OFFICER POLOTAN, MA. INEZ ALVAREZ -OFFICER PONCE, AIDA URRIZA -OFFICER PONCE, JOSE RAYMUNDO SISON -OFFICER PONCE, LORA-MAE CAS -OFFICER POSOGA, ROWENA NOBLEZA -OFFICER PUNGUINAGINA, SARIMA MAGOYAG -OFFICER PUNSALAN, ISRAEL ZOLETA -OFFICER PURIFICACION, MYLA SOLOMON -OFFICER QUEJANO, JONATHAN PALABRICA -OFFICER QUELNAN, SONALYN M. -OFFICER QUIAMBAO, PETER ISMAEL FAJARDO, QUILALA, JOSEPH VOLTAIRE ANING -OFFICER QUILAS JR, FORTUNATO JASPE -OFFICER QUINSAY, PRIESTLEY BUCIA, QUIPANES, ALEJANDRO MAHUSAY -OFFICER QUIRANTE, ENRICO SANTIAGO -OFFICER QUIROGA, ERWIN YLAGAN, RABAJA, EVA SOMERA -OFFICER RABANG, GERWIN ARCE -OFFICER RACELIS, DENNISE DINAQUE -OFFICER RALLONZA, MA. OLIVIA GALINDO -OFFICER RAMA, CAROL MUNION -OFFICER RAMIREZ, ELAINE ENRIQUEZ -OFFICER RAMIREZ, ELAINE ENRIQUEZ -OFFICER RAMIREZ, LEAH TRINIDAD -OFFICER RAMOS, ALVIN SALAZAR -OFFICER RAMOS, ARIANNE MAY SANCHEZ -OFFICER RAMOS, JANICE TINO -OFFICER RANCES JR, PORFIRIO BRIOLA -OFFICER Balance at Beginning of Year 62,428 55,087 1,373,444 115,373 8,874 79,661 45,959 252,036 40,970 1,282,952 1,404,598 45,882 53,162 85,898 399,471 279,652 16,178 64,895 74,600 995,754 543,394 34,136 58,470 4,702 17,430 14,920 480,402 76,293 69,050 5,348 16,496 52,131 23,000 96,929 57,624 50,816 41,480 9,700 643,355 Additions Amounts Collected 1,239,000 83,000 33,100 58,551 1,376,644 130,000 132,481 74,700 71,400 6,182 100,000 70,000 150,000 499,993 12,500 74,000 110,000 23,333 35,000 12,987 103,800 102,000 90,000 19,863 606 33,000 47,200 3,299,983 65,000 255,300 23,000 100,000 113,100 200,000 30,000 44,928 153,999 23,765 362,629 1,332 89,901 71,227 27,215 50,000 150,000 135,000 23,200 14,300 57,300 Page 18 Ending Balance Amounts Written-off - Current 62,428 1,235,536 79,800 33,100 245,373 126,298 74,700 71,400 8,874 179,661 115,959 402,036 40,970 1,282,952 1,404,598 45,882 476,660 12,500 127,162 195,898 399,471 279,652 31,315 12,381 168,695 176,600 1,085,754 543,394 34,136 58,470 33,000 4,702 19,703 3,145,984 56,155 373,073 21,668 86,392 110,923 172,785 35,348 16,496 52,131 50,000 23,000 246,929 57,624 50,816 176,480 23,200 24,000 700,655 Not Current - Balance at End of Year 62,428 1,235,536 79,800 33,100 245,373 126,298 74,700 71,400 8,874 179,661 115,959 402,036 40,970 1,282,952 1,404,598 45,882 476,660 12,500 127,162 195,898 399,471 279,652 31,315 12,381 168,695 176,600 1,085,754 543,394 34,136 58,470 33,000 4,702 19,703 3,145,984 56,155 373,073 21,668 86,392 110,923 172,785 35,348 16,496 52,131 50,000 23,000 246,929 57,624 50,816 176,480 23,200 24,000 700,655 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor RAÑESES, ERNESTO RODILA -OFFICER RANO, ELDER ESPINO -OFFICER RAS, JULES LEMUEL TORRALBA -OFFICER RAS, ROMANA VALE -OFFICER RATIO, ISABELITA ROGADO -OFFICER RAVARA, IVY VANESSA BAL -OFFICER RECIO, RONALDO HERALDO -OFFICER REDOLOSO II, CESAR MENIADO -OFFICER REGALA, HONEYLEE GANGOSO -OFFICER REGLOS, RAYMOND LUNA -OFFICER REGUDO, MARCEL LAGMAY -OFFICER RELATIVO, ANNA LIZA TAPARAN -OFFICER REMADA, MAR JOY TURBELA -OFFICER REMADA, MARY JOY TURBELA -OFFICER REMODO, ANGELYN COMEROS -OFFICER RENIVA, EDUARDO TANNAGAN -OFFICER REQUINA, JAY RYAN HERBIAS -OFFICER RESABA, MARY ANNE TEMPLO -OFFICER REYES, ALEJANDRO ESTACIO -OFFICER REYES, ANTONIO MARTIN DELA CRUZ -OFFICER REYES, CHRISTOPHER JOSEPH YETO -OFFICER REYES, CRISPIN ALBERTO -OFFICER REYES, DENNIS MARK LOPEZ -OFFICER REYES, DENNIS RAYMOND GELLADA -OFFICER REYES, EILEEN LEE ANNE DEL ROSARIO -OFFICER REYES, GABRIEL LUCAS OLASO -OFFICER REYES, IRENEA VELASQUEZ -OFFICER REYES, JENNIFER DRIZ -OFFICER REYES, MARINETH CAPELO -OFFICER REYES, MARISSA ENRIQUEZ -OFFICER REYES, MARIVIE DE PERIO -OFFICER REYES, MARY ANNE MANGONON -OFFICER REYES, NORMAN MARTIN C. -OFFICER REYES, NORWINA LLANES -OFFICER REYES, OLEEVE PANGAN -OFFICER REYES, PAULA BIANCA B -OFFICER REYES, REYNALDO ILANO -OFFICER RICAZA, MARY ANNE DOMETITA, RILLORAZA, KATHERINE MAGBITANG -OFFICER RIVERA, EMALYN CHENG -OFFICER RIVERA, EVELYN GONZALES -OFFICER RIVERA, NERISSA NISPEROS -OFFICER RIVERA, RACQUEL GABOR -OFFICER ROBLES, MARCOS RICARDO COROS II, ROCA, RIZALINO DAYRIT -OFFICER RODRIGUEZ, FRANCES MARIE SARMIENTO -OFFICER RODRIGUEZ, KATHERINE SOL -OFFICER RODRIGUEZ, MARK PAOLO ROMERO, RODRIGUEZ, RICHU RAMAS -OFFICER RODRIGUEZ, RICHU RAMAS, ROLDAN, PAMELA ANNE GONZALES -OFFICER ROMERO, CELIA BAHOM -OFFICER ROMERO, CHRISTINE GABERTAN -OFFICER ROMEY, ANNA LIDA RAMIREZ -OFFICER ROMULO, BEATRIZ BARREDO, RONQUILLO, ASTER CONSEBIDO -OFFICER ROSAL, CATHERINE VILLANUEVA -OFFICER Balance at Beginning of Year 644 51,141 75,354 41,564 51,376 157,024 4,715 467,637 4,301 92,700 702,910 1,759,743 1,038,761 20,858 8,397 7,374 3,821,911 874,753 15,359 115,451 62,788 60,515 16,042 19,502 53,642 65,954 84,417 69,192 792,375 - Additions Amounts Collected 93,400 104,000 210,000 25,000 13,700 80,000 40,000 150,000 25,000 20,000 50,000 25,000 50,000 65,400 15,000 58,700 200,000 110,000 25,000 99,000 9,333 6,999,975 20,000 326,666 Page 19 Ending Balance Amounts Written-off - Current 644 51,141 168,754 145,564 51,376 367,024 4,715 492,637 18,001 172,700 40,000 702,910 1,909,743 1,038,761 25,000 20,858 8,397 7,374 3,821,911 874,753 35,359 115,451 50,000 25,000 62,788 60,515 16,042 50,000 84,902 15,000 58,700 53,642 190,667 175,954 109,417 168,192 792,375 6,673,309 20,000 - Not Current - Balance at End of Year 644 51,141 168,754 145,564 51,376 367,024 4,715 492,637 18,001 172,700 40,000 702,910 1,909,743 1,038,761 25,000 20,858 8,397 7,374 3,821,911 874,753 35,359 115,451 50,000 25,000 62,788 60,515 16,042 50,000 84,902 15,000 58,700 53,642 190,667 175,954 109,417 168,192 792,375 6,673,309 20,000 - UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor ROSALES, JASMIN JARDELEZA -OFFICER ROXAS, JOSE MARIA O. -OFFICER ROXAS, JOSE MARIA ONGPIN, RUBINOS, CESAR NARANJA -OFFICER RUBIO, MICHAELA SOPHIA E -OFFICER RUIVIVAR, ILENE DEL ROSARIO -OFFICER RUIZ, MICHAEL ALEJANDRO REYES -OFFICER SABARILLO, MARJORIE VALDEZ -OFFICER SABIO, FELICIDAD MUNSAYAC -OFFICER SABLAYA, RONULFO GUIAO -OFFICER SAGAYAP, ELINOR ILAW -OFFICER SAJO, KAY JANE POBLADOR -OFFICER SALANG, LILIA OYALES -OFFICER SALAZAR, ALMIRA SALANGSANG -OFFICER SALENGA, JEONNEVA MALLARI -OFFICER SALINANA, MICHELLE IYOG -OFFICER SALUDES, EDITHA ABUAN -OFFICER SALVADOR, EDWINA LAUS -OFFICER SAMSON JR, MARCELINO BERMIO -OFFICER SAN BUENAVENTURA, NICK CRUZ -OFFICER SAN JOSE, BERNARDO BARTOLOME -OFFICER