United Coconut Planters Bank
Transcription
United Coconut Planters Bank
UCPB 2012 Annual Report / 1 TABLE OF CONTENTS Message from the Chairman 4 Message from the President and CEO 8 Financial Highlights 12 Operational Highlights 14 Branch Banking 16 Consumer Banking 20 Corporate Banking 24 Treasury 28 Trust Banking 30 Human Resources 32 Marketing 34 Corporate Social Responsibility 36 Risk Management 38 Corporate Governance 45 Board of Directors 48 Advisory Council 56 Management Committee 60 Senior Officers 62 Products and Services 68 Audited Financial Statements 70 Branches and Subsidiaries 154 About UCPB UCPB is a leading provider of financial products and services to private corporations, middlemarket companies, small and medium-sized enterprises (SMEs), government institutions and individual customers in the Philippines. ABOUT THE COVER The country’s first privately owned universal bank, it provides expanded commercial banking services notably domestic and foreign currency deposits, loans and trade finance, domestic and foreign fund transfers, treasury, foreign exchange, investment banking and trust services. 2 / UCPB 2012 Annual Report There are many directions that one can choose to go. Two turns when making a decision, backwards when remembering the lessons learned, but for UCPB, there is only one direction to take – forward. Forward to better and brighter days, forward to stronger business, forward to the future. There is no better time than now to take this step. Committed to bringing the Bank to the future, the leadership and people of UCPB chart a new course in its history by creating initiatives that focus on achieving sustainable growth for the company. For UCPB, the future is bright, the future is now. Being at the forefront of customer service innovations is among UCPB’s key strengths. Among the first banks to introduce ATM service in the late 1980s, it took the lead with three other banks in organizing Megalink, the Philippines’ first ATM network, in 1991. UCPB has a multi-channel service delivery network that enables it to meet client needs anywhere, with 188 branches and 277 ATMs by the end of 2012. It has embarked on putting in place mobile and online banking facilities that effectively expands its reach and coverage of the marketplace. Its subsidiaries are engaged in related areas of financial services such as thrift banking, financing, leasing, real estate development and stock brokering. Beyond banking, UCPB is also a key player in countryside development. Its UCPB-CIIF Finance and Development Corp. and UCPB-CIIF Foundation implement various credit programs and community building activities in 62 of the country’s 64 coconut-producing provinces to help uplift the quality of life in coconut-producing communities. UCPB 2012 Annual Report / 3 Your Bank is entering a new phase in its history as a corporation and as a universal bank. I am pleased to report that in 2012, we reached our 50th year milestone with record performance yet unseen in our history. As we celebrate the first five decades, we confidently look into the future and are moving forward into UCPB’s next 50 years with greater strength, vibrancy and focus. The Philippine Economy The Philippines showcased its resilience and strong fundamentals when it defied global financial maelstroms to post 6.6% growth in GDP in 2012. This surpassed expectations and earned for the country the sterling distinction of being one of the fastest economies in Asia. The Philippine economy accelerated in the second half of the year on the back of robust consumer demand, higher public expenditures and a jump in farm output and property sector. Coupled with these macroeconomic measures are the surging business process outsourcing (BPO) industry, strong remittance inflows, and the renewed business confidence which combined to drive the economic resurgence in 2012. Remarkably, the strong economic growth was achieved with inflation remaining low and stable, and shows the effectiveness of fiscal and monetary policies set by the government and monetary authorities. At the same time, the Philippines continued to have a strong external position, with balance of payments surplus of $9.2 billion and Gross International Reserves at $83.8 billion as of year-end, which underscore the enhanced standing and capacity of the country to meet external financial shocks. The Banking Sector The banking sector was a beneficiary of the robust Philippine economy, with over-all loans and deposits going up on the strength of private consumer and business spending. Accordingly, gross assets, loans, deposit liabilities and capital accounts continued to post significant growth. As of December 2012, the total assets of the banking sector reached record high of 8.14 trillion , aggregate lending totalled 3.24 trillion, 16.2% up from the year before, continuing the double-digit growth rates since 2011. 44 // UCPB UCPB 2012 2012 Annual Annual Report Report 2012 Annual Report /5 5UCPB / UCPB 2012 Annual Report The expansion in bank lending was sustained along with the improvement in loan and asset quality, with non-performing loans dropping to record-low of 2% last year, in contrast to the over 18% in the wake of the 1997 Asian financial crisis. The Philippine banking sector continued to exhibit capitalization over and above the regulatory and international standard thresholds, with computed capital adequacy ratio of 17.6 percent in 2012 and net Tier 1 CAR of 14.4 percent during the year in review. A Springboard for Faster Growth As we celebrate our 50th year, your Bank managed to register all-time high corporate results, highlighted by record levels of revenues and profits. Total assets continued its ascent to 218.6 billion, bannered by the growth in total capital to 20.7 billion and deposits to 172.8 billion in 2012, which underscore our financial strength and stability. The country’s positive macroeconomic fundamentals and your Bank’s unrelenting effort to execute its strategic directions that was started in 2009 have put it in position to solidify its market standing and to grow even further in the next few years. These strategic programs would not have been possible without the steadfast support of shareholders as represented by the Board of Directors, as well as the management team and people across the Bank. This expression of vision and support has sustained management’s drive and strategic initiative to build the UCPB of the future. Fresh beginning, new start Indeed, UCPB is riding high on the momentum of its strategic endeavors. As we celebrate UCPB’s 50th year and as we renew our corporate mandate, we are given a fresh start and are blazing a new trail in its history. For this opportunity to carry on our legacy of contributing to the nation’s coconut farmers and continuing to provide value to our customers and depositors, we wish to express our sincere gratitude and appreciation to the Board of Directors and our shareholders. The last four years have seen the unstinting support of the National Government and the patronage and trust of our customers, partners and the general public at large. We hope to build once again a great partnership with all to create a new foundation for the fast forward growth of the Bank. Mabuhay ang UCPB. Mabuhay ang Pilipino. We stepped up momentum in 2012 as we stayed the course in our plan to deepen our relationships with corporate and individual clients by offering end-to-end deposit, investment and credit products that provide superior value. Our focus is on supplying customers with products and services that are relevant to their life-cycle needs and wants. Menardo R. Jimenez Chairman Through the last four years, we have invested in re-branding effort, product development, branch expansion and in organizational improvements that have enhanced our capability to serve our markets efficiently and productively. 3 66// UCPB UCPB2012 2012Annual AnnualReport Report 2012 Annual Report /7 7UCPB / UCPB 2012 Annual Report AND CHIEF EXECUTIVE OFFICER The best way to create the future is to invent it. The year 2012 caps an eventful five-year period from 2008 that has been marked by expansion and downturns in the domestic economy and financial and economic upheavals on the global front. Amidst these volatility and seeming instability, your Bank delivered commendable operating and financial results that began with the dramatic turn-around in 2009, which we have sustained in the years hence. This is a testament to the validity of our strategic directions, and the collective will and commitment of the UCPB organization to lead and reinvigorate its future in the years to come. Performance Reinvented UCPB continued to perform, setting a new record in profitability and in attaining new levels of resources and assets in 2012. Net income after tax totalled 3.92 billion for the year, up 28.10 % from the 3.06 billion in 2011. This is the 4th year in a row of strong and consistent performance beginning in 2009 under the program that put the Company on track to growth. The strong growth in earnings surpassed targets and is attributable to the expansion of our loan portfolio and the better-than-expected income from treasury operations and our feebased businesses. Net interest income increased 3.63% from 6.61 billion to 6.85 billion in 2012. Consolidated loan portfolio expanded 26.97% to 89.54 billion from 70.52 billion in 2011. Although the loan portfolio expansion was significant, the increase in net interest income was tempered as the Central Bank no longer pays interest on bank reserves deposited to them. Reflecting the expansion in our penetration of the corporate and commercial sectors, corporate and commercial loan bookings went up 32.95% to 55.84 billion in 2012 from 42.00 billion the previous year. The growth in our consumer banking business was sustained, with booked loans expanding 32.69% from 15.51 billion to 20.58 billion during the year in review. 88// UCPB UCPB2012 2012Annual AnnualReport Report 2012 Annual Report /9 9UCPB / UCPB 2012 Annual Report We supported the expansion of investable assets by increasing markets around the country, which we intend to leverage our total resources to 218.58 billion and deposits to 172.77 to accelerate the uptake of new loans in 2013 and beyond. billion, which enabled us to generate more loans at lower Coupled with the organizational move, we have also invested costs. To supplement deposits, additional funding for loan in the Bank’s people and processes. Training and development requirements primarily came from the issuance of Long-Term programs were implemented across the UCPB organization, Negotiable Certificates of Deposits, which increased by 24.37% particularly the roll-out of our reinforced sales management to 9.44 billion in 2012 from 7.59 billion in 2011. and marketing system to develop the process and culture to compete in the market and drive our future growth. The Bank managed to improve its overall NPL ratio from 7.79% in 2011 to 5.83% in 2012, reflecting the improved quality of our The Next 50 Years assets. Of the total NPLs, 57.31% are fully covered by allowance There is no mistaking about it – the future is now. Overall, your for credit losses, as such NPL ratio will further improve to 2.5%. Bank has proven its capability to deliver strong and steady growth. We have ourselves in this position by putting in place Strategy Drives Operations sound and coherent strategies and the necessary mindset and Since 2008, UCPB has committed itself to the reinvention and organizational enhancements for us to chart a new course in our reinvigoration of the Bank. The far-sighted vision and wisdom history. of the government’s move to recapitalize UCPB on the basis of the earlier settlement of the ownership issue by the courts have We thank the Bank’s shareholders for extending our corporate provided the focus and the impetus for the Bank to resolutely mandate for the next 50 years. This is a testimony to their pursue its growth strategies and programs. Our performance strong commitment in supporting UCPB as a universal bank is founded on key strategic programs. Notable of these is our that serves the general public and as an engine of development direction is to expand our footprint in the consumer banking for the country’s coconut industry. With the continuing and business, which enjoys significantly wider interest spreads and steadfast support of our Board of Directors and Advisory healthy and strong growth rates. Council, customers, business partners, associates and our other stakeholders, and