SAN PEDRO, IRENEO ENRICO ESCOBAR -OFFICER SANGALANG, ESSEN ALCEDO -OFFICER SANTELICES, RICHARD REGINO -OFFICER SANTIAGO, BENNETT CLARENCE DY -OFFICER SANTIAGO, BENNETT CLARENCE DY, SANTIAGO, JONOSER B -OFFICER SANTIAGO, MANUEL DE GUZMAN JR., SANTIAGO, MANUEL G -OFFICER SANTIAGO, MARY ANN CHENG -OFFICER SANTILLAN, NATHANIEL VILLAFUERTE -OFFICER SANTOS JR, ROGELIO TALPLACIDO -OFFICER SANTOS, AILEEN REYES -OFFICER SANTOS, ALEXANDER RAPLIZA -OFFICER SANTOS, CHARIS GRACE NEMIS -OFFICER SANTOS, ELIZABETH MARQUEZ -OFFICER SANTOS, ENRIQUE ABELLERA -OFFICER SANTOS, EVELYN QUILALA -OFFICER SANTOS, EVELYN QUILALA, SANTOS, MA DIVINA GRACIA MEDEL -OFFICER SANTOS, MARILYN DEL ROSARIO , SANTOS, MARILYN R -OFFICER SANTOS, MICHAEL GANZON -OFFICER SANTOS, MYLA VILLAFUERTE -OFFICER SANTOS, PIA MARIE MENDOZA, SANTOS, RHODORA QUESADA -OFFICER SANTOS, ROLANDO ESTRADA -OFFICER SANTOS, YOLANDA HERNANDEZ, SARAUM, EDELYN CORNEJO -OFFICER SARMIENTO, ROSANNA MERCADO -OFFICER SARTE, ELFREN ANTONIO SARDALLA -OFFICER SARTE, ELFREN ANTONIO SARDALLA, SAYSON, NICANOR ANGELES -OFFICER SEBASTIAN, ANNA MARIE GUILLERMO -OFFICER SEBASTIAN, NOEL L -OFFICER SEGUNIAL, MYLENE ARRIOLA -OFFICER SELGA, ANDREW ALBANO -OFFICER Balance at Beginning of Year 39,212 49,857 29,713 6,652,107 70,306 29,245 16,416 120,664 34,513 51,161 97,285 34,350 208,819 86,417 46,851 22,255 203,520 12,352 45,368 13,819 3,474,953 52,573 56,400 43,885 48,690 81,951 46,250 226,287 44,950 72,320 662,244 18,716 794,521 3,505,202 1,067,896 29,501 477,694 Additions Amounts Collected 85,500 145,995 95,000 2,200,000 6,813 741,331 22,353 28,800 110,000 141,000 90,000 129,533 107,360 41,700 50,000 2,766,638 399,984 68,800 299,976 50,733 18,666 13,999 50,000 119,700 479,300 88,741 33,600 81,951 1,499,978 69,999 1,499,978 69,999 85,000 46,000 40,000 15,000 4,999,978 233,332 88,583 60,000 5,812 Page 20 Ending Balance Amounts Written-off - Current 124,712 49,857 139,182 124,713 8,110,776 70,306 6,892 16,416 120,664 34,513 51,161 97,285 28,800 34,350 189,286 120,058 136,851 22,255 203,520 41,700 62,352 2,761,273 381,318 82,619 285,977 3,474,953 50,000 172,273 56,400 434,445 82,290 46,250 1,429,979 1,429,979 226,287 44,950 85,000 72,320 662,244 46,000 58,716 809,521 3,505,202 4,766,646 1,067,896 118,084 54,188 477,694 Not Current - Balance at End of Year 124,712 49,857 139,182 124,713 8,110,776 70,306 6,892 16,416 120,664 34,513 51,161 97,285 28,800 34,350 189,286 120,058 136,851 22,255 203,520 41,700 62,352 2,761,273 381,318 82,619 285,977 3,474,953 50,000 172,273 56,400 434,445 82,290 46,250 1,429,979 1,429,979 226,287 44,950 85,000 72,320 662,244 46,000 58,716 809,521 3,505,202 4,766,646 1,067,896 118,084 54,188 477,694 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor SEMILLA, LUISITO JULAO -OFFICER SENATIN, JO ANN RAMOS -OFFICER SENDICO, BRYAN JED TIMONES -OFFICER SERNA, FELIX REALISTA -OFFICER SERQUINA, MITHREAL GRACE BALUGO -OFFICER SERVER, CHRISTINE MICHELLE BARRETO -OFFICER SERVIDA, MA. JANEL CALMA -OFFICER SESBREÑO, CEDRIC CHANG -OFFICER SEVILLA, CHERRYLIN GRACE UKOL -OFFICER SIA, HANNAH THERESA MANALO -OFFICER SIA, HANNAH THERESA MANALO, SIBUG, LEAH BAGUINO -OFFICER SIKAT, MELISSA BELEN -OFFICER SINAMBAN, ANNIE MANALO -OFFICER SINANGOTE III, DAVID JAJALLA -OFFICER SINGSON, HERNAN REY B. -OFFICER SINGSON, HERNAN REY BRENCIBO, SIRIBAN, ALMA SISON -OFFICER SISON, ANA MARIA CONCEPCION -OFFICER SO TO, VIVIAN LIONG, SO, ESTEBAN DEUS -OFFICER SOBEJANA, JHOANNA LEONARDO -OFFICER SOLATORIO, EDRIA AÑO -OFFICER SOLEDAD, NAHALA DELA CUESTA -OFFICER SOLIMAN, ROLYN ROZAL -OFFICER SOLIS, ELENITA CORNELIO -OFFICER SOLLESTRE, ROWENA BELEN -OFFICER SUELTO, BEVERLY LAO -OFFICER SUMAGUI, WENDY ACIBAR -OFFICER SWING, REYNALDO SILVERA -OFFICER SY CHU, BEN PELAGIO, SY, GRETCHEN SERRANO -OFFICER TABABA, OFELIA LIWANAG -OFFICER TACUD, EDGAR NERVAL -OFFICER TADIQUE, GEMMA BANDOLIS -OFFICER TAGGUEG, KEREN HAPPUCH MALASSAB -OFFICER TAGLE, ARNOLD LADISLAO -OFFICER TAGLE, GRETCHEN TOBIAS -OFFICER TAGOYLO, MELANEE SORIANO -OFFICER TAINO, MARILOU AÑOSO -OFFICER TALIP, NORBERTO FUENTES -OFFICER TALIP, NORBERTO FUENTES, TAMAYO, HELEN CASTILLO -OFFICER TAN, AVA YAP -OFFICER TAN, GINA CHUA -OFFICER TAN, LERMA HIZON -OFFICER TAN, MARNITA JUSTINIANO -OFFICER TAN, MAY GOROSPE -OFFICER TAN, RICARDO B -OFFICER TANG, ELIZABETH COLUMNA -OFFICER TARROQUIN, SAMUEL TORZAR -OFFICER TAVERA, LUISA GETIGAN -OFFICER TE, RUBY KHO, TEANO, NEIL R. -OFFICER TERANA, GRACIOSA MOYA -OFFICER TEVES, MARISSA B. -OFFICER TIANGCO, MARIA GEMMA GOKIM -OFFICER Balance at Beginning of Year 118,345 85,147 43,354 7,424 56,000 15,359 426,827 50,830 105,965 1,033 427,675 462,667 23,048 42,748 117,632 17,524 106,837 14,399 557,722 280,585 17,179 395,910 11,528 1,658,407 86 34,979 149,132 1,847,593 76,400 1,447,320 758,506 65,299 61,404 6 51 38,673 239,365 Additions Amounts Collected 97,000 92,652 119,100 16,639 299,976 13,999 160,000 29,986 38,670 1,399 21,988 1,026 15,000 149,981 6,999 340,000 306,890 115,500 159,985 55,000 7,466 100,000 114,041 72,655 1,058,427 1,000,000 32,000 148,800 29,986 98,032 1,399 140,000 262,520 Page 21 Ending Balance Amounts Written-off - Current 118,345 89,495 43,354 109,885 56,000 15,359 426,827 285,977 50,830 105,965 122,363 28,587 427,675 462,667 20,962 23,048 42,748 132,632 17,524 106,837 14,399 557,722 142,982 313,695 17,179 395,910 11,528 1,658,407 115,586 152,519 89,979 149,132 1,847,593 62,359 1,374,665 700,079 97,299 112,172 28,587 6 51 38,673 116,844 Not Current - Balance at End of Year 118,345 89,495 43,354 109,885 56,000 15,359 426,827 285,977 50,830 105,965 122,363 28,587 427,675 462,667 20,962 23,048 42,748 132,632 17,524 106,837 14,399 557,722 142,982 313,695 17,179 395,910 11,528 1,658,407 115,586 152,519 89,979 149,132 1,847,593 62,359 1,374,665 700,079 97,299 112,172 28,587 6 51 38,673 116,844 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor TICZON, WILROY VILLANUEVA -OFFICER TIMBREZA, GINA LAPAZ -OFFICER TINIO, JOSEPHINE MONTEMAYOR -OFFICER TIU, CHARMAINE DY -OFFICER TIU, MARY CANDICE VEDUA -OFFICER TIU, STEPHEN ROY TIO -OFFICER TOBIAS, CAROLINE LUNA -OFFICER TOGNO, MANRICO SOLA -OFFICER TOLEDO, ARTHUR A. -OFFICER TOLEDO, ROCHELLE TANADA -OFFICER TOLEGIDA, EVELYN ESTRADA -OFFICER TOLENTINO JR, CEFERINO PONCE -OFFICER TOLENTINO, CEFERINO PONCE JR., TOLENTINO, JO-ANN FATIMA LIBED, TOLENTINO, MA. RAQUEL REYES -OFFICER TOLENTINO, MARIA TERESA ACOSTA , TOLENTINO, MARIA TERESA ACOSTA -OFFICER TOLENTINO, SUSANA GEMPIS -OFFICER TOMAS, ROMMEL BALINGIT, TOMBOC, JUANCHO ACORDA -OFFICER TONGCO, LEYAN ALCANTARA, TONGCO, MITCHELL JAPOS -OFFICER TONOGBANUA, MARIA NISA BUKAS, TONOGBANUA, MARIA TRINIDAD VALDERRAMA, TORREDA, MA DELINDA ARDA -OFFICER TORREGOSA, ERMILINDA -OFFICER TORREGOSA, ERMILINDA PENALOSA -OFFICER TORRES, JOY BURDADOR -OFFICER TRIA, EVANGELINE TUAZON -OFFICER TRIGO, MA ERLYNNE TAGANAS -OFFICER TRILLANA, GERARDO CRUZ -OFFICER TRINIDAD, GIANCARLO MORCO -OFFICER TUDDAO, RENATO LAYUGAN -OFFICER TULABOT, ERNESTO DAMUYA -OFFICER TUMAO, MARIE AIMEE SILVA, TUPAZ, CARLOS SANTOS -OFFICER TURINGAN, KATRINA BUNUAN -OFFICER TURLA, GIELFIEL LUAT -OFFICER UBOD, MA. LUISA DELOS REYES -OFFICER UMALI, FELY CORONADO, UNIDAD, KIM RICHARD VILLORA -OFFICER URBANO, EDUARDO ARIAS -OFFICER URETA, MARY ANN FAJARDO , UY, ADA CABATO -OFFICER UY, CATHERINE PATRICIA REYES -OFFICER UY, LEERHOI PHUA -OFFICER UY, MAUREEN RHODORA SANTOS -OFFICER VACARO, FREDERICK DIPLIS -OFFICER VALDEPEÑAS, VICTOR B -OFFICER VALDEPEÑAS, VICTOR BUNUAN , VALDEPEÑAS, VICTOR BUNUAN -OFFICER VALDES, DENNIS ABILLOS -OFFICER VALDES, EMMANUEL MARI KABIGTING -OFFICER VALENTON, LAURO FLORES -OFFICER VALENZUELA, AELLEN LLANURA -OFFICER VALENZUELA, EDISON GALVEZ -OFFICER VALENZUELA, GINA TULAYBA -OFFICER Balance at Beginning of Year 435,306 498,559 33,700 40,207 16,479 56,430 40,422 39,888 10,557 1,574,614 404,059 73,455 42,397 355,737 24,985 24,625 80,600 6,871 30,466 9,935 43,209 38,591 6,892 89,280 35,542 89,280 42,000 1,968,001 5 134,811 17,532 57,389 30,964 Additions Amounts Collected 500,000 70,000 93,000 537,063 65,383 167,000 83,731 753,000 925,386 1,499,978 999,986 1,644,468 69,999 46,666 49,994 57,100 83,000 42,000 30,000 10,000 10,000 20,000 89,984 75,000 2,333 86,887 75,204 4,199 5,803 42,000 168,500 30,000 167,000 2,999,982 50,000 139,999 53,802 81,000 40,000 80,000 36,000 45,000 40,000 57,513 12,334 119,239 48,393 77,751 27,379 25,000 21,517 200,900 12,500,000 57,999,997 17,676 42,000 78,104 5,915,248 2,706,667 5 134,811 35,000 29,286 57,389 30,964 Page 22 Ending Balance Amounts Written-off - Current 435,306 461,495 38,317 133,207 16,479 56,430 123,691 39,888 763,557 855,532 1,429,979 953,320 404,059 47,661 43,668 50,193 42,000 30,000 10,000 10,000 20,000 85,784 69,197 355,737 24,985 66,625 249,100 36,871 197,466 9,935 2,859,983 39,407 62,078 34,557 50,041 23,149 56,529 12,621 7,324 21,517 122,796 8,552,753 55,293,331 23,246 - Not Current - Balance at End of Year 435,306 461,495 38,317 133,207 16,479 56,430 123,691 39,888 763,557 855,532 1,429,979 953,320 404,059 47,661 43,668 50,193 42,000 30,000 10,000 10,000 20,000 85,784 69,197 355,737 24,985 66,625 249,100 36,871 197,466 9,935 2,859,983 39,407 62,078 34,557 50,041 23,149 56,529 12,621 7,324 21,517 122,796 8,552,753 55,293,331 23,246 - UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor VALENZUELA, JR., ROLANDO BENIGAS -OFFICER VALENZUELA, LOVELLE LIZZETTE REYES, VALERIO, HERISSA BRIOSO -OFFICER VALES, SUZETTE MARIE CUISON -OFFICER VALIENTE, RANDY URMAZA -OFFICER VARGAS, EDISSA RAMOS -OFFICER VARGAS, FRANCISCO BAUTISTA -OFFICER VAZQUEZ, CARLA B -OFFICER VEDASTO, GEMMA CHONG -OFFICER VEGA, JOJINA LOURDES CAWAI -OFFICER VEGA, JOJINA LOURDES CAWAI, VEJANO, KARL CYRIL ORNO, VELASCO, JAMES GENOVA -OFFICER VELASCO, MA LOURDES BELTRAN -OFFICER VELASQUEZ, ROMEO VALLEJOS -OFFICER VENTURA, MA. AMELITA LOPEZ -OFFICER VENTURA, RAZIEL SONGCO -OFFICER VENTURINA, RIZA DELOS REYES -OFFICER VERDEJO, NANCY LACUESTA, VERIDIANO, DONNA ANGELES -OFFICER VERIL, EPIFANIO VILLANUEVA -OFFICER VICENCIO, RAYMUND BILAW -OFFICER VICONIA, FERNANDO NAVARRO -OFFICER VIDAL, GWENDOLYN MANCHING -OFFICER VIERNES, EDMUND TORRES -OFFICER Balance at Beginning of Year 146,038 5,506 15,072 16,011 60,909 76,596 4,445 45,890 698,381 82,982 75,545 235,282 28,310 32,987 38,030 1,063,815 77,348 71,234 Additions Amounts Collected 100,000 73,000 8,000 61,683 15,839 11,105 120,000 16,800 15,072 16,011 96,943 10,890 80,000 99,987 14,700 132,682 4,666 589 4,445 45,890 101,106 42,646 27,611 102,171 9,687 28,310 41,764 74,971 61,423 98,522 30,000 40,000 45,000 50,000 110,000 114,500 Page 23 Ending Balance Amounts Written-off - Current 184,355 57,161 2,401 83,966 5,910 23,914 95,321 14,111 627,276 80,335 47,934 133,111 35,313 41,223 73,059 1,002,392 93,325 71,234 Not Current - Balance at End of Year 184,355 57,161 2,401 83,966 5,910 23,914 95,321 14,111 627,276 80,335 47,934 133,111 35,313 41,223 73,059 1,002,392 93,325 71,234 UnionBank of the Philippines Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2009 Deductions Name and Designation of Debtor Balance at Beginning of Year VIGUILLA, LIZA RAMOS -OFFICER VIGUILLA, ROY APUYO -OFFICER VILLACARLOS, NIÑA MAE ANGO , VILLACRUCIS, LEO DE DIOS, VILLAFLOR, JOSEPH VICTOR EMMANU SIAN -OFFICER VILLALUZ, LERMA ADAME -OFFICER VILLANUEVA, AGNES KENG -OFFICER VILLANUEVA, JOSE LEVI SOCO -OFFICER VILLANUEVA, JOSE LEVI SOCO, VILLANUEVA, MARIFE DE RAMA, VILLANUEVA, REDENTOR CRISOSTOMO -OFFICER VILLANUEVA, ROBERTO POLINAS -OFFICER VILLANUEVA, RONA PADILLA, VILLANUEVA, TERESITA GONZALES -OFFICER VILLARANDA, ELIZA ASTER ANGELES, VILLARANTE, LILLIAN YAP -OFFICER VILLAROSA, JR., VIRGILIO VILLALUNA -OFFICER VILLARUZ, MA MYRA MIRANDA -OFFICER VILLAVERDE, ENRIQUE PALMARIA -OFFICER VILLEGAS, ALICE MAE ONG -OFFICER VILLEGAS, MA RENEE ZAPANTA -OFFICER VILLEGAS, MA. EMILIA DEL ROSARIO, VILLEGAS, ZENAIDA C. JR., VILLOSTAS, ALMA REGINA MORTEL -OFFICER VINUYA, MIRA LIZA INCIONG -OFFICER VIRAY, CECILIA PANER -OFFICER VIRAY, DANILO B. -OFFICER VIRAY, MARIECEL LABAYAN -OFFICER WONG YAT, MILAGROS MAGSINO , WONG YAT, MILAGROS MAGSINO -OFFICER WONG, ANABELLE NAZARENO -OFFICER YADAO, MA. CONCEPCION SUMULONG -OFFICER YAMBAO, JIMMY JOSE ANICIETE -OFFICER YAP, CION ESTORIOSO -OFFICER YARANON JR, GREGORIO MONTECALBO -OFFICER ZABALLERO, JEANNET MONTERO -OFFICER ZAPANTA, EMMANUEL SARINAS -OFFICER ZAPATA, ERICARDO TUDTOD -OFFICER ZAPATA, ERICARDO TUDTOD, ZULUETA, ESPERANZA GONZALEZ -OFFICER Additions 718,371 1,071,450 693,148 60,515 1,074,894 47,492 11,631 531,921 85,700 2,400,000 72,000 834,000 250,451,304 20,500 124,651 2,325,796 29,160 797,654 1,071,450 693,148 70,202 1,126,915 34,235 44,331 125,658 11,631 9,231 112,600 2,883 151,622 55,099 168,603 85,859 108,351 35,714 10,849 43,003 14,931 30,800 24,421 224,997 85,000 57,000 60,000 135,000 254,000 72,000 32,092 10,500 43,749 1,109 24,171 177,059 26,320 521,845 112,944 252,928 45,097 1,498 402,990,636 129,075,849 100,000 1,000,000 733,598 71,000 115,000 15,000 111,300 8,300 151,622 55,099 531,730 60,333 72,614 43,003 7,179 3,083 30,156 43,042 621,334 517,026 102,499 477,453 241,737,660 P Amounts Collected 100,000 140,000 120,000 50,000 P 432,896,927 P 132,197,717 Page 24 Ending Balance Amounts Written-off Current - Not Current 679,420 74,204 42,840 36,347 90,313 947,979 699,364 26,669 36,833 5,769 530,621 5,417 363,127 74,474 104,264 84,286 39,151 5,569 13,558 214,497 44,334 29,048 18,871 444,275 30,680 55,181 124,555 478,525 26,903 30,595 515,667,522 - P 545,573,814 Balance at End of Year - P 5,591,776 679,420 74,204 42,840 36,347 90,313 947,979 699,364 26,669 36,833 5,769 530,621 5,417 363,127 74,474 104,264 84,286 39,151 5,569 13,558 214,497 44,334 29,048 18,871 444,275 30,680 55,181 124,555 478,525 26,903 30,595 515,667,522 P 551,165,590 UnionBank of the Philippines Schedule C - Investment Securities December 31, 2009 Name of Issuing Entity and Description of Investment Number of Shares or Principal Amount of Bonds and Notes Amount in Pesos Equity in Earnings (Losses) of Investee for the Period Other Unquoted Debt Securities Classified as Loans Union Bank of Switzerland P 7,409,554,790 P 2,827,012,500 94,909,000 50,000,000 13,500,000 8,500,000 5,000,100 5,000,000 4,000,000 3,225,000 2,300,000 1,800,000 1,690,000 1,250,000 1,067,444 1,027,928 1,000,000 884,529 650,000 618,224 550,000 550,000 550,000 540,000 450,000 330,000 240,000 150,000 120,000 95,000 42,780 40,000 28,140 2,635 1,102 47,601,968 P 3,074,726,350 Available-for-sale Securities SMC Series 1 Ayala Corporation AEV Preferred Shares Manila Polo Club Wack Wack Golf & Country Club, Inc. Local Gov't Unit Guaranty Corp. Philippine Clearing House Corporation Metro Club Cebu Country Club Alabang Country Club Sta. Elena Golf Club, Inc. Makati Sports Club BAP Consulting, Inc. City Sports Club Cebu Aboitiz Transport System Corporation Philam Filinvest Land, Inc. Tagaytay Midlands Golf Club Empire East Land, Inc. Malaraya Golf & Country Club Baguio Country Club Alta Vista Club (B) Manila Southwoods Canlubang Golf & Country Club, Inc. Orchard Golf & Country Club Valley Golf Club Quezon City Sports Club Capitol Hills Golf Celebrity Sports Club William, Gothong & Aboitiz Calatagan Golf Club, Inc. Oriental Petroleum "B" Basic Consolidated "A" Philodrill "A" Others Forward 37,693,500 887,000 5,000,000 5 1 50,000 1 23 1 2 1 7 12,500 1 871,125 1 982,810 1 1,437,730 1 1 1 2 2 1 1 1 28 1 34,500 3 2,010,000 17,000 73,458 Page 2 Distribution of Earnings by Investees Other Number of Shares or Principal Amount of Bonds and Notes Amount in Pesos UnionBank of the Philippines Schedule C - Investment Securities December 31, 2009 Name of Issuing Entity and Description of Investment Balance brought forward Debt Securities Bureau of Treasury Robina Republic of the Philippines Power Sector Asset & Liabilities Management Home Development Mutual Fund Benpres Holdings Corporation Republic of Indonesia National Power Corporation Development Bank of the Philippines HSBC-LTNCD JG Summit Universal Robina Corporation Land Bank of the Philippines Metro Rail Transport Corporation Number of Shares or Principal Amount of Bonds and Notes Amount in Pesos P 3,074,726,350 P 16,657,573,558 7,544,321,391 1,810,485,600 1,020,103,058 897,581,446 632,073,750 549,269,570 235,042,500 175,517,578 121,637,901 109,537,313 48,726,730 39,699,660 Equity in Earnings (Losses) of Investee for the Period Other 29,841,570,053 Held-to-maturiy Investments Republic of the Philippines Bureau of Treasury Republic of Indonesia National Development Corporation National Food Authority Land Bank of the Philippines Home Development Mutual Fund Home Guaranty Polysindo EKA Perkasa Putnam CBO II Limited/Corp. Atlantic Global Others P 32,916,296,403 P 18,912,179,544 2,023,114,502 2,587,474,081 700,000,000 500,000,000 45,058,888 50,747,343 76,584,840 138,600,000 92,400,000 46,200,000 1,442,718 25,173,801,916 P Page 3 Distribution of Earnings by Investees Other Number of Shares or Principal Amount of Bonds and Notes Amount in Pesos UnionBank of the Philippines Schedule D - Indebtedness of Unconsolidated Subsidiaries and Affiliates December 31, 2009 Name of Related Party Balance at Beginning of Year Balance at End of Year N/A Purpose UnionBank of the Philippines Schedule E - Intangible Assets December 31, 2009 Description Goodwill Computer software * Beginning Balance Additions at Cost P P P 7,886,898,455 229,611,485 8,116,509,940 P Charged to Cost and Expenses 161,375,422 161,375,422 P - Charged to Other Accounts P - 49,929,989 * - under Other Resources Page 3 P - Ending Balance P - P 7,886,898,455 341,056,918 P - P 8,227,955,374 - 49,929,989 P Other Changes Additions (Deductions) UnionBank of the Philippines Schedule F - Long-term Debt December 31, 2009 Unsecured Subordinated Notes Long-Term Negotiable Certificate of Deposit (LTNCD) * Amount Shown Under Caption"Current Portion of Long-term Debt" in Related Statement of Condition Amount Authorized by Indenture Title of Issue and Type of Obligation P P 5,037,100,000 175,000,000 * Included as part of time deposit liabilities in the statement of condition Other details: Unsecured Subordinated Notes - P3,750,000,000 Unsecured Subordinated Notes - P1,287,100,000 LTNCD Series 1 Maturity Date Interest Rate October 14, 2019 September 24, 2016 7.375% 9.500% June 2, 2010 4.46% Page 4 Amount Shown Under Caption"Long-term Debt" in related Statement of Condition 5,037,100,000 UnionBank of the Philippines Schedule G - Indebtedness to Related Parties (Long-term Loans from Related Companies) December 31, 2009 Name of Related Party Balance at Beginning of Year Balance at End of Year N/A Purpose UnionBank of the Philippines Schedule H - Guarantees of Securities of Other Issuers December 31, 2009 Name of Issuing Entity of Securities Guaranteed by the Company for which This Statement is Filed Title of Issue of Each Class of Securities Guaranteed Amount Owned by Person Total Amount Guaranteed for which This Statement Nature of Guarantee and Outstanding is Filed N/A UnionBank of the Philippines Schedule I - Capital Stock December 31, 2009 Number of Shares Held by Title of Issue UnionBank of the Philippines Number of Shares Authorized 670,000,000 Number of