in relentlessly pursuing our strategies, we are In this regard, we continued our branch expansion program confident that we shall move decisively forward to the future by putting up five new branches and 14 new ATM machines, we all deserve. thus lifting our branch network to a total of 188, supplemented by onsite and off-site ATM network of 277 machines. Moving forward, our plan is to open more branches and operate more ATM machines in 2013 in line with this expansion program to increase our product and service delivery systems to more areas around the country. This year, we undertook an important strategic direction to escalate the throughput and productivity of our branch network as a marketing distribution system. We Jeronimo U. Kilayko President and Chief Executive Officer instituted the simple yet effective structural adjustment of assigning a branch-based sales officer to deploy our various consumer loan products in the field. Complementing this has been our direction to beef up our corps of consumer loan officers to market our various loan products. These twin moves shall give us enhanced market coverage and forward presence in many commercial and high-population 10// UCPB UCPB2012 2012Annual AnnualReport Report 10 2012 Annual Report / 11 11UCPB / UCPB 2012 Annual Report FINANCIAL HIGHLIGHTS FAST FORWARD 2012 The year 2012 culminates the first 50 years of UCPB – and marks the full turnaround of the Bank into operational and financial stability and sustained growth. • Sustained our position as one of the most profitable universal banks in the Philippines, with a net income of PhP3.92 billion, billion, 28.10% higher than in 2011; • Continued buildup of loan assets, low-cost deposit funding growth and improved operating efficiency led to a Return on Average Capital of 20.46% from 19.49% previously; • Achieved vast improvement in overall asset quality, with a non-performing loan (NPL) ratio down to 5.83% in 2012 from 36.32% in 2004; and • Increased capital buildup led to a Capital Adequacy Ratio (CAR) of 12.32% — meeting the requirement of the Bangko Sentral ng Pilipinas and the prescribed international standard. With its growth performance above par of that of the over-all banking industry in a period of diminishing spreads, UCPB has definitely demonstrated that it is back on track on the way to regaining its top-tier position within the Philippine financial space. 12 12// UCPB UCPB2012 2012Annual AnnualReport Report 2012 Annual Report / 13 13UCPB / UCPB 2012 Annual Report FUTURE PERFECT The future is all about coverage, collaboration, creativity and competitiveness – summarizing the strategic directions of the Bank. Competitiveness and collaboration are achieved through expansion of our market footprint and deepening our relationships with clients to unlock opportunities to serve the whole gamut of their needs. In UCPB, continuous collaboration with Clients is paramount. It means knowing and anticipating their needs, which in turn unlocks opportunities to expand the banking business. Coverage creates larger market spaces for the Bank to operate and serve customers. We expand our market footprint across geography, business classifications and socio-economic boundaries. 14 14// UCPB UCPB2012 2012Annual AnnualReport Report 2012 Annual Report / 15 15UCPB / UCPB 2012 Annual Report BRANCH BANKING Blazing the Marketing Forefront The Branch Banking group maintained its drive to exploit and maximize opportunities in the frontlines of the Philippine banking market. In 2012, it continued to produce creditable operating results in generating low-cost funds. Total deposits amounted to 172.77 billion in 2012, an increase of almost 5% from the year before. The average daily balance was even more impressive as it grew by 12.88% during the period in review, much higher than the 9.4% posted by the overall banking sector. Since 2009, the volume growth of checking and savings accounts of UCPB has been above that of the industry. The steady increase in business volumes has been supported by the introduction of innovative products and services that fit the requirements of our customers. Among the products launched in 2012 are the UCPB Mobile Phone Banking Service, Corporate Checkwriter, Point of Sale (POS) Collection Service and the Internet Payment Gateway through Megalink. The positive results were also attributable to the expansion of the branch network to 188 and the installation of 14 new ATM machines to bring the total to 277 by year-end. The new delivery portals expanded our market coverage to new areas where we previously have no presence. In addition, 4 more branches were renovated to conform to our rebranding program. Beyond the branch infrastructure orbit, UCPB streamlined the regional branch organization and added three regional managers to ensure adequate on-ground management and monitoring of operations. The branch organization was likewise strengthened by the assignment of a sales officer dedicated to the development of markets for our consumer loans business. Structural improvements were matched by process enhancements and training and development of the frontline branch officers. During the year, we continued the installation of the UCPB sales management system throughout the branch network. An automated sales prospecting program was rolled-out in coordination with our Information Technology and Methods Group to assure the identification of prospects and the management of the sales process from lead generation to closing. An integral part of the system is the sales management training program for branch officers spearheaded by Human Resources. Moving forward, the Bank is planning to open more branches and acquire more ATMs in 2013 in line with the positive economic outlook. UCPB aims to take advantage of buoyant consumer spending due to increased overseas remittances and the robust business process sector, as well as higher public infrastructure expenditures during the year. The branch network is at the frontline to build volumes not just in deposits but more so in driving the consumer banking business because of its reach and presence. Our strategy is to deploy the sales officers to wherever the clients may be – in offices, in commercial malls and districts, in schools and population centers – and aggressively serve their deposit, payroll processing and cash management, and other banking needs. 16 16// UCPB UCPB2012 2012Annual AnnualReport Report 2012 Annual Report / 17 17UCPB / UCPB 2012 Annual Report Manuel Lorenzo L. Tuason President CIS Bayad Center, Inc. Ma. Lourdes S. Valero Vice President for Finance Bistro Group of Companies Business Partnership All the Way With over 3,000 over-the-counter payment centers situated throughout the archipelago, CIS Bayad Center has been receiving and processing the payments of millions of customers of such companies as Meralco, PLDT, and more than 160 utility and other service corporations for 15 years now. UCPB Turns A Problem into a Happy Ending Through the years, UCPB has been an invaluable banking partner, providing cash management and cash pick-up services for Bayad Center sites, ensuring accurate and timely processing and reports to the business. “UCPB stands out among our banking partners in that it takes time and effort to know and understand our business and the processes involved from start to finish,” Manuel Lorenzo L. Tuason, CIS Bayad Center President, said. He added that the significant amount of funds that the Bank has been handling for Bayad Center reflects the trust and long-standing relationship with the payment center pioneer. “We are happy to see UCPB leveling up the partnership to match our plans to create higher operating efficiencies and to expand in more areas in the Philippines and in the Asia-Pacific,” Mr. Tuason declared. And UCPB remains solidly behind it to provide its ever-ready services and business network to lend support all the way. Corazon D. Ong Chief Executive Officer Foodsphere, Inc. Steady service performance fuels growth The roaring 1990s – a period of rapid economic growth, IPOs and global portfolio funds – came to a screeching halt following the Asian contagion that hit the region in 1997. Like most businesses during the period, the Bistro Group – bannered by popular restaurant concepts Italliani’s and TGI Fridays – aggressively undertook an expansion program. “The Bistro Group financed expansion primarily through bank financing,” Ms. Ma. Lourdes S. Valero, Vice President for Finance, explained. Due to the economic slowdown which brought lower sales and reduced business opportunities, the Bistro Group experienced difficulties in servicing debt payments, and it applied for relief and refinancing of its loans with UCPB. To its credit, UCPB took cognizance of the fundamentals of the Bistro business and moved decisively to see how it could assist the client. Ms. Valero recalled that UCPB re-structured Bistro’s loans even without additional collateral, unlike other creditor bank which imposed attachment proceedings to some of the Company’s properties. “Without UCPB, we couldn’t have survived the worst time in our history,” Ms. Valero emphasized. She said that Bistro committed to reduce expenditures and pay back the loan, but in the end it was the understanding and trust of UCPB that enabled the Group to come out of the crisis to get back on its feet. Bistro was even able to prepay the re-financed loans ahead of the 10 year timetable. Now the Bistro Group has regained its stature as the leader in the casual dining business in the Philippines – all because of UCPB’s foresight and brave decision to trust and support a valued client. In the consumer market, Foodsphere, Inc. has carved a reputable name as a producer of quality branded processed meats, with brands such as CDO, Holiday, Bibbo, San Marino and Highlands becoming leaders in various market segments and have become household names. For fifteen years now, UCPB has become a key part of the CDO sales and distribution system that makes it possible for their products to make their way to the tables of families who consume their products every day, from north to south around the country. UCPB has reliably provided cash pick-up and delivery for its distribution points in La Union and Pangasinan from where products are off-loaded to local supermarkets and retailers in the north. The Bank likewise services the cash pick up and delivery in the Company-owned store in Valenzuela. Plans are underway to provide the same banking service to CDO distributors and dealers in the countryside which potentially will lead to greater efficiencies and faster integration in the CDO sales network. For UCPB, nothing exceptional: service excellence is all in the day’s work. Rolando de Leon President Bataan Transit Co., Inc. Francisco Paulino V. Cayco Chairman and Chief Executive Officer Carrying A Bus Transport Group to Higher Greater Heights Alma C. Curato Board Member and Vice President for Finance Arellano University Banking on Trust A family owned educational institution that is treated like family by a universal bank. That is Arellano University, a venerable 75-year old institution founded by the Cayco family that now boasts of six campuses around Metro Manila, with combined enrollment of 23,000 students from elementary to post-graduate levels. It is well-known for the academic excellence of its graduates in nursing, physical therapy, other allied medical courses as well as in law, arts and sciences, accountancy, business, hospitality and tourism management and information technology. “Our relationship which began in 1980 has been solidly built through the years on trust and confidence,” Chairman and Chief Executive Officer Francisco Paulino V. Cayco declares. He further states that, “ UCPB’s creative and innovative approaches lasted through the years because it offers its’ clients solutions to their problems instead of run of the mill traditional products as other banks have been doing. This strong sensitivity and connection is what differentiates UCPB from the other banks.” Mr. Cayco adds that UCPB’s services like mobile cash pick-ups make their banking experience convenient, easy, simple and less complicated. Arellano University Vice President for Finance Alma Curato also points out that having multipoint business locations poses a challenge for their financial needs, which is why flexibility and pulling out all stops to serve its various needs in a timely fashion is so important. Arellano also avails of UCPB CM.Biz, the corporate internet banking facility