Shares Issued Number of Shares and Outstanding as Reserved for Options, Shown Under the Related Warrants, Conversion Statement of Condition and Other Rights Caption 641,422,420 Page 5 Related Parties Directors, Officers and Employees 12,959,782 Others UNIONBANK OF THE PHILIPPINES UnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road, Ortigas Center, Pasig City Reconciliation of Surplus Free Available for Dividend Distribution December 31, 2009 (Amounts in Thousand of Philippine Pesos) SURPLUS FREE AVAILABLE FOR DIVIDEND DECLARATION AT BEGINNING OF YEAR P Net Income Realized for the Year Net income per audited financial statements 15,502,071 4,306,218 Add unrealized losses, net of tax: Fair value losses from investment properties 169,678 Less unrealized gains, net of tax: Unrealized foreign exchange gains - net Fair value gains arising from mark-to-market measurement 635,778 985,490 349,712 of financial assets at fair value through profit or loss 3,490,406 Add (Less) Changes in Surplus Free for the Year Dividend declarations during the year Appropriations of surplus free during the year ( ( SURPLUS FREE AVAILABLE FOR DIVIDEND DECLARATION AT END OF YEAR -7- 718,392 ) 10,572 ) ( 728,964 ) P 18,263,513 Index To Exhibits Form 17-A Exhibit Number (18) Subsidiaries of Registrant (29) Additional Exhibits List of Leased Branches Undertaking to provide copies of the Annual Report Page Number UnionBank of the Philippines subsidiaries and affiliates include: Percentage Ownership Subsidiaries: Union Properties, Inc. (“UPI”) and subsidiaries: 100.0% First Union Direct Corporation (“FUDC”) First Union Plans, Inc (“FUPI”) 100.0% 100.0% Union Bank Currency Brokers Corp (“UCBC”) 100.0% Union Data Corporation (“UDC”) 100.0% UBP Securities, Inc. (“UBPSI”) 100.0% UBP – Insurance Brokers, Inc. (“UBPIBI”) 100.0% Interventure Capital Corporation 60.0% 2 LIST OF UNIONBANK BRANCHES BRANCH 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 REGION AREA (SQM) LEASE PERIOD MODE OF RENTAL RATE FROM TO PAYMENT PER MONTH ADDRESS ACROPOLIS 5/ Quezon City 127.67 1-Mar-04 28-Feb-14 Monthly 74,088.00 AGUIRRE 5/ Makati City 89.00 1-Apr-07 31-Mar-12 Monthly 50,998.58 B&M Bldg., Aguirre St, Legaspi Village ALABANG TOWN (Kiosk) 5/ City of Muntinlupa 1-Oct-02 30-Sep-07 Monthly 76,229.98 Makati Supermart Alabang, Alabang Town Center AMORSOLO Makati City 17.50 4,157.79 ANGELES 5/ Region 3 (Central Luzon) 152.00 1-Jul-02 30-Jun-07 Monthly 56,156.40 Prudentialife Bldg., Sto. Rosario St., San Jose, Angeles City ANNAPOLIS 5/ San Juan 185.00 15-Dec-01 14-Dec-06 Monthly 179,080.00 Gr. Floor, Mercedes I Condominium, No. 39 Annapolis St., Greenhills, San Juan, Metro Manila 677 Aurora Blvd., near cor. Broadway St., Bgy. Mariana, New Manila , Q.C. bank owned 171 Bridgeview Bldg., E. Rodriguez Jr. Ave, Bagumbayan G/F iBank Exchange Bldg., No. 142 Amorsolo St., Makati City AURORA BLVD. Quezon City 200.00 15-Mar-05 14-Mar-10 Monthly 55,000.00 AYALA - RUFINO 5/ Makati City 170.00 1-Jul-92 30-Jun-07 Monthly 163,490.70 Rufino Bldg. Ayala Ave. corner V Rufino St. AYALA ALABANG City of Muntinlupa 389.00 1-Jul-09 30-Jun-14 Monthly 305,779.00 G/F NOL Building, Commerce cor. Acacia, Alabang, Muntinlupa AYALA AVE Makati City 403.60 16-Nov-05 15-Nov-10 Monthly 350,413.09 G/F Madrigal Building, 6793 Ayala Avenue, Makati City AYALA SSS Makati City 284.60 1-Dec-05 30-Nov-13 Annually 378,802.60 SSS (Makati) Building Ayala Avenue corner V.A. Rufino St BACLARAN Parañaque City 187.85 16-Nov-05 15-Nov-10 Monthly 54,364.96 2/F Baclaran Supermall, F. B. Harrison cor. Taft Avenu Ext., Baclaran, Paranaque City BACOLOD CITY Region 6 (Western Visayas) 297.00 15-Nov-04 14-Nov-09 Monthly 66,786.88 GF Philam Bldg., Lacson Street cor. Galo, Bacolod City BACOLOD CITY Region 6 (Western Visayas) 272.00 1-Apr-09 31-Mar-14 Monthly 65,290.05 1st Provincial Finance Corp. Bldg., Araneta St. corner Rosario St., Bacolod City BACOOR Region 4-A (CALABARZON) 165.00 1-Apr-01 31-Mar-11 Monthly 76,750.94 Addio Bldg., Aguinaldo Highway, Talaba, Bacoor, Cavite BAESA 5/ Quezon City 178.00 30-Apr-91 29-Apr-06 Monthly 49,160.34 Dra. C.Pascual Bldg., 142 Quirino Highway, Baesa BAGUIO CITY 5/ CAR 86.00 1-Mar-07 30-Nov-07 Monthly 55,081.60 Antipolo Annex A Bldg., 85 Session Road, Baguio City BALIWAG Region 3 (Central Luzon) 226.00 1-Jun-01 31-May-11 Quarterly 83,896.50 Benigno Aquino Ave., Poblacion, Baliwag Bulacan BANAWE Quezon City 572.94 15-Aug-05 14-Aug-15 Monthly 202,469.33 420 Ever Group Bldg., Banawe cor. Quezon Ave., Quezon City BATANGAS CITY Region 4-A (CALABARZON) 240.00 1-Oct-04 30-Sep-09 Monthly 121,550.63 P. Burgos Street, near cor. D. Silang, Batangas City BF HOMES 6/ Parañaque City 404.00 1-Sep-06 31-Aug-11 Monthly 205,559.58 55 President Avenue, BF Homes, Parañaque City BICUTAN 6/ Parañaque City 278.00 1-Jun-96 31-May-14 Monthly 115,189.48 28 Doña Soledad Ave., Better Living Subd., Bicutan, Paranaque City BIÑAN-CARMONA Region 4-A (CALABARZON) 500.00 1-Jul-05 30-Jun-15 Monthly 66,300.00 Golden Mile Business Park, National Highway, Brgy. Brgy. Maduya, Carmona, Cavite BINONDO CENTER City of Manila 795.00 1-Feb-07 31-Jan-13 Annually 661,500.00 G/F Hap Hong Building, Q. Paredes cor. Dasmariñas St., Binondo, Manila BONI AVENUE 6/ Mandaluyong City 459.00 6-Dec-96 5-Dec-11 Monthly 140,767.07 Boni Avenue cor. Ligaya St., Mandaluyong City BONIFACIO GLOBAL CITY Taguig City 150.00 29-Apr-09 28-Apr-14 Monthly 165,000.00 Mancor Corporate Center, along 32nd Street, Bonifacio Global City, Taguig City BUTUAN Butuan City 150.00 10-Aug-09 9-Aug-15 Monthly 30,000.00 GF CAP Bldg. J.C. Aquino Ave corner J. Rosales St., Brgy Tandang Sora, Butuan City CABANATUAN Region 3 (Central Luzon) 342.00 CAGAYAN DE ORO CITY Region 10 (Northern Mindanao) 296.74 CAGAYAN DE ORO CITY Region 10 (Northern Mindanao) 750.00 CAINTA 5/ Region 4-A (CALABARZON) 160.00 CALAMBA Region 4-A (CALABARZON) 200.00 CALAMBA 5/ Region 4-A (CALABARZON) 244.00 CEBU ASIATOWN IT PARK Region 7 (Central Visayas) 211.00 1-Feb-09 CEBU - BANILAD 2/ Region 7 (Central Visayas) 160.00 1-Nov-93 31-Oct-13 Prepaid CEBU - BORROMEO Region 7 (Central Visayas) 74.00 30-Jun-05 29-Jun-10 Monthly 47,544.65 Plaza Borromeo, Borromeo St., Cebu City CEBU - COLON Region 7 (Central Visayas) 143.00 4-Mar-07 3-Mar-11 Monthly 57,881.25 Inday Pinning Building Colon St, Cebu City CEBU - FUENTE Region 7 (Central Visayas) 138.74 1-Apr-05 31-Mar-10 