to enable easy management of cash, collections and working capital. “We like UCPB because it puts its money where its mouth is, “Mr. Cayco concluded. He adds that because of the mutual goodwill built through the years, Arellano has stayed on as a client even during the most difficult and challenging times. With UCPB, banking is more than a business. It is a relationship that nurtures its clients through thick and thin,” 18 18// UCPB UCPB2012 2012Annual AnnualReport Report Operations of a bus transport company is a 24/7 business, and is all about providing reliable and satisfactory service to the riding public. “In running a bus transport service, doing the little things well and efficiently and with strict attention to schedules are key to profitable operations,” Bataan Transit Co., Inc. President and General Manager Rolando De Leon declared. He runs the leading and most trusted bus company plying the Manila-Pampanga-Bataan corridor and the First North Luzon Transit, Citibus Transit and Star Bus that operates in other key destinations in Central and Northern Luzon. Together, the group has 300 operational buses that go to and from Manila to the northern provinces of Luzon. Mr. De Leon has credited UCPB with providing an important link to the group’s transportation business as a banking partner. “Even though our relationship just started two years ago, and even if our requirements are simple, the Bank has given outstanding and consistent service,” he said. Placement of corporate accounts in UCPB is supplemented by deposit pick-up service from the group’s various terminals in Manila, Quezon City and in Bataan and the other provinces. It also avails of cash management, disbursement services and payroll for its more than 500 employees. Reliable service by a banking partner and the entrepreneurial acumen and determination by a client that knows what it takes have transformed the Bataan Transit group into a thriving and expanding transport enterprise that is sure to serve the riding public in the many years to come. 2012 Annual Report / 19 19UCPB / UCPB 2012 Annual Report CONSUMER BANKING New Driver of Performance The consumer market is significantly growing in tandem with the expansion of the economy and Consumer loans portfolio in 2012 totalled 20.58 billion, up a hefty 32.69% from that of the previous year. Home loans provided the highest share in new loan bookings and net income contribution. The ma jority of the home loan portfolio of UCPB consists of end-users of real property, mostly in Metro Manila and partly in Cebu, Iloilo and Cagayan de Oro provinces. In the bid to further expand loan volumes, UCPB heightened its accreditation and institutional tie-ups as lender-partner with ma jor property developers nationwide. Auto loans contributed 2.70 billion in new loan accounts. Initiatives such as the “Drive Your Worries Away” Promo, which entitled qualified borrowers to free 1-year comprehensive insurance with acts of nature coverage, and other sales incentive schemes implemented during the year contributed to the overall portfolio. Further, the Bank concluded partnerships with ma jor car manufacturers and dealers. We established a beachhead in the vehicle fleet market, notably for corporate car plans and car rental operators. The personal loans sector achieved status as one of the fastest-growing segments in consumer banking, with new bookings nearly doubling from 0.52 billion to 1.00 billion in 2012. This consisted of salary loans of employees of institutional clients and multi-purpose loans sourced by third-party loan marketing agencies. Overall, the Bank benefited from the strategy adopted during the year to increase focus on selling consumer loans by the branches, which enabled us to capitalize on cross-selling opportunities that drove up branchoriginated loan bookings by 50%. Moreover, we are expanding and strengthening our loan product portfolio with the development and eventual launch of the Small Business Loan, Franchise Loan and Seafarers Loan in 2013. Looking forward, the outlook for the consumer banking business is most favorable and auspicious. We are anticipating gross growth rate of 45% in 2013, with car loans and personal loans to grow at accelerated speeds in line with higher consumer incomes and spending. Consumer banking is the sunrise sector for UCPB. It enjoys positive short to medium-term prospects, while ensuring higher yields and margins that will drive growth in the Bank’s future earnings. 20 / UCPB 2012 Annual Report 20 20 // UCPB UCPB 2012 2012 Annual Annual Report Report 21 / UCPB 2012 Annual Report 2012 Annual Report / 21 21 /UCPB UCPB 2012 Annual Report Atty. Albert Ocampo Karen Bacosa Making Things Simple to Deliver Customer Satisfaction Impeccable Customer Experience with UCPB Lawyer Albert Anthony H. Ocampo beams whenever he recalls how UCPB walked the extra mile to help him out to finish construction of the home of his dreams. For first-time borrower Karen Bacosa, her experience in obtaining a car loan has been, simply perfect. When she joined Mead Johnson as Brand Manager last October 2012, part of her package was a car plan with a choice of being provided a car or to purchase a new car with subsidy from the infant formula manufacturing company. She chose to avail of the latter. Once she picked a car of her choice and knocked on Kia E Rodriguez branch, she was confronted with the decision of selecting the bank that will finance the ma jor part of the price tag. When she asked friends and relatives who have had experience in borrowing, they invariably singled out a bank that gave them an impeccable customer experience: UCPB. “When the Kia sales people gave good words and recommended the Bank, there never was any doubt that it had to be UCPB,” she happily recounted. Ms. Bacosa, a veteran marketing professional, knows how important the product or service experience is in building rapport and inspiring loyalty with a customer. She said UCPB clearly lined up all the specific requirements and explained the procedures involved from the start. Everything was a breeze from up to the time she got the keys to her brand new Kia Sportage SUV just a few days later. She added that “there was never any doubt that UCPB was willing to help me as a bank loan customer.” For a first-time borrower, the experience brings a smile to the pretty mother of two. An executive of a large condominium developer, he didn’t realize that a loan application could be a little more complicated – and that the approval and release of a housing loan could take longer. He began construction of his dream house in the first half of 2012 in the family compound in Los Banos using personal funds first and planned to avail of a Pag-Ibig loan to finance the second half of the construction. Unfortunately, it turned out that the loan application process was more suited to homes built by subdivision and property developers. Moreover, little did he know that the location would further prove to be another complication since the lot is in a commercial resort property. Banks in general do not allow housing loans for lots located in commercial zones. When his colleague referred him to UCPB, he was a pleasantly surprised that it was different. After applying for the loan , the property was appraised just a week later, and things moved like clockwork. The loan funds were released in only a few weeks, and the construction project was completed shortly. He, together with his lovely wife and two boys moved into and now happily reside in their new Zen-inspired two-story home. For UCPB, customer satisfaction is paramount – even if there are a few complications. “UCPB makes things simple for its clients,” the satisfied lawyer and first-time borrower proclaimed. “UCPB really cares about customers like me.” Jocelyn L. Guzman President Property Company of Friends Inc. Art Joseph Francis Mercado President AJFM Logistics Inc. Helping Create Communities for the Filipino Family Contributing to Client Success Art Joseph Francis Mercado is the scion of the family that owns a regional passenger bus operator that plies the Manila to southern Tagalog area. But make no mistake about it, the 23-year old Mr. Mercado is his own man and is the principal in the AJFM Logistics Corporation. Barely a year old, his company is making its mark in product distribution and has forged contracts with Monde Nissin, Gardenia, Chowking and Robinsons Malls. In addition, AJFM won the customer shuttle service contract for customers of the newest gaming and entertainment attraction in town, Solaire Hotel and Resorts. “UCPB was recommended by Toyota when I inquired about a fleet purchase of the Grandia Hi-Ace vans for the Solaire project,” Mr. Mercado mentioned. Toyota said that UCPB was an accredited bank for credit financing and a prime choice of the car dealer. UCPS’s consumer banking group wasted no time and effort to assist Mr. Mercado in the processing of the loan application and evaluation. Shortly, Mr. Mercado was able to take delivery of the 10 vans and deployed them just as he committed to the Solaire management. “The Bank did everything possible so that I can make it and satisfy my client,” he noted. “I believe this is the start of a long and fruitful partnership.” 22// UCPB UCPB2012 2012Annual AnnualReport Report 22 Property Company of Friends (PRO-FRIENDS) Inc. is one of the fastest-growing real estate developers in the country and has made its mark in the industry after delivering 15 horizontal projects even though it only started in 1999. It boasts of an array of concept communities in various locations in Cavite, Pampanga, Iloilo and Metro Manila. “Because of our exponential growth and our rapidly changing requirements, we need a bank that can match the pace of our genesis as a property player,” Jocelyn L. Guzman, President and Chief Executive Officer, said. Since 2004, UCPB has proven to be a reliable primary bank by being its financing partner for house-and-lot packages extended to its numerous customers, while providing other banking services that are critical to a property firm. “The bank’s strongest asset is its ability to think and operate out of the box,” Ms. Guzman emphasized. She was quick to commend the bank’s account officers added that although they remain flexible in accommodating requirements, the company’s expectation is appropriately managed to ensure that the bank’s interest is also protected. Flexibility. Innovativeness. Customer Focus. These have spelled the difference for PRO-FRIENDS as it continues to make even bigger strides as a force in Philippine property development industry. 2012 Annual Report / 23 23UCPB / UCPB 2012 Annual Report CORPORATE BANKING Greater Inroads in the Middle Market Corporate banking reached new heights in 2012. It registered outstanding loans totaling significantly expanding by 32.95% from the 42.00 billion posted in 2011. 55.84 billion, UCPB’s corporate loans are much higher than the over-all loan portfolio growth of 26.97% by the universal and commercial banking industry, reflecting the increased market penetration of the business market segment. It was the beneficiary of the healthy business environment and highly improved economic outlook. We strengthened our focus on new account acquisition, even as we ensured account retention through customer relationship management and the provision of a complete range of financial solutions – from savings, placements, payroll services to cash management. Our deep relationship and our knowledge of customer needs allowed us to increase the average credit line utilization rate to 60%. Our plan is to improve further improve our capability and level of service to the middle market, which as a sector, is expected to grow more rapidly than the general economy. The Bank is excellently positioned in the middle market business space – family-owned business enterprises with some 100 or more employees and characterized by personalized service and relationships – wherein 80% of the over-all accounts are located. Positive proof of the Company’s adherence to the logo’s slogan: “It’s personal!” 