Monthly 117,188.76 Fuente Osmeña, Cebu City CEBU - PLARIDEL 5/ Region 7 (Central Visayas) 300.00 1-Feb-07 31-Jan-12 Monthly 144,224.42 No. 104 Plaridel St., Brgy. Sto. Niño, Cebu City CEBU - SM 5/ Region 7 (Central Visayas) 137.27 30-Apr-07 30-Apr-10 Monthly CEBU BUSINESS PARK Region 7 (Central Visayas) 516.35 1-Jul-98 30-Sep-08 Monthly 1-Feb-93 31-Jan-08 Monthly 1-Jul-04 30-Jun-09 1-Jun-97 31-May-07 30-Jan-14 bank owned P.Burgos St., Cabanatuan City 205,498.17 Philamlife Bldg., Velez cor. Echem, Cagayan de Oro City bank owned Lapasan National Highway, Cagayan de Oro City 69,745.69 F.Felix Ave. corner Karangalan Drive, Cainta, Rizal Monthly 47,000.00 Marcelita Bldg., National Highway, Brgy Real, Calamba Laguna Monthly 142,646.09 National Highway, Bo. Parian, Calamba, Laguna monthly 146,750.50 Unit GF-01, TG Tower, Asiatown I.T. Park, Barangay Apas, Cebu City Gaisano Country Mall, Talamban Road, Banilad, Cebu City 116,679.50 SM City Cebu, North Reclamation Area Cebu City bank owned UnionBank Cebu Business Park Bldg., Cardinal Rosales Ave. corner Samar Loop, Cebu Business Park Cebu City CEBU CENTER 5/ Region 7 (Central Visayas) 520.00 15-Sep-06 14-Sep-11 Monthly 331,226.62 Gen. Maxilom Avenue, Cebu City COMMONWEALTH Quezon City 293.78 1-Mar-05 28-Feb-10 Monthly 100,227.27 G/F Diliman Commercial Center, Commonwealth Avenue BRANCH 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 CONGRESSIONAL 6/ REGION AREA (SQM) LEASE PERIOD FROM 16-Aug-97 TO 12-Aug-12 MODE OF RENTAL RATE PAYMENT Monthly PER MONTH 119,790.00 ADDRESS Quezon City 500.00 Congressional Ave. Ext. near cor. Mindanao Avenue, Quezon City CONGRESSIONAL AVENUE Quezon City 128.00 26-Feb-01 25-Feb-11 Monthly 63,784.91 RTS Bldg., 22 Congressional Ave corner Visayas Ave CUBAO - AURORA 5/ Quezon City 276.00 15-Sep-90 14-Sep-05 Quarterly 78,498.00 J & F Divino Bldg., 961 Aurora Blvd, Cubao CUBAO - RUSTANS Quezon City 108.00 30-Nov-04 30-Nov-09 Monthly 65,450.35 Rustan's Superstore Bldg., Araneta Center Cubao CUBAO 6/ Quezon City 230.00 1-Feb-00 31-Jan-10 Monthly 62,004.64 7th Avenue cor P. Tuazon, Cubao, Quezon City DAGUPAN 5/ Region 1 (Ilocos Region) 250.41 1-Jan-07 31-Dec-12 Monthly 91,254.12 A. B. Fernandez Avenue, Dagupan City DASMARINAS City of Manila 84.25 16-Jul-01 15-Jul-11 Monthly 62,799.13 G.A.Cu-Unjieng Bldg., Q. Paredes St. corner Dasmarinas St., Binondo, Manila DASMARIÑAS Region 4-A (CALABARZON) 350.00 1-Dec-04 30-Nov-14 Monthly DASMARIÑAS VILL Makati City 0.00 DASMARIÑAS VILL Makati City 188.45 1-Jul-03 30-Jun-08 Monthly 63,287.94 Solid House Bldg. Lumbang St. corner Pasong Tamo Extension DAVAO - DUTERTE 5/ Region 11 (Davao Region) 91.70 1-May-05 30-Apr-10 Monthly 30,387.66 Duterte St. corner Pelayo St., Davao City Monteverde Avenue cor. Sales St., Davao City 86,706.11 bank owned Aguinaldo Hi-way cor. Congressional Avenue, Dasmariñas, Cavite G/F Priscilla 100 Bldg., 2297 Pasong Tamo Ext., Makati City DAVAO - MONTEVERDE Region 11 (Davao Region) 360.00 1-Jul-06 30-Jun-11 Monthly 136,400.00 DAVAO - QUIRINO Region 11 (Davao Region) 600.00 15-Sep-02 14-Sep-14 Monthly 54,573.75 Quirino Avenue cor San Pedro St., Davao City DAVAO - RECTO 5/ Region 11 (Davao Region) 258.00 2-Nov-06 1-Nov-11 Monthly 63,486.06 Valgosons Bldg., C.M. Recto St., Davao City DAVAO - U MALL Region 11 (Davao Region) 125.23 1-May-05 30-Apr-10 Monthly 81,404.65 City Triangle Bldg., C.M. Recto St. corner M. Roxas St., Davao City DAVAO - VICTORIA PLAZA 5/ Region 11 (Davao Region) 114.22 14-Apr-05 13-Apr-07 Monthly 76,786.99 Davao-Magsaysay Region 11 (Davao Region) Bankowned bank owned R. Magsaysay St. corner Jacinto St., Davao City 447 Del Monte Avenue cor. Biak na Bato, Quezon City Victoria Plaza Complex, J.P. Laurel Ave., Davao City DEL MONTE AVE. 6/ Quezon City 377.00 1-Jun-01 30-Apr-11 Monthly 149,653.09 DIVISORIA 5/ City of Manila 134.36 1-Feb-98 31-Jan-03 Monthly 96,000.00 Hin Long Bldg. 719 Juan Luna Street corner Sta Elena Street, Manila DR. A. SANTOS Parañaque City 50.00 1-Jan-10 31-Dec-14 monthly 40,000.00 GF Lianas Supermarket, Dr. A. Santos Avenue corner Canaynay Road, Parañaque City 31-May-04 Monthly 39,272.93 78-E E.Rodriguez Sr. Ave. DUMAGUETE Dumaguete City E. RODRIGUEZ 5/ Quezon City 293.19 1-Jun-84 Bankowned EDSA - KALOOKAN 6/ Kalookan City 399.00 EMERALD - bankowned Pasig City ERMITA MABINI (FAURA) ESCOLTA Real and San Juan street., two major road in the city., Dumaguete City 16-Mar-00 15-Mar-10 Monthly 197,880.04 EDSA cor. Urbano Plata St., Kalookan City 0.00 1-Jul-04 31-May-08 Monthly Rent for AHU 20,810.79 G/F Wynsum Corp. Plaza, Ortigas Center, Pasig City City of Manila City of Manila 150.00 219.78 1-Aug-02 1-Jun-05 31-Jul-12 31-May-10 Annually Monthly 80,327.96 143,430.00 1336 A.Mabini St., Ermita Manila G/F Regina Building, Escolta G. ARANETA Quezon City 230.00 1-May-97 30-Apr-09 Monthly 77,948.68 Del Moral Building, 341 G. Araneta Ave., Quezon City GEN. SANTOS CITY Region 12 (SOCCSKSARGEN) 317.00 5-Sep-03 4-Sep-08 Monthly 101,923.85 G/F Laiz Building, Pioneer Avenue, General Santos City GEN. SANTOS CITY GOTESCO-COMMONWEALTH 4/ Region 12 (SOCCSKSARGEN) Quezon City 455.00 200.20 1-Mar-90 1-Feb-94 28-Feb-10 31-Jan-14 Monthly Prepaid 45,697.80 UnionBank Bldg., Pioneer Avenue, General Santos City Ever Gotesco Commonwealth, Don Antonio St., corner Commonwealth Ave. GREENBELT Makati City 187.53 1-Sep-08 31-Aug-09 Monthly 187,201.82 Aboitiz Bldg., 110 Legaspi St., Legaspi Village GREENHILLS 5/ San Juan 2,088.00 1-Apr-07 31-Mar-12 Quarterly 290,399.85 Ortigas Ave. near cor. Wilson St., San Juan, Metro Manila GSIS Pasay City 155.00 1-Jun-05 31-May-13 Monthly 79,664.19 GSIS Main Office Financial Center H.V. DELA COSTA Makati City 238.63 2-Jan-06 1-Jan-11 Monthly 101,519.69 Unit 101, Gr Fl Singapore Airlines House, H. V. dela Costa St., Salcedo Vill., Makati ILIGAN CITY Region 10 (Northern Mindanao) 202.00 ILOILO CITY Region 6 (Western Visayas) 200.00 15-Jun-98 14-Jun-08 ILOILO CITY Region 6 (Western Visayas) 500.00 1-May-07 30-Apr-12 IMUS Region 4-A (CALABARZON) 200.00 1-Nov-98 31-Oct-13 bank owned Quezon Avenue, Iligan City bank owned Gen Luna St. Iloilo City Monthly 104,500.00 Villanueva Bldg., Iznart St., Iloilo City Monthly 157,912.38 G/F Melta Building, Aguinaldo Hi-way cor. Sampaguita Village, Imus, Cavite BRANCH 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 INSULAR-AYALA PASEO REGION Makati City LEASE PERIOD