24// UCPB UCPB2012 2012Annual AnnualReport Report 24 2012 Annual Report / 25 25UCPB / UCPB 2012 Annual Report Clemente Garcia President Headland Distribution, Inc. Customer-Centric Culture Leads to Success For Headland Distribution, Inc., a fertilizer distribution company servicing the Northern and Central Luzon area, speed and flexibility, quick response and open communication lines make the difference between success or failure. Its President, Clemente Garcia, attests to these qualities that have characterized the relationship for the last six years. “UCPB delivers on its brand promise of personalized and quick service,” Mr. Garcia confides. He recounted that he personally experienced the kind of customer-driven culture of UCPB when he needed a temporary increase in credit line to service a large order of fertilizers. “It was UCPB that came through by quickly acting and making a decision to help me in delivering the order,” he declared. Rene D. de la Calzoda President Tridharma Marketing Corporation Since being introduced to the Bank when he started his fertilizer distributorship business by the Philippine Phosphate Fertilizer Company, listening and knowing the needs of the business have been the norm in his Company’s banking relationship. UCPB initially approved an initial clean credit line of 40 million, which has been eventually increased to 175 million. This partnership has expanded through the years as UCPB is now also the collection, savings account, cash disbursement, and payroll service provider not only of the original fertilizer business but also his other business ventures, including rice milling facilities and warehouses, a Kia dealership in Bulacan and soon, a BMW dealership in Quezon City. “UCPB has not failed to support our business consistently and continuously,” Mr. Garcia concluded. “This is surpassing customer expectations in action – day in and day out.” Helping to Change the Game For veteran sales and marketing executive Rene de la Calzada, it was a combination of foresight and faith to see beyond the adversities that has contributed to making Kopiko a frontrunner in the coffee mix business in the Philippines. “Considering that we were yet unproven, UCPB took the risk and got our business off and running when it invested and provided credit line of 50million in the crucial early stage of operations,” Mr. De la Calzada, Tridharma Marketing Corporation President, recounted. Victor C. Batungbacal President Asiaphil Group of Companies Powering up Asiaphil’s Businesses For Asiaphil President Victor Batungbacal, UCPB is considered an integral part of the company’s business operations and growth. Asiaphil Manufacturing is a pioneering Filipino-owned electrical manufacturing and engineering corporation that first assembled panel boards, electrical distribution equipment and substations when it was founded in 1973. It has since achieved a solid reputation as a quality provider of equipment and construction services in the field of power distribution for the country’s top industrial corporations. It is ISO 9001-certified for its electrical design, contracting and maintenance services. He explained that their Indonesian principal awarded the distribution rights to Tridharma in 2006 after the previous licensee failed to grow the business and Kopiko suffered from negative image. In spite of this initial disadvantage, it worked to develop the lower-end trade channels that included public markets and sari-sari stores. Later, it introduced Kopiko instant coffee mix through product sampling and comprehensive product placements in the retail shelves which proved to be the game-changer. Tridharma created a new market category which had long been dominated by multinational and local instant coffee manufacturers. After six years, Kopiko has become synonymous with 3-in-1 coffee mixes and the Kopiko Brown Coffee is now one of the bestsellers. Mr. de la Calzada affirmed that “we can always rely on UCPB for our financing needs because it understands our business.” Apart from the trade lines, the Bank has provided financing for the purchase of its vehicles and equipment. “UCPB has been with us every step of the way,” Mr. de la Calzada declared. When a bank that is genuinely concerned and supports a company that is in turn driven to becoming a gamechanger and a market leader, indeed, how can such a combination go wrong? A long-time client of UCPB, the relationship began in 1989 when the corporation was trying to get up on its feet again following the semi-retirement of its founder (Victor’s father, Guillermo). Mr. Batungbacal recalls that the bank’s endorsement as creditor bank for a project enabled them to be awarded one of their first ma jor orders. And that was the beginning. Since then, this meaningful gesture has blossomed into a broad and deep relationship that has involved UCPB’s products and services in ma jor aspects of Asiaphil’s business operations that now includes a full range of commercial credit facilities, vehicle financing, payroll crediting and online banking facilities. When applying for and utilizing loans to complete large-scale projects, enjoying faster, safer, easyto-monitor fund transfers and account monitoring through UCPB CM.Biz, or availing of the extensive branch network, the UCPB branch managers and relationship managers know the company’s needs, and highly appreciate the special treatment it provides in terms of priority processing of transactions. “Our relationship goes beyond the documented processes and controls. And that kind of relationship is very difficult to find, build and replace,” Mr. Batungbacal declared. “I am thankful to UCPB for its continuing commitment to the relationship with Asiaphil and continuing to challenge us by forging more ways to grow.” 26// UCPB UCPB2012 2012Annual AnnualReport Report 26 2012 Annual Report / 27 27UCPB / UCPB 2012 Annual Report TREASURY BANKING Treasury Banking Group to seize opportunities and maximize gains. Its ability to make accurate market readings and execute timely market trades enabled the Bank to realize unprecedented earnings from treasury operations in 2012. A Banner Year The Bank posted a robust 19.34% growth rate in trading and treasury gains of 5.43 billion from the 4.55 billion in 2011. The trading portfolio stood at 52.47 billion in 2012, 2.68% over the 51.10 billion the previous year. The year 2012 was an excellent year for the Philippine financial market. After two consecutive years of being one of the fastest growing capital markets in the world, the country is now in the global radar for investments. Moreover, rating agencies were unanimous in branding the Philippines with positive outlook in recognition of sound macroeconomic and banking fundamentals, paving the way for the country to earn its first investment grade status. The influx of global funds to the Philippines contributed to the positive market environment fueling the strong appreciation of debt instruments and securities, which enabled the 28 28// UCPB UCPB2012 2012Annual AnnualReport Report In 2013, the US economy is showing signs of firmer recovery, while the effort of international financial institutions to stabilize and manage the contagion in Europe is beginning to take a positive turn. These factors will result again in the shift in global flows of funds and money, which could lead to a softening of the Philippine financial markets and a flattening of market yields. Hence, it is anticipated that it would be hard to duplicate the extraordinary performance of our Treasury operations in 2012. Asset re-allocations will be undertaken in our asset portfolio to shift to higher yielding instruments, while increasing our total portfolio and ensuring closer market monitoring to enable the Bank to take advantage of market gains. 2012 Annual Report / 29 29UCPB / UCPB 2012 Annual Report TRUST BANKING Investing in the Future The Bank’s Trust Banking business mirrored general market conditions in the country’s financial markets. The domestic stock market has been recognized as one of the best-performing and growing markets for two consecutive years since 2011, in line with the resurgent economy and strong business confidence in the country. The Philippine Stock Exchange ranked third globally among top performing bourses in terms of domestic market capitalization in 2012. The PSE Index (PSEi) registered a growth rate of nearly 33% year-onyear versus that of 2011. On the back of the rapid growth of the PSEi, the UCPB United Equity Funds and Balanced Fund unit investment trust funds (UITFs) posted rate a return of 25.20% and 17.41%, respectively 30// UCPB UCPB2012 2012Annual AnnualReport Report 30 in 2012. The Equity Fund’s return rate more than doubled from the 10.96% in 2011, while the return rate of the Balanced Fund increased 40.49% versus a year ago. Positive proof of the performance of the Trust Banking group, the international consulting company Towers Watson, in a survey of 153 retirement funds, once again ranked UCPB as the best performing fund manager for the past three-year and five-year periods. The assets under management by your Bank grew 18.24% from 95.06 billion in 2011 to 112.40 billion during the year review. In view of the bigger portfolio, income from management fees attributable to the Trust Banking Group amounted to 132.58 million in 2012, an increase of 7.56% over the 123.26 million registered the year before. Trust Banking aims to continue the four-year uptrend in the management income by developing new trust fund products, including estate planning services and employee savings plans. We shall leverage on our solid fund management track record to generate new business and to take advantage of the economies-of-scale inherent in a larger trading portfolio. While the stock market has provided impetus and has been a bright spot on the Philippine economy over the last four years, the current high valuation of traded counters has put a cap on the upside of the market in 2013. The Trust Business has to stay adept in spotting and quickly seizing market opportunities from across the board as they become available to be able to match its sterling returns record. 2012 Annual Report / 31 31UCPB / UCPB 2012 Annual Report HUMAN RESOURCES Future-Proofing the UCPB Organization The Human Resources Group takes the lead role in supporting UCPB’s drive to be more market-driven, client-centric, and opportunity-focused. It is constantly on the look-out for high potential, qualified talents to beef up its roster of professionals. Collaboration with schools and tie-ups with relevant agencies are continually developed and enhanced to ensure a steady source of talents to tap. Employment offers are regularly reviewed to ensure attractiveness and competitiveness. HR invests heavily on adequate trainings for its associates. In 2012 alone, 25.2 million was spent on various technical and behavioral trainings to equip associates with concepts and skills that will address changing business needs, increase productivity, and develop operational efficiency. Special career and management programs are continually developed and conducted for those who show strong potential for greater responsibilities. The Accelerated Career Development Program and the Management Development Program graduated 109 first-level officers in 2012. Progressive associates are acknowledged, rewarded, and further motivated through a Performance Management System. Revised in 2011 and fully implemented in 2012, the system measures in detail associates’ accomplishements vis-à-vis their contributions to the goals of the unit. It encouraged acquisition of additional competencies as a way of exceeding expectations and aided supervisors in the formulation of development plans. 32 32// UCPB UCPB2012 2012Annual AnnualReport Report Compensation and Benefits UCPB provides rewarding careers by maintaining competitive compensation and benefits program for employees. Basic salary across the organization remains higher than the law-mandated minimum wage. Relative value of each job and subsequent pay levels are determined by a competency-based job evaluation system. 90% of employees receive annual merit increases based on a targets-based performance management system. Review of compensation policies is undertaken regularly by Human Resources Group in consultation with the Compensation and Remuneration Committee of the Board of Directors. More so, career advancement continues to be a priority as 13% of officers & employees were promoted in 2012. On top of competitive salaries, UCPB employees enjoy other compensation and benefits: • Bonuses • Overtime Pay • Leaves (Vacation, Sick, Maternity, Paternity, Solo- Parent and Special Leave for Women) • Medical benefits (Hospitalization and out-patient benefits for employees and dependents) • Financial Assistance Loans at affordable terms and other minor subsidies Retirement benefits, based on tenure and salary, are also afforded to employees to provide financial security long after their years of dedicated service to the bank. The noteworthy business results of the past four years are testament to the enhanced productivity and improved operational efficiency of highly-trained associates from all levels of the organization. 2012 Annual Report / 33 33UCPB / UCPB 2012 Annual Report MARKETING Internet Payment Gateway thru MegaLink The Bank moved decisively in 2012 to develop and deploy banking products that cater to the varied and changing financial needs of the markets that we serve. Our core strategy is to expand our product mix and to take advantage of all our customer touchpoints to create superior, real-time and convenient banking experience for our clients. In line with this drive, we launched the UCPB Mobile Phone Banking Service, an electronic banking facility that allows clients to perform banking transactions anytime, anywhere. With the UCPB Mobile Phone Banking app, clients can performe balance inquiry, fund transfers, bills payment and cellphone load purchase using their mobile phones and gadgets such as iPhones, iPads and other smart phones. This new product showcases our thrust to reach out to the younger segment of the market by leveraging on information technology. The UCPB Point-of-Sale (POS) Collection service went online, enabling clients to collect payments electronically from their customers’ locally-issued ATM cards through the use of the POS terminals provided by UCPB. merchants, such as retailers, restaurants and schools can now accept online payments for purchases, food delivery and tuition fee from their customers. To address our clients’ disbursement requirements, UCPB launched the Corporate Checkwriter, an enhanced check-cutting facility that allows corporations to pay their suppliers, service providers and other trading partners by simply providing the check payment instructions and other details online. UCPB also facilitates the release of the checks to the payees through the UCPB branch nearest to them. In support of our product development efforts and on-ground sales programs, the Bank continued to implement marketing communication campaigns and increased its presence in social media to raise brand and product awareness and cement the trust and confidence of consumers. In the next years, UCPB aims to deliver more technology-based banking products targeted to address the specific financial requirements of our corporate, SME and individual clients. UCPB also launched its Internet Payment Gateway through Megalink. Accredited UCPB and Megalink web 34// UCPB UCPB2012 2012Annual AnnualReport Report 34 2012 Annual Report / 35 35UCPB / UCPB 2012 Annual Report CORPORATE SOCIAL RESPONSIBILITY Sustaining Gains, Changing Lives Aside from the efforts of the CIIF Foundation, the Human Resources Group also spearheads other corporate social responsibility activities throughout the year. UCPB sustained its mandate to invest in and empower coconut farmers. Apprenticeship Program for Student Trainees The end goal is to raise the quality of life of the smallest coconut farmers and their families by providing them opportunities that will augment their incomes. It implements the programs in partnership with cooperatives in coconut farming communities around the country. This program enables students to relate concepts they learned from the classroom into the work environment. More so, it provides on-the-job training to develop and enhance the students’ work-related skills, knowledge and attitudes relevant to the workplace. It also creates awareness, deeper understanding and appreciation of the banking business and consequently inspires them to pursue a career in banking. The program also promotes and strengthens partnerships with the academe by providing job opportunities and rewarding careers to future graduates. The five-week apprenticeship program provides the students the opportunity to experience real life work situations and learn from it. Together with the CIIF Foundation Inc., a non-stock, non-profit organization established on August 28, 1987, UCPB implements projects to assist coconut farming families uplift their economic condition. Some of the Foundation’s projects include: IT Apprenticeship Program The IT Apprenticeship Program was specially created for Information Technology students who want to use their theoretical learnings into actual applications. They are given live projects to work on. In addition, this program provides knowledge, comprehension and awareness of the banking business and wherefore heartens the students to pursue a career in banking. IT students stay with the bank for six months equivalent to 6 units in their curriculum. Scholarship Program Launched in 2004, the Cocofund Scholarship is the flagship youth and educational development program of UCPB-CIIF Foundation and provides financial assistance to children of small coconut farmers to pursue tertiary degrees in state colleges or technical/ vocational courses in Don Bosco Training Centers around the country. In 2012, the scholarship program graduated 51 college scholars, of whom one garnered summa cum laude honors, another was awarded magna cum laude and 11 others received cum laude distinction. This demonstrates the academic excellence of the beneficiaries of the program. Meanwhile, a total of 56 scholars completed their technical/ vocational courses during the year. The Foundation extended the scholarships to a total of 103 new scholars who are enrolled in 11 colleges and another 89 new grantees in technical / vocational courses during the year. Thus, the total number of scholarships grants awarded since the program started has reached 1,619, of which 1,014 are in the collegiate level and 605 are grants in technical / vocational courses. An impact study conducted by the National University of Singapore – Lee Kuan Yew School covering the program grantees showed that 78% are currently employed or are engaged in coconut farming or in business. Another 74% said that part of their monthly income go to funding the education of a sibling. The study validates Cocofoundation’s success in achieving its objective of uplifting the lives of coconut farmer families under its education program. Kabalikat sa Edukasyon Our initiatives in education extended to elementary schools in coconut-producing areas in country. Cognizant of the below-par performance of Grade 6 students in the annual National Achievement Test, the Foundation has continued to donate educational resources to help enhance learning and improve instructional effectiveness in public elementary schools. 36// UCPB UCPB2012 2012Annual AnnualReport Report 36 In 2012, the Foundation deployed Educational TV (eTV) packages to 23 additional public schools in partnership with the ABS-CBN Foundation. To date, 90 schools have received the eTV packages, with 90,000 pupils from Grades 1 to 6 benefitting from the program. Moreover, it also donated Bright Minds Read kits to 416 public schools for the benefit of 50,000 Grade 1 students. 31 / UCPB 2012 Annual Report Employee Engagement CSR is a commitment shared not just by the institution but also its people and associates. UCPB employees continue to participate in several CSR initiatives including disaster relief efforts in the wake of typhoons, as well as other community outreach projects in 2012. UCPB reached out to the victims of Typhoon Sendong in Iligan and Cagayan de Oro City in January by distributing 2,000 bags of relief goods to help them cope with their day-to-day lives at the evacuation center. UCPB associates in the head office volunteered to pack the items, and key officers of the bank flew to the typhoon-stricken areas to distribute the goods and check on the state of the families in Tibasak-USA Calacala Evacuation Center and Tent City Relocation Site both in Cagayan de Oro City and Echavez Elementary School in Iligan. UCPB associates from Iligan, Cagayan De Oro, Velez, and Cogon branches who suffered the same fate were also extended assistance by the bank. Their colleagues from UCPB also came to their aid by donating money and old clothes to see them through the tough times. The Human Resources Group visited the San Lorenzo Ruiz Home for the Elderly in Pasay City where they brought food and entertained the senior citizens there, and even brought a team from a ma jor beauty salon chain to provide free haircuts for the residents. The Bank likewise continued to actively maintain more than 33 hectares of watershed reforestation project in Boso-Boso, Antipolo City near the Sierra Madre foothills. Seedlings of native tree species have been planted by employees two years ago, which are doing well on to maturity and should help alleviate the problem of flooding in Metro Manila. Indeed, UCPB continues to serve the communities it operates in – in ways over and above its mandate as a banking institution. 2012 Annual Report / 37 37UCPB / UCPB 2012 Annual Report RISK MANAGEMENT This system of internal controls covers, not only financial controls, but also controls relating to governance, operations, risk management and compliance with applicable laws, regulations, rules, directives, guidelines as well as internal policies, processes and procedures. The Parent Company and its subsidiaries manage their respective financial risks separately. The subsidiaries have their own risk management procedures but are structured similar to that of the Parent Company. To a certain extent, the respective risk management programs and objectives are the same across the Group. The risk reports of the subsidiaries are noted by the Parent Risk Oversight Committee (ROC). The Parent Company’s activities are principally related to the use of financial instruments. The Parent Company accepts deposits from customers at rates set by the Treasury Group depending on the volume of placements, and for various periods, and seeks to earn above average interest margins by investing these funds. The Parent Company seeks to increase these margins by consolidating short-term funds and lending for longer periods at higher rates, while maintaining sufficient liquidity to meet all claims that might fall due. The Parent Company also trades in financial instruments where it takes positions to take advantage of shortterm market movements in bonds and shares of stocks. The Parent Company has exposure to the following ma jor risks from its use of financial instruments: • Credit risk • Liquidity risk • Market risk • Operational risk Risk Management Framework To manage the financial risk for holding financial assets and liabilities, the Parent Company operates an integrated risk management system to address the risks it faces in its banking activities, including liquidity, credit and market risks. The Parent Company’s risk management objective is to adequately and consistently identify, measure, control and monitor the risk profile inherent in the Parent Company’s activities. The Parent Company’s Risk Oversight Committee (ROC) has overall responsibility for the creation and oversight of the Parent Company’s corporate risk policy and is actively involved in the assessment, planning, review and approval of all the risks in the Parent Company’s organization. The Parent Company also has in place an authorization structure that defines and sets limits on the type and value of transactions that each position can approve. Within the Parent Company’s overall risk management system, the Risk Management Division (RMD) is responsible for managing these risks in a more detailed and proactive fashion on a continuing basis through performance of risk and return analysis. 