MODE OF RENTAL RATE FROM TO PAYMENT PER MONTH 267.00 1-Oct-05 30-Sep-10 Monthly 349,982.53 Insular Life Building, Ayala Avenue corner Paseo de Roxas Gr. Floor, BF Condominium Bldg., A. Soriano Jr., Avenue, Intramuros, Manila AREA (SQM) ADDRESS INTRAMUROS City of Manila 308.86 1-Aug-05 31-Jul-11 Monthly 159,173.44 J. P. RIZAL Makati City 120.00 1-Dec-02 30-Nov-12 Monthly 34,807.68 731 J.P.Rizal St. JUAN LUNA City of Manila 260.00 15-Jan-06 14-Jan-11 Monthly 140,742.83 Juan Luna, near corner Padre Rada Tondo, Manila JULIA VARGAS 5/ Pasig City 176.80 1-Mar-02 28-Feb-07 Monthly 107,554.12 Centerpoint Condominium, Dona Julia Vargas Ave. cor. Garnet St. Ortigas Center KALOOKAN Kalookan City 680.00 1-May-00 30-Apr-10 Monthly 234,066.00 9 97th Avenue near corner Rizal Avenue, Grace Park, Kalookan City KALOOKAN 5/ Kalookan City 410.00 1-Aug-97 31-Jul-07 Monthly 135,000.00 357 Rizal Ave. Ext. Grace Park KAMIAS 5/ Quezon City 192.00 1-Dec-01 30-Nov-06 Monthly 78,789.45 Gr. Floor, TDS Bldg., No. 72 Kamias Road, Quezon City 335 Katipunan Avenue, Loyola Heights, Quezon City KATIPUNAN Quezon City 200.00 16-Jan-04 15-Jan-09 Monthly 133,126.88 LAOAG 5/ Region 1 (Ilocos Region) 160.00 1-Jun-97 31-May-07 Monthly 52,965.00 Rizal St. corner Guerrero St., Laoag City, Ilocos Norte LAPU - LAPU CITY Region 7 (Central Visayas) 142.39 1-Mar-06 28-Feb-11 Monthly 69,457.50 M. L. Quezon National Highway, Pusok, Lapu-Lapu City LAPU LAPU Region 7 (Central Visayas) 242.00 1-Jun-01 31-May-26 Monthly 13,568.94 Lot 2, Block 1, Phase 1, MEPZ II, SEPZ, Lapu-Lapu City, Cebu LAS PIÑAS Las Piñas City 776.00 16-Aug-80 15-Aug-10 every 4 mos. 18,701.60 Real St., Pamplona LAS PIÑAS 6/ Las Piñas City 554.00 1-Jun-96 31-May-11 Monthly 142,655.83 Alabang-Zapote Rd. cor. Crispina Avenue, Las Piñas City LEGAZPI CITY 5/ Region 5 (Bicol Region) 184.00 1-Jan-02 31-Dec-06 Monthly 60,775.31 Sia Ko Pio Bldg., Rizal St., Legaspi City LIBERTAD MANDALUYONG Mandaluyong City 162.00 1-Jan-10 31-Dec-14 Monthly 64,800.00 GF Cluster El Dorado, California Garden Square, Libertad, Mandaluyong City LIBIS Quezon City 216.00 1-Jan-05 31-Dec-09 Monthly 115,762.50 184-B E. Rodriguez Jr. Ave., Bagumbayan, Quezon City LIPA CITY 5/ Region 4-A (CALABARZON) 404.00 1-May-07 30-Apr-12 Monthly 165,375.00 B. Morada Avenue, Lipa City, Batangas LUCENA Region 4-A (CALABARZON) 65.00 1-Aug-05 31-Jul-10 Monthly 42,095.46 Prestige Bldg., Quezon Ave. corner Evangelista St. MAGALLANES Makati City 82.00 16-Dec-09 15-Dec-14 monthly 41,000.00 GF Maga Center, Paseo De Magallanes, Magallanes, Makati City MAKATI AVENUE 5/ Makati City 668.00 1-Jan-06 31-Dec-16 Monthly 457,380.00 Makati Avenue corner Durban St., Makati City MAKRO SUCAT (Kiosk) City of Muntinlupa 50.50 1-Jan-06 31-Dec-11 Monthly 44,935.46 Kilometer 21 East Service Road MALABON Malabon City 407.00 6-Sep-96 5-Sep-08 Monthly 59,186.24 Gov. Pascual Avenue cor. River St., Malabon, Metro Manila MALATE City of Manila 169.00 16-Oct-04 15-Oct-09 Monthly 130,438.00 G/F Marioco Building, 1945 M. Adriatico St., Malate, Manila MALINTA Valenzuela City 180.00 16-Jul-06 15-Jul-08 Monthly 80,000.00 No. 295, Maysan Road, Paso de Blas, Valenzuela City MANDALUYONG 5/ Mandaluyong City 169.00 1-Feb-96 31-Jan-06 Annually 139,741.88 PICPA Bldg., 700 Shaw Blvd MANDAUE CITY Region 7 (Central Visayas) 192.00 1-Jan-07 31-Dec-11 Monthly 70,127.59 Gr. Floor, Khuz'ns Bldg., North Hi-way, Estancia, Mandaue City MANDAUE CITY Region 7 (Central Visayas) 220.00 1-Mar-05 28-Feb-10 Monthly 75,245.62 Kentredder Bldg., A. Cortes St., Mandaue City, Cebu MARIKINA 5/ Marikina City 315.30 1-Oct-97 30-Sep-07 Monthly 152,193.25 CND Building, 233 J.P. Rizal cor. Sta. Ines St., Sta. Elena MASANGKAY 5/ City of Manila 346.00 15-Sep-96 14-Sep-06 Monthly 150,000.00 911-913 Masangkay St., Binondo, Manila MAYHALIGUE 5/ City of Manila 142.12 1-Jul-02 30-Jun-07 Monthly 85,866.00 Gr. Floor, One Masangkay Place, No. 1420 Masangkay near cor. Mayhaligue St., Sta. Cruz Manila MCKINLEY HILL MEDICAL CITY Taguig City Pasig City 166.00 90.00 1-Jan-10 1-Jun-04 31-Dec-14 31-May-14 Monthly Fully Paid 182,600.00 Unit 1A and 1B Two World Square, McKinley Hill, Taguig City The Medical Arts Tower, Medical City Hospital, Ortigas Avenue MEYCAUAYAN 5/ Region 3 (Central Luzon) 180.00 1-Jan-02 31-Dec-06 Monthly 109,200.00 MUÑOZ Quezon City 182.00 21-Mar-72 1-Mar-22 Monthly 3,517.73 Gr. Floor, Marian Bldg., McArthur Hi-way, Calvario, Meycauayan, Bulacan MUNTINLUPA City of Muntinlupa 200.00 1-Oct-91 30-Sep-06 Monthly 127,776.00 NAGA CITY 5/ Region 5 (Bicol Region) 235.00 1-Sep-98 30-Aug-03 Quarterly 73,205.00 Padian St., Naga City NAVOTAS 6/ Navotas 500.00 1-Jun-96 31-May-11 Monthly 73,242.19 807-817 M. Naval St., Navotas, Metro Manila NEW DIVISORIA City of Manila 119.00 1-Jul-03 28-Feb-15 Monthly 16,910.36 Stall UG-05 to 06, Sto. Cristo cor. MD Santos Street, Binondo Muñoz Market, EDSA 12 National Road, Putatan BRANCH 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 NOVALICHES (Gulod) 6/ REGION AREA (SQM) LEASE PERIOD MODE OF RENTAL RATE FROM TO PAYMENT PER MONTH 157,166.12 854 Quirino Hiway, Gulod, Novaliches, Quezon City 44,669.86 Leonora Bldg., 577 Quirino Highway, Talipapa, Novaliches ADDRESS Quezon City 562.00 1-Aug-97 31-Jul-12 Monthly NOVALICHES (Talipapa) 5/ Quezon City 179.50 1-Jan-02 31-Dec-06 Monthly OLONGAPO Region 3 (Central Luzon) 327.00 ORTIGAS (SAN MIGUEL) 5/ Pasig City 143.32 1-Dec-02 30-Nov-07 Annually 140,390.97 21 San Miguel Ave., Ortigas Center PAGADIAN CITY Region 9 (Zamboanga Peninsula) 230.00 1-Jan-05 31-Dec-09 Monthly 76,768.82 Rizal Ave., Pagadian City PAMPANGA Region 3 (Central Luzon) 300.00 1-Jun-03 31-May-08 Monthly 94,500.00 GF Mel-Vi Bldg., Olongapo-Gapan Road, Dolores, City of San Fernando, Pampanga PANDACAN 5/ City of Manila 89.00 1-Jun-06 31-May-11 Monthly 70,422.00 1763 Paz M. Guazon St., Paco, Manila PARAÑAQUE (LA HUERTA) 5 Parañaque City 415.00 1-Apr-87 31-Mar-07 Monthly 81,236.84 Quirino Ave. corner V. Medina St., La Huerta, Parañaque PASAY (TAFT) Pasay City 170.00 1-Dec-05 30-Nov-10 Monthly 86,821.88 along Taft Avenue, Pasay City PASAY ROAD Makati City 200.00 1-Jun-06 30-May-11 Quarterly 148,837.50 Gemland Comml Building, 912 Pasay Road, San Lorenzo Vill., Makati City bank owned 87 Magsaysay Drive, Olongapo City PASIG - SHAW Pasig City 432.88 1-Feb-06 31-Jan-11 Monthly 214,597.62 131-133 Shaw Boulevard, Pasig City PASONG TAMO Makati City 166.75 1-Oct-06 30-Sep-11 Monthly 107,489.70 La Fuerza Bldg., 2241 Pasong Tamo St. PASONG TAMO 5/ Makati City 272.56 1-Aug-00 31-Jul-06 Monthly 208,101.60 G/F JTKC Building, Pasong Tamo, Makati City PEREA Makati City 340.00 16-Oct-04 15-Oct-09 Monthly 157,437.00 G/F Greenbelt Mansion, 106 Perea St., Legaspi Village, Makati City QUEZON AVE - CAPITOL 5/ Quezon City 148.50 15-Mar-96 14-Mar-06 Semi-Annual 120,960.00 Capitol Medical Center III Bldg., Quezon Avenue corner Scout Magbanua St. RADA 5/ Makati City 185.00 1-Jun-04 31-May-07 Monthly 78,704.54 Prince Bldg., 117 Rada St, Legaspi Village RETIRO 5/ Quezon City 361.95 3-Oct-01 2-Oct-06 Monthly 126,000.00 Amoranto St., (formerly Retiro) near cor. Mayon Street, QC bank owned Richville Corporate Tower, Madrigal Bus. Park, Alabang Zapote Rd., Alabang 30-Jun-10 Monthly 145,394.82 244 Roosevelt Avenue, San Francisco del Monte, Quezon City RICHVILLE City of Muntinlupa ROOSEVELT 6/ Quezon City 392.00 1-Jul-99 SALCEDO 5/ Makati City 169.50 1-Mar-06 28-Feb-11 Monthly 148,638.40 Golden Rock Bldg., 168 Salcedo St., Legaspi Village SAN FERNANDO Region 3 (Central Luzon) 80.00 1-Jun-98 31-May-08 Monthly 31,800.11 3M Bldg., MacArthur Highway, San Agustin, San Fernando, Pampanga SAN PEDRO Region 4-A (CALABARZON) 500.00 1-Jan-06 31-Dec-16 Monthly 91,878.23 National Highway, near cor. Cataquiz Avenue, Brgy. Landayan, San Pedro, Laguna 200.00 1-Aug-06 31-Jul-11 Monthly 55,081.60 along Maharlika Highway, Santiago, Isabela SANTIAGO 5/ SHAW PASIG 5/ Pasig City 112.00 1-Mar-02 28-Feb-07 Monthly 51,408.05 Chipeco Bldg., Shaw Blvd corner Meralco Ave. Pasig City SOLER City of Manila 105.00 1-Jun-05 31-May-15 Monthly 46,305.00 PCC Bldg., Soler St., Sta. Cruz, Manila Quezon Ave. cor. Sct. Albano St., Quezon City SOUTH TRIANGLE 6/ Quezon City 500.00 1-Jan-97 31-Dec-06 Monthly 224,868.50 STA. ROSA 5/ Region 4-A (CALABARZON) 200.00 1-Nov-07 31-Oct-12 Monthly 60,000.00 Poblacion St., Barangay II, Sta. Rosa, Laguna STO. CRISTO City of Manila 261.65 1-Mar-06 28-Feb-16 Monthly 176,292.88 Units LG 01, 02, 06 Burke Plaza, Sto Cristo cor San Fernando Sts , Binondo Manila SUBIC 130.00 10-Apr-08 31-Jul-54 one time pymt 6,500,000.00 SUCAT (JAKA Plaza) Parañaque City 256.20 25-Feb-05 24-Feb-10 Monthly 83,676.37 Subic Executive Loft Condo, Manila corner Canal Road, Subic SUCAT 6/ Parañaque City 658.20 1-Apr-97 31-Mar-07 Monthly 144,703.13 Sucat Road, San Dionisio, Parañaque City T. ALONZO 5/ City of Manila 165.00 1-Apr-97 31-Mar-07 Monthly 181,500.00 593 T. Alonzo St., Sta. Cruz, Manila TACLOBAN CITY Region 8 (Eastern Visayas) 92.25 3-Apr-06 2-Apr-11 Monthly 44,280.63 Josmar Bldg., M.H. del Pilar St. corner Zamora St., Tacloban City TAFT AVENUE 5/ City of Manila 200.06 1-Oct-01 30-Sep-06 Monthly 65,454.55 GO1 & LG1, The Kassel Condominium, No. 2625 Taft Avenue near cor. Vito Cruz St., Malate, Manila TAGBILARAN Region 7 (Central Visayas) 114.00 1-Oct-07 30-Sep-12 Monthly 65,835.00 CPG Avenue, Tagbilaran, Bohol City TARLAC 5/ Region 3 (Central Luzon) 195.00 1-Apr-07 28-Feb-12 Monthly 86,711.63 Jaral Bldg. McArthur Ave. cor. Juan Luna St., Tarlac, Tarlac TEKTITE Pasig City 404.00 30-Sep-05 30-Sep-10 Monthly 419,869.58 G/F PSE Center, Ortigas Complex, Pasig City TIMOG 5/ Quezon City 233.00 24-Feb-92 23-Feb-07 every 4 mos. 129,981.86 Cabrera Building II. 64 Timog Ave TOMAS MORATO Quezon City 275.00 1-Dec-04 30-Nov-09 Monthly 169,400.00 T. Morato cor. Sct. Lozano, Quezon City JAKA Plaza, Dr. A. Santos Ave BRANCH 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 REGION TUGUEGARAO LEASE PERIOD MODE OF RENTAL RATE FROM TO PAYMENT PER MONTH 275.00 1-Mar-03 30-Apr-13 Annually 42,639.40 AREA (SQM) TUTUBAN City of Manila 248.25 23-Aug-01 22-Aug-14 one time pymt 11,191,200.16 UN AVENUE City of Manila 250.00 1-Jan-00 31-Dec-09 Monthly 250,228.00 UNIONBANK PLAZA Pasig City VALENZUELA Valenzuela City VALERO 5/ VALERO 5/ 6/ Units LH-PL 12 & LH-PL 12A, Looproad Shophouse, Prime Block Mall, Tutuban Center, C. M. Recto Ave., Mla. M.H. del Pilar corner M. Guerrero Streets, U.N. Avenue, Ermita, Manila bank owned UnionBank Plaza Bldg., Meralco Ave. corner Onyx St. Monthly 150,924.92 Km 12 McArthur Hi-way, Marulas, Valenzuela 500.00 15-May-06 14-May-11 Makati City 243.14 16-May-05 15-May-07 Monthly 241,255.67 G/F Antel Platinum Tower, 154 Valero Street, Salcedo Village, Makati City Makati City 153.00 1-Aug-07 31-Jul-12 Semi-Annual 123,930.00 Le Grand Condominium, 130 Valero St., Salcedo Village VIGAN Region 1 (Ilocos Region) 156.80 1-Sep-96 30-Aug-11 Monthly 49,603.70 Jose Singson St., Vigan, Ilocos Sur VITO CRUZ 5/ Makati City 81.78 1-Dec-00 30-Nov-05 Monthly 57,066.23 Kingswood Arcade, Vito Cruz St. corner Pasong Tamo St. WACK - WACK Mandaluyong City 116.00 1-Jan-00 31-Dec-09 Monthly 111,895.07 6 Shaw Blvd. corner Laurel St., Mandaluyong City WEST AVENUE Quezon City 294.85 1-Jun-06 31-May-13 Monthly 85,867.50 #91 West Ave. Brgy Bungad, Quezon City WEST AVENUE 5/ Quezon City 250.00 1-Apr-02 31-Mar-07 Quarterly 69,272.28 27-A West Ave. WEST SERVICE ROAD Parañaque City 125.00 1-Aug-07 31-Jul-12 Annually 74,867.50 Rodeo Bldg., Km. 18 West Service Road, South Luzon Expressway WORLD CENTER 5/ Makati City 350.00 1-Mar-02 28-Feb-07 Quarterly 112,991.92 330 Sen. Gil J. Puyat Ave. ZAMBOANGA CITY Region 9 (Zamboanga Peninsula) 330.00 1-Nov-04 30-Sep-09 Monthly 92,610.00 Canelar Street corner Buenavista, Zamboanga City ZAMBOANGA CITY 5/ Region 9 (Zamboanga Peninsula) 161.96 16-Mar-02 15-Mar-07 Monthly 33,294.39 Orion Cineplex Bldg., along Pilar Street, Zamboanga City NOTE: TERMS OF RENEWAL OPTIONS AND ACQUISITIONS: 1/ 2/ 3/ 4/ 5/ ADDRESS #106 Bonifacio Street,Tuguegarao City Bacolod City - one time payment of P5.040M for 5 years Cebu Banilad - one time payment of P5.040M for 5 years Dr. A. Santos - one time payment of P1.149M for 5 years Gotesco-Commonwealth - one time payment of P6.3M for 20 years For renewal All others renewal term: every 5 years Branches with lease agreement for acquisition by purchase (DEFERRED) expired for renewal UNDERTAKING TO PROVIDE COPIES OF THE ANNUAL REPORT The Bank undertakes to provide without charge to each person solicited, upon written request of such person, a copy of the Bank’s annual report on SEC Form 17-A. Requests may be sent to Ms. Virgie San Pascual 18th Floor, UnionBank Plaza, Meralco Avenue corner Onyx and Sapphire Streets, Ortigas Center, Pasig City.