38 38// UCPB UCPB2012 2012Annual AnnualReport Report 31 / UCPB 2012 Annual Report 2012 Annual Report / 39 39UCPB / UCPB 2012 Annual Report RISK MANAGEMENT Credit Risk Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Group manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties and for industry concentrations, and by monitoring exposures in relation to such limits. Management of Credit Risk The Parent Company manages its credit risk and loan portfolio through a stringent process of loan approval. The screening process is directed by the senior officers of its Corporate and Consumer Banking Group. The process establishes the credit worthiness of the individual loan applicant based on best credit practices, and takes into consideration the current business condition and medium-term potential of the industry in which the loan applicant operates in. The Parent Bank also conducts annual portfolio quality review of its subsidiaries: UCPB Savings Bank (USB) and UCPB Leasing and Finance Corporation (ULFC). In compliance with BSP requirements, the Parent Bank established in December 2004 an Internal Credit Risk Rating (ICRR) system for the purpose of measuring credit risk for corporate borrowers in a consistent manner, as accurately as possible, and thereafter uses the risk information for business and financial decision making. The ICRR system covers corporate borrowers with asset size of above 15.0 million, requiring financial statements from 2005 onwards to be audited by SEC-accredited auditing firms. On a continuing basis, the Parent Bank generates credit risk ratings for existing loan accounts to assess their performance and to determine which account will be retained, expanded, or phased out. A separate review of the loan portfolio is conducted by the RMD to assess the quality of individual accounts and the concentration of the Parent Bank’s credit exposures. Credit risk concentrations can arise whenever a significant number of borrowers have similar characteristics and are affected similarly by changes in economic or other conditions. The Parent Bank analyzes the credit risk concentration to an individual borrower, related group of accounts, industry, geographic, internal rating buckets, currency, term and security. For risk concentration monitoring purposes, the financial assets are broadly categorized into: (1) loans and receivables, (2) trading and financial investment securities, (3) loans and advances to banks, and (4) others. To mitigate risk concentration, the Group has established a regular monitoring system to spot breaches in regulatory and internal limits. Market, Liquidity, and Interest Rate Risk The Market Risk Department manages the Parent Bank’s exposure to market risk, liquidity risk, and interest rate risk in the banking book. Pursuant to our drive to ensure independence in risk monitoring, the Market Risk Department was tasked to take an active role in managing the risk exposure of the Trust Banking Group. Moreover, the Department closely monitors the current and prospective maturity structure of its resources and liabilities and the market condition to guide pricing and asset/liability allocation strategies to manage the Group’s liquidity risks. We manage the market risk exposure of both our trading and non-trading portfolios. Our assets in both on and off balance sheet trading portfolios are subject to trading gains and losses. Market risk exposure from these portfolios is measured by Value at Risk models, subject to independent model validation. 40// UCPB UCPB2012 2012Annual AnnualReport Report 40 Market Risk Market risk is the risk of loss to future earnings, fair values or future cash flows that may result from changes in the price of a financial instrument. The Bank’s market risk originates from its holdings of foreign exchange instruments, debt securities and derivatives. In 2012, the focus was to continually improve risk measurement and monitoring. Paramount is the ongoing upgrade of our purchased front, middle to back office Treasury system. Market risks are monitored on a daily basis by the RMD, which functions independently from the business units. The Group uses various loss limits and risk measurement methodologies as follows: • Stop loss limits • Loss alert limits • Position limits • Mark-to-market valuation • Value-at-Risk (VaR) • Earnings-at-Risk (EaR) VaR Methodology Assumptions and Parameters The Bank computes the statistical VaR to estimate the maximum potential loss that can be incurred in its trading books under normal market conditions given a specified confidence level and holding period. VaR is one of the key measures in the Bank’s management of market risk. The Bank uses 1-day and 10-day holding period for its foreign exchange VaR and interest rate VaR, respectively. The Bank adopts a historical simulation approach using a 99.0% confidence level and a 260-day observation period in its VaR calculation. The Bank’s VaR limit is agreed annually by the Treasury Group and RMD and presented to the ROC based on the tolerable risk appetite of the Bank. Monitoring reports, which include the VaR figures and exposures to VaR limits are sent to the risk-taking units on a daily basis. These are also reported monthly to the ROC. The VaR figures are backtested against actual and unrealized profit and loss of the trading book to validate the robustness of the VaR model. While VaR measures risk during times of normality, it is supplemented with stress testing, which is used to measure the potential effect of a crisis or low probability event. The RMD conducts stress testing to measure and monitor market risks in extreme market conditions. Results of backtesting and stress testing are reported to the ROC on a monthly basis. Backtesting has consistently shown results within the green zone with 0 to 4 incidents of actual and unrealized losses exceeding VaR figures within a rolling one year period. Liquidity Risk Liquidity risk is generally defined as the current and prospective risk to earnings or capital arising from the Group’s inability to meet its obligations when they become due. Liquidity risks are monitored and managed by using the Maximum Cumulative Outflow (MCO) limits and funding diversification/concentration limits. In addition, the Parent Bank manages liquidity risk by holding sufficient liquid assets of appropriate quality to ensure short-term funding requirements are met and by maintaining a balanced loan portfolio which is repriced on a regular basis. In addition, the Parent Bank seeks to maintain sufficient liquidity to take advantage of interest rate and exchange rate opportunities when they arise. The MCO is subjected to stress scenarios that include simultaneous core deposit and heavy withdrawals, government and large funding sources pullout. Portfolio under Available for sale are assumed to be reinvested while loans are assumed to be replaced by new ones. We have periodically revisited and revised our Maximum Cumulative Outflow. Interest Rate Risk Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. The Bank measures the sensitivity of its assets and liabilities to interest rate fluctuations by way of gap analysis. This is measured by the Earnings at Risk (EaR) or the risk of deterioration in interest income over the next 12 months due to unfavorable movements in interest rates. In addition to the Earnings at Risk measurement using 260-day volatilities at 99% level of confidence on actual yields, the bank likewise subjects the EaR measurements with various interest rate shocks to determine the impact on earnings in the banking book. The analysis provides the Bank with a measure of the impact of changes in interest rates on the accrual portfolio or reported earnings (the risk exposure of future accounting income). The repricing gap is calculated by subtracting the interest rate sensitive liabilities in each time bucket from interest rate sensitive assets to produce repricing gap for that particular time bucket. The difference in the amount of assets and liabilities 2012 Annual Report / 41 41UCPB / UCPB 2012 Annual Report RISK MANAGEMENT maturing would then give the Bank an indication of its exposure to the risk of potential changes in net interest income. Internal measurements of interest rate in the banking books assume that: • For corporate and consumer amortized loans, the average of the principal balances till repricing date reprices on the average tenor of the loan. • For loans payable in full at maturity, the principal balance reprices on next repricing date or for fixed rate loans, on maturity date. • Savings deposits and 12% of demand deposits reprice only after one year. • Assets in the non-trading book are exposed to interest rate risk as a result of volatility or fluctuations in interest rates. reportorial requirement would also be complemented by appropriate measures in mitigating risk relative to the risk appetite of the Group. The Bank is currently utilizing the Basic Indicator Approach (BIA) to calculate risk-weighted assets. Under the BIA, the operational risk capital charge would be the fixed percentage (15%) of the average non-negative annual gross income for the past three years. The total operational risk-weighted assets (ORWA) would then be computed by dividing the operational risk charge by the Capital Adequacy Ratio (CAR) of 10%. Risk Based Capital Adequacy Ratio The RMD oversees the management of the capital and risk assets of the Group and ensures compliance with the regulatory capital requirement known as the Risk Based Capital Adequacy Ratio (RBCAR) expressed as a percentage of qualifying capital to risk-weighted assets, should not be less than 10.0% for both stand-alone basis (head office and branches) and consolidated basis (Parent Bank and subsidiaries engaged in financial allied undertakings but excluding insurance companies). In 2009, the Bank issued its first ICAAP document, following the regulatory directive to conduct an Internal Capital Adequacy Assessment Process (ICAAP) based on Basel II-Pillar II guidelines and this is updated annually. The bank’s RBCAR as of end-2012 are shown in the table below: Operational Risk Operational Risk refers to the risk of loss resulting from inadequate or failed internal processes, people or systems, or from external events, that would have an impact on the Group’s earnings and capital. The risk management process basically involves four dynamic processes 1) Identification of risks, 2) Measurement and assessment of risks, 3) Risk control and mitigation, and 4) Risk monitoring and reporting. Following the principles of Basel II, the Group has created an independent operations risk management function under the BOD through the Risk Oversight Committee (ROC). The operational risk management function is responsible for defining risk framework along with the development of policies and procedures and strategies to identify, measure, monitor and control/mitigate operational task. The responsibility for implementing the framework including the day-to-day operational risk management lies with the business and support units. Currently, the Group has an existing system of internal controls, the enforcement of which effectively manages operational risks. Control activities engaged in by various units of the Group include: Breakdown of risk exposures are as follows: a. Top level reviews made by the senior management committees; b. Detailed periodic performance and exception reports to individual senior officers; c. Physical controls such as restricted access: d. Enforcement of exposure limits; e. A system of approvals and authorizations; and f. A system of verifications and reconciliation. In the risk identification, measurement, control & mitigation, monitoring and reporting the Bank categorizes operational risk events according to the Basel II seven (7) ma jor risk event categories as follows: • Internal Fraud • External Fraud • Employment Practices and Workplace Safety • Clients, Products and Business Practices • Damage to Physical Assets • Business Disruption and System Failures • Execution Delivery and Process Management The Group also performs regular risk and control assessment in the identification and measurement of these operational risk events including legal and compliance risks. The synergy provided by such an approach would make for an integral part of the process of monitoring and controlling the Group’s operational risk. Accompanying this approach on operational risk management is the regular reporting of operational risk exposures and loss experience to the BOD and the business and support units, thru senior management. The 42// UCPB UCPB2012 2012Annual AnnualReport Report 42 2012 Annual Report / 43 43UCPB / UCPB 2012 Annual Report CORPORATE GOVERNANCE RISK MANAGEMENT The Board of Directors is responsible for governing the business and affairs of the Bank and for exercising all such powers pursuant to the Bank’s Articles of Incorporation. While carrying out its duties and responsibilities, the Board is committed to ensuring highest corporate governance standards by undertaking to: Risk weighted assets broken down by type of exposure: • Provide strategic leadership to the Bank; • Review, approve and monitor the implementation of the Bank’s strategic business plans and policies; • Ensure the maintenance of an effective system of internal controls that is able to identify and manage principal risks resulting in efficiency in operations and a stable financial environment; • Foster corporate values and ethical principles in parallel with the goal to enhance shareholders’ value; • Monitor and evaluate the performance of the Management team to ensure that the performance criteria remains dynamic; and • Formulate a succession plan to ensure business continuity Compliance System To attain our vision to be the bank of choice of the middle and consumer markets by providing personal and proactive service and innovative products, the Board places an emphasis on transparency, accountability, integrity and corporate performance as the prerequisites of a responsible corporate entity. To ensure the highest standards of integrity, business ethics and professionalism are upheld across our organization, we follow a corporate governance program that is in accordance with the best market practices and in conformity with regulatory requirements. The Board has oversight responsibility for an effective Compliance function. The main responsibility for the planning and implementation of our compliance policies rest with our Chief Executive Officer, assisted by our Chief Compliance Officer. Under recent regulatory mandates, UCPB’s Compliance System now covers: • Regulatory Compliance Risk Management – identifies, assesses, monitors and mitigates risks of legal or regulatory sanctions, financial loss that UCPB may suffer as a result of its failure to comply with all applicable laws, rules and regulations. • Corporate Governance Risk Management – ensures high ethical standards of business conduct and good governance principles of transparency, accountability and fairness governs within UCPB. • Reputation Risk Management – identifies, assesses, monitors, mitigates risks and potential risks resulting from Management’s processes and decisions that may negatively affect UCPB’s reputation, market standing and public trust. • Anti-Money Laundering Act and Anti-Terrorist Financing Under the compliance program is the enforcement of the Anti-Money Laundering Act and Anti-Terrorist Financing (AMLTF). We have developed the Customer Due Diligence and risk rating policy that requires all our business units to fully establish our client’s identity. This covers policies on accountabilities, account opening, monitoring, records retention and reporting. We are utilizing a BSP-compliant system that helps business units and branches to accurately identify clients and efficiently monitor their accounts and transactions. 44// UCPB UCPB2012 2012Annual AnnualReport Report 44 2012 Annual Report / 45 45UCPB / UCPB 2012 Annual Report CORPORATE GOVERNANCE Board of Directors Composition and Structure Shareholders Composition and Structure Pursuant to the Bank’s by-laws, “The Corporate powers of the Bank shall be vested in and exercised, its business conducted, and its property controlled by a Board of Directors composed of fifteen (15) members.” It further states that “The Board of Directors shall always act in the best interest of the Bank in a manner characterized by transparency, accountability and fairness. The Board of Directors, entrusted with trust and confidence, shall, direct and supervise the affairs of the Bank under its collective responsibility, and exercise such powers and perform such functions as are granted to it by law or reasonably necessary to accomplish the purpose or purposes for which the Bank is formed.” Thirteen out of fifteen members of the UCPB Board are Independent Directors. They ensure that there is an effective check and balance in the functioning of the Board. They meet the criteria of independence as they are not involved in the day-to-day management of the Bank, nor do they participate in any business dealings of the Bank. This ensures that they remain free of any conflict of interest and can undertake their roles and responsibilities in an effective manner. Being the governing body of a ma jor financial provider, the Board recognizes that its Members must have the appropriate mix of skills, as well as the necessary knowledge, experience and commitment, to effectively contribute towards the growth and expansion of the Bank. Being on the Board of a financial institution, the Board Members are required to be responsive to the constantly changing global financial landscape. Directors attend corporate governance seminars conducted by accredited government or private institutions prior to assumption of office. In addition, the Board Members are provided briefings on anti-money laundering, BSP circulars, and other banking-related issues as needed. Every year, the Bank conducts a self-assessment of its corporate governance practices, covering all the members of the Board, Board meetings, Board committees, and various related issues. The Bank’s 2012 selfrating indicated that it has fully complied with the best practices in corporate governance. Board of Directors Board Committees Executive Assists in the general supervision, administration and management of the Bank Audit Corporate Governance Ensures that the auditing, accounting, financial management principles and practices are in line with international and Philippine best practices and conform with all legislative and regulatory requirements Compensation and Remuneration Assists the Board in fulfilling its responsibilities as related to the development of criteria and goals for the Bank’s compensation policy. The Committee reviews, evaluates and recommends to the Board the benefit plans and compensation policy for the Bank and wholly owned subsidiaries. Ensures that the principles of good corporate governance of transparency, accountability and fairness shall govern the conduct of business of UCPB and UCPB Group Trust Manages the Bank’s trust and fiduciary activities Coconut Farmers Program Development Supports and assists in the development and implementation of impact projects beneficial to the small and marginalized coconut farmers Legal Oversight Recommends to the Board policies and guidelines in case management including the adoption of legal strategies in important cases for or against the Bank. The Committee shall render oversight in the monitoring, supervision and handling of cases by the Bank’s external counsels, as well as by its internal lawyers. Risk Oversight Assists the Board in performing its oversight functions to manage the Bank’s credit, operational and reputational risks. Corporate Social Responsibility Spearheads the formulation and implementation of the Bank’s initiatives to contribute to national development, with particular focus on the coconut industry, thereby promoting the welfare of underprivileged sectors of society, primarily the small coconut farmer communities and other marginalized communities in areas where the Bank conducts its business, through the active involvement and participation of the Bank’s associates in such initiatives and prudent and expedient allocation of the Bank’s other resources Board Meetings Apart from the regular monthly meetings, the Board also holds special meetings to discuss directions or decisions that require expeditious action between the scheduled meetings. In 2012, the Board held a total of seventeen (17) meetings to discuss business strategies, financial performance, matters pertaining to compliance and governance, as well as reports on matters deliberated by Board Committees and their recommendations. The Board also reviewed regular management reports and information on corporate and business issues to assess performance against business targets and objectives. The Board also functions through committees that handle specific responsibilities pertaining to the governance function. The following are the Board Committees with their specific membership: Executive Committee Jeronimo U. Kilayko - Chairman Cristina Q. Orbeta Arthur A. Bautista Ma. Angela E. Ignacio (until March 2012) Primitivo Y. Garcia III (effective April 2012) Jose Alfonso A. Poblete Audit Committee Cristina Q. Orbeta - Chairman Arthur A. Bautista Danilo V. Pulido Karlo Marco P. Estavillo Jose Alfonso A. Poblete Coconut Farmers Program Development Committee Efren M. Villaseñor - Chairman Jeronimo U. Kilayko Raul V. Del Mar (until October 2012) Datu Mao K. Andong, Jr. Karlo Marco P. Estavillo Oscar C. Solidor Higinio O. Macadaeg, Jr. 46// UCPB UCPB2012 2012Annual AnnualReport Report 46 Compensation & Remuneration Committee Menardo R. Jimenez - Chairman Jeronimo U. Kilayko Cristina Q. Orbeta Karlo Marco P. Estavillo Ma. Angela E. Ignacio (until March 2012) Primitivo Y. Garcia III (effective April 2012) John Y. Young Corporate Governance Committee Danilo V. Pulido - Chairman Jeronimo U. Kilayko Datu Mao K. Andong, Jr. Nilo T. Divina Jose Alfonso A. Poblete Corporate Social Responsibility Committee Jeronimo U. Kilayko - Chairman Datu Mao K. Andong, Jr. Oscar C. Solidor Efren M. Villaseñor John Y. Young Legal Oversight Committee Raul V. Del Mar - Chairman (until October 2012) Karlo Marco P. Estavillo Nilo T. Divina Primitivo Y. Garcia III (effective April 2012) Risk Oversight Committee Menardo R. Jimenez - Chairman Jeronimo U. Kilayko Arthur A. Bautista Cristina Q. Orbeta Ma. Angela E. Ignacio (until March 2012) Oscar C. Solidor (effective August 2012) Trust Committee Menardo R. Jimenez - Chairman Jeronimo U. Kilayko Alexandra C. Deveras Nilo T. Divina Efren M. Villaseñor 2012 Annual Report / 47 47UCPB / UCPB 2012 Annual Report 1. MENARDO R. JIMENEZ Chairman of the Board of Directors 5. ATTY. RAUL V. DEL MAR Director 9. HIGINIO O. MACADAEG, JR. Director 13. OSCAR C. SOLIDOR Director 2. JERONIMO U. KILAYKO Director, President and Chief Executive Officer 6. ATTY. NILO T. DIVINA Director 10. CRISTINA Q. ORBETA Director 14. EFREN M. VILLASEÑOR Director 3. DATU MAO K. ANDONG, JR. Director 7. ATTY. KARLO MARCO P. ESTAVILLO Director 11. JOSE ALFONSO A. POBLETE Director 15. JOHN Y. YOUNG Director 4. ARTHUR A. BAUTISTA Director 8. ATTY. PRIMITIVO Y. GARCIA, III Director 12. DANILO V. PULIDO Director 16. ILDEFONSO R. JIMENEZ Corporate Secretary 48// UCPB UCPB2012 2012Annual AnnualReport Report 48 2012 Annual Report / 49 49UCPB / UCPB 2012 Annual Report MENARDO R. JIMENEZ CHAIRMAN OF THE BOARD OF DIRECTORS CHAIRMAN Fibers Trading Inc. Ma jent Management & Development Corporation Menarco Holdings, Inc. Meedson Properties Corporation Nuvoland Philippines Inc. Opticolors Inc. Association of Abaca Pulp Manufacturers CHAIRMAN AND DIRECTOR CBTL Holdings, Inc. Coffee Bean and Tea Leaf Philippines DIRECTOR, PRESIDENT AND CEO Albay Agro Industrial Development Corporation DIRECTOR San Miguel Purefoods Co. Inc., Magnolia Inc., Mabuhay Philippines Satellite Corporation, Unicapital Finance and Investments, Inc., Unicapital,Inc., Dasoland Holdings Corporation, Pan Phil. Aqua Culture Corporation, Philippine Chamber of Commerce and Industry MEMBER OF BOARD OF TRUSTEE Foundation for Crime Prevention Teodor F. Valencia Foundation, Inc. COMMISSIONER Patrol 117 Commission MEMBER Philippine Chamber of Commerce & Industry – Council of Business Leaders Philippine Institute of Certified Public Accountants Manila Overseas Press Club Philippine Constitution Association FEU Alumni Foundation, Inc. FORMER PRESIDENT AND CEO GMA Network, Inc. DOCTORATE IN BUSINESS MANAGEMENT (HONORIS CAUSA) University of Pangasinan Pamantasan ng Lungsod ng Maynila DOCTORATE IN COMMUNICATIONS (HONORIS CAUSA) Polytechnic University of the Philippines ARTHUR A. BAUTISTA DIRECTOR CHAIRMAN OF THE BOARD, PRESIDENT AND CEO Timebound Trading Inc. Savoy Confections PRESIDENT Kuya’s at the Fort Jed and Julian’s FORMER PRESIDENT First Federal Consultants Corporation Sorbetes Pinoy SENIOR EXECUTIVE POSITIONS Bank of Philippine Islands Citytrust Banking Corporation Financial Transaction Corporation, USA Fil-Pride Philippines CANDIDATE, MASTERS IN BUSINESS ADMINISTRATION De La Salle Graduate School of Business BACHELOR OF SCIENCE IN BUSINESS ADMINSTRATION De La Salle University 50// UCPB UCPB2012 2012Annual AnnualReport Report 50 DATU MAO K. ANDONG, JR. DIRECTOR NATIONAL CHAIRMAN Kaunlaran ng mga Magsasaka at Manggagawa ng Pilipinas CHAIRMAN South & West Mindanao Coconut Farmers Congress (SOWESMINCOCO) DIRECTOR Kaunlaran Magsasaka, Inc. NATIONAL PRESIDENT Coconut Peasants’ Reform Alliance VICE PRESIDENT Mindanao Pambansang Koalisyon ng mga Samahan ng Magsasaka at Manggagawa sa Niyugan HELD VARIOUS EXECUTIVE POSITIONS IN GOVERNMENT BACHELOR OF ARTS IN ECONOMICS Gregorio Araneta University Foundation JERONIMO U. KILAYKO DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER CHAIRMAN UCPB Savings Bank UCPB Leasing and Finance Corporation UCPB Securities, Inc. United Foreign Exchange Corporation VICE CHAIRMAN UCPB CIIF Finance and UCPB Foundation DIRECTOR AFC Merchant Bank in Singapore Megalink United Coconut Chemicals Inc. 14 holding companies PRESIDENT Techinfo Solutions and K5 Distribution FORMER DIRECTOR AND VICE CHAIRMAN Bank of Commerce FORMER DIRECTOR AND VICE PRESIDENT Central Visayas Finance Corporation FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER UCPB, CIIF Oil Mills, UCPB General Insurance Co. Inc., United Coconut Planters Life Assurance Corporation, United Coconut Chemicals, Inc. FORMER DIRECTOR AND PRESIDENT San Miguel Properties HELD VARIOUS EXECUTIVE POSITIONS Asean Finance Corporation Ltd. ( Singapore), IBI Asia, Bank of America, Merill Lynch, Land Bank of the Philippines BACHELOR OF SCIENCE IN LIBERAL ARTS AND COMMERCE De La Salle University 2012 Annual Report / 51 51UCPB / UCPB 2012 Annual Report ATTY. RAUL V. DEL MAR DIRECTOR ATTY. PRIMITIVO Y. GARCIA III DIRECTOR FORMER DEPUTY SPEAKER House of Representatives, two terms FORMER CONGRESSMAN Cebu City-1st City-1st District for six terms House of Representatives contingent for two terms 20 years perfect attendance in House plenary sessions FORMER COMMISSION ON APPOINTMENTS HEAD PRINCIPAL AUTHOR OF 48 LAWS PAPAL AWARDEE “Croce Pro-Ecclecia et Pontifice” conferred by Ricardo Cardinal Vidal BACHELOR OF LAWS Ateneo De Manila University DOCTOR OF HUMANITIES (HONORIS CAUSA), Cebu Normal University DOCTOR OF PHILOSOPHY IN TECHNOLOGY MANAGEMENT (HONORIS CAUSA) Cebu Technological University PAST PRESIDENT Cebu Chamber of Commerce and Industry, Rotary Club of Cebu East and Cebu Jaycees Paul Harris FELLOW Rotary International Jake Gonzalez & Jaycees International ATTY. NILO T. DIVINA DIRECTOR DIRECTOR UCPB Savings Bank UCPB Securities, Inc. PRESIDENT Prince Group of Companies ADMINISTRATOR AND GENERAL COUNSEL Zosima Incorporated PAST PRESIDENT AND MEMBER Rotary Club of Makati South PRESIDENT La Salle Greenhills Lawyers League, Inc. MEMBER Philippine Bar Association BACHELOR OF ARTS MAJOR IN ECONOMICS De La Salle University BACHELOR OF LAWS Ateneo de Manila University HIGINIO O. MACADAEG, JR. DIRECTOR AUTHOR 2010 & 2005 Handbook on Commercial Law and various law articles FOUNDER AND MANAGING DIRECTOR Divina and Uy Law Office EXECUTIVE VICE PRESIDENT Association of Law Schools HELD SENIOR EXECUTIVE POSITIONS Equitable-PCI Bank Philippine Charity Sweepstakes Office RECIPIENT 2005 Most Outstanding Male Faculty Award FINALIST Search for the Ten Most Outstanding Students of the Philippines AWARDEE Manuel Luis Quezon Award for Exemplary Leadership, University of Sto. Tomas DEAN, LAW PROFESSOR AND BAR REVIEWER University of SantoTomas RECTOR’S AWARDEE FOR ACADEMIC EXCELLENCE, University of Sto. Tomas MEMBER Philippine Bar INTERNATIONAL TAX LAW POST-GRADUATE DIPLOMA Robert Kennedy College, Switzerland BACHELOR OF LAWS (MAGNA CUM LAUDE) University of Santo Tomas BACHELOR OF ARTS IN BEHAVIORAL SCIENCE (CUM LAUDE) University of Santo Tomas ATTY. KARLO MARCO P. ESTAVILLO DIRECTOR GENERAL MANAGER San Miguel Properties, Inc. FELLOW AND CORPORATE SECRETARY Asia-Pacific Policy Center ASSISTANT CORPORATE SECRETARY The Diamond Hotel LEGAL COUNSEL AND CORPORATE SECRETARY Various private corporations BACHELOR OF SCIENCE IN BUSINESS MANAGEMENT Ateneo de Manila University BACHELOR OF LAWS, COLLEGE OF LAW University of the Philippines 52// UCPB UCPB2012 2012Annual AnnualReport Report 52 EXECUTIVE VICE PRESIDENT AND HEAD Corporate and Consumer Banking Group DIRECTOR UCPB Properties, Inc. UCPB Leasing and Finance Corporation UCPB Securities, Inc. United Foreign Exchange Corporation HELD SENIOR EXECUTIVE POSITIONS Equitable-PCI Bank, Metropolitan Bank and Trust Company, Solidbank Corporation, Standard Chartered Bank, Citytrust Banking Corporation ADVANCED MANAGEMENT TRAINING PROGRAM Wharton School, University of Pennsylvania BACHELOR OF SCIENCE IN MANAGEMENT Ateneo de Manila University CRISTINA Q. ORBETA DIRECTOR DIRECTOR UCPB Savings Bank UCPB Leasing and Finance Corporation EXECUTIVE VICE PRESIDENT Philippine Deposit Insurance Corporation FORMER DIRECTOR Bangko Sentral ng Pilipinas FORMER EXECUTIVE DIRECTOR Central Bank Board of Liquidators DEPUTY SENIOR COUNTRY OFFICER Calyon Manila Offshore Branch DEPUTY GENERAL MANAGER Credit Lyonnais Manila Offshore Branch FORMER CONSULTANT The United Kingdom’s Department for International Development FORMER CONSULTANT Asian Development Bank FORMER CONSULTANT World Bank MASTER OF PUBLIC ADMINISTRATION Harvard University MASTER IN ECONOMICS (ACADEMIC UNITS) University of the East BACHELOR OF ARTS IN MATHEMATICS (MAGNA CUM LAUDE) University of the East 2012 Annual Report / 53 53UCPB / UCPB 2012 Annual Report EFREN M. VILLASEÑOR JOSE ALFONSO A. POBLETE DIRECTOR DIRECTOR CHAIRMAN Confederation of Coconut Farmers Organization the Philippines CHAIRMAN AND FOUNDING MEMBER Quezon Farmers Cooperative NATIONAL PRESIDENT Pambansang Koalisyon ng mga Samahan ng mga Magsasaka at Manggagawa sa Niyugan PRESIDENT AND FOUNDING MEMBER Coconut Farmers Federation for Rural Advancement FOUNDING MEMBER Coconut Farmers Technology Center – Southern Tagalog Region The Katipunan ng mga Magsasaka at Mangigisda ng Pilipinas – NorthernSamar FOUNDER Samar Island Peasant Alliance Group (SIPAG) MUNICIPAL DEVELOPMENT ASSISTANT Municipality of Lopez in Quezon COMMUNITY AFFAIRS OFFICER Bondoc Development Program FORMER ALTERNATE COMMISSIONER Farmers Sector, Council of the National Anti-Poverty Commission FOUNDER AND MANAGING DIRECTOR Assistforce, LLC, California Tri-Globe, LLC California HELD EXECUTIVE POSITIONS McKesson Corporation, USA Kaiser Foundation Health Plan, Inc. USA Bancom Development Corporation SGV and Co. RECIPIENT Sixto Roxas Award for Excellence in Economics, De La Salle University MASTER IN HEALTH SERVICES ADMINSTRATION, St. Mary’s College, Moraga, California MASTER OF MANAGEMENT Kellogg School of Management, Northwestern University, IIlinois BACHELOR OF ARTS MAJOR IN ECONOMICS (HONORS PROGRAM) Ma jor in Economics, De La Salle University JOHN Y. YOUNG DANILO V. PULIDO DIRECTOR DIRECTOR CHAIRMAN AND PRESIDENT Emilia Properties, Inc. FORMER DIRECTOR Rural Bank of Sanchez Mira HELD SENIOR EXECUTIVE POSITIONS Philippine National Bank, Philippine Exchange Company National Investment and Development Corporation MASTERS OF BUSINESS ADMINSTRATION University of the Philippines BACHELOR OF SCIENCE IN BUSINESS ADMINISTRATION University of the Philippines PRESIDENT AND CEO Ginza Restaurant Inc. JEDCOR Development Corporation PRESIDENT Wander Lanes Travel Co., Inc. Victor D. Young Enterprises BACHELOR OF SCIENCE IN COMMERCE University of San Carlos ILDEFONSO R. JIMENEZ OSCAR C. SOLIDOR DIRECTOR SECRETARY Confederation of Coconut Farmers Organizations of the Philippines (CCFOP), Inc. COUNCIL MEMBER Pambansang Kilusan ng mga Samahang Magsasaka at Manggagawa sa Niyugan (PKSMMN) SECRETARY-GENERAL Lakas ng Magsasakang Pilipino (LMP) CHAIRMAN Alyansa Sa Mga Timawang Mag-uugmad sa Amihanang Mindanao (ATIMAN-MINDANAO) MEMBER Caraga Conference for Peace and Development (CCPD) BACHELOR OF SCIENCE IN AGRICULTURE Central Mindanao University 54// UCPB UCPB2012 2012Annual AnnualReport Report 54 CORPORATE SECRETARY FIRST VICE PRESIDENT AND CORPORATE SECRETARY UCPB Leasing and Finance Corporation UCPB Savings Bank UCPB Securities, Inc. United Foreign Exchange Corporation PROFESSIONAL LECTURER College of Law, University of the Philippines CORPORATE SECRETARY University of the Philippines Foundation Inc. FORMER SENIOR COUNCIL AND ASSISTANT CORPORATE SECRETARY International Rice Research Institute (IRRI) FORMER PARTNER Padilla Jimenez Kintanar and Asuncion Law Offices BACHELOR OF LAWS IN BUSINESS ECONOMICS AND BACHELOR OF LAWS University of the Philippines 2012 Annual Report / 55 55UCPB / UCPB 2012 Annual Report 56// UCPB UCPB2012 2012Annual AnnualReport Report 56 2012 Annual Report / 57 57UCPB / UCPB 2012 Annual Report VALENTIN A. ARANETA ATTY. ANDRES D. BAUTISTA ADVISER CHAIRMAN CHAIRMAN Presidential Commission on Good Government INTERIM CHAIRMAN United Coconut Planters Life Assurance Corporation (Cocolife) UCPB General Insurance Inc. United Coconut Chemicals, Inc. (Cocochem) UCPB-CIIF Finance Development Corporation UCPB-CIIF Foundation EXECUTIVE COMMITTEE CHAIRMAN AND DIRECTOR CIIF Oil Mills Group CO-FOUNDER Master in Business Administration - Juris Doctor Program De La Salle Graduate School of Business FEU Institute of Law COLUMNIST The Philippine Star PRESIDENT Harvard Club of the Philippines MASTER OF LAWS Harvard Law School BACHELOR OF LAWS (VALEDICTORIAN) Ateneo Law School ATTY. RICHARD R.T. AMURAO ADVISER COMMISSIONER Presidential Commission on Good Government BOARD DIRECTOR Chemfields Inc. Independent Realty Corporation ADVISER Intercontinental Broadcasting Corporation - 13 FORMER CONSULTANT Asian Development Bank HELD VARIOUS POSITIONS IN THE GOVERNMENT Office of the President of the Philippines Department of Justice JURIS-DOCTOR Ateneo de Manila University Evelio Javier Leadership Awardee MASTER OF LAWS (WITH HONORS) London School of Economics and Political Science, United Kingdom BACHELOR OF ARTS IN MANAGEMENT ECONOMICS Ateneo de Manila University 58// UCPB UCPB2012 2012Annual AnnualReport Report 58 PRESIDENT AND CHAIRMAN Philippine Deposit Insurance Corporation MEMBER, BOARD OF TRUSTEES AND CORPORATE SECRETARY Finex Research and Development FORMER INDEPENDENT DIRECTOR Metropolitan Bank & Trust Company FORMER PRESIDENT AND CHIEF OPERATING OFFICER Rizal Commercial Banking Corporation FORMER VICE CHAIRMAN Great Pacific Savings Bank FORMER DIRECTOR, SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER Philippine National Bank BACHELOR OF ARTS IN ECONOMICS Ateneo de Manila University ADVANCED MANAGEMENT PROGRAM Wharton, University of Pennsylvania ATTY. JOVENCITO R. ZUÑO ADVISER ASSOCIATE DIRECTOR Institute of Corporate Directors LEGAL CONSULTANT Senate Blue Ribbon Committee MEMBER Melo Commission Rotary Club of Rosario, Batangas LIFETIME MEMBER/ADVISER/COORDINATOR National Prosecutors League of the Philippines FORMER CHIEF STATE PROSECUTOR Department of Justice OUTSTANDING PROSECUTOR Consumers Union of the Philippines AWARDEE FOR JUDICIAL EXCELLENCE Guillermo B. Guevarra Award BACHELOR OF LAWS University of the East BACHELOR OF ARTS (OUTSTANDING ALUMNUS) Lipa City Colleges 2012 Annual Report / 59 59UCPB / UCPB 2012 Annual Report 1. JERONIMO U. KILAYKO President and Chief Executive Officer 2. CESAR A. RUBIO Executive Vice President, Chief Finance Officer and Head Support Services Group 3. EDMOND E. BERNARDO Executive Vice President and Head Branch Banking Group 4. EULOGIO V. CATABRAN III Executive Vice President and Head Treasury Banking Group 5. HIGINIO O. MACADAEG, JR. Executive Vice President and Head Corporate and Consumer Banking Group 60// UCPB UCPB2012 2012Annual AnnualReport Report 60 6. EVANGELINA P. SAMONTE Executive Vice President and Head Operations Group 11. ALEXANDRA C. DEVERAS First Vice President, Trust Officer and Head Trust Banking Group 7. RAMON B. TAÑAFRANCA Executive Vice President and Head Information Technology and Methods Group 12. ILDEFONSO R. JIMENEZ First Vice President and Corporate Secretary 8. ATTY. JOSE A. BARCELON Senior Vice President and Head Legal Services Group 9. ROSARIO M. DAYRIT Senior Vice President and Head Human Resources Group 10. NORMAN MARTIN C. REYES Senior Vice President and Head Marketing Group 13. PINKY S. DEREQUITO First Vice President and Head Internal Audit Division 14. MARIA PAZ Q. CUEVAS Vice President, Chief Risk Officer and Head Risk Management Division SUBSIDIARIES: 1. FRANCO P. MAGALONG President UCPB Leasing and Finance Corporation 2. VINCENT K. DE LEON President UCPB Securities, Inc. 3. JOSEPH C. JUSTINIANO President UCPB Savings Bank 15. FRANK C. CAPALONGAN Chief Compliance Officer, Vice President and Head Bank Compliance Division 2012 Annual Report / 61 61UCPB / UCPB 2012 Annual Report BANK COMPLIANCE DIVISION FRANK C. CAPALONGAN Vice President, Chief Compliance Officer and Head, Bank Compliance Division ARTURO D. SAYAO, JR. Assistant Vice President 2 and Head Operations Department ANTONIO C. ROMERO Assistant Vice President 2 and Head Anti-Money Laundering Department ROBERTO V. FIESTA Assistant Vice President 1 Compliance Officer BRANCH BANKING GROUP EDMOND E. BERNARDO Executive Vice President and Head, Branch Banking Group NOEL T. CALALANG Vice President and Head Branch Banking Support Division JOSEFINA M. CARAOS Vice President BM, Main Office Branch RODOLFO G. DE GUZMAN Vice President and Head North-Central Luzon Region RONALDO E. ELAMPARO Vice President and Head Metro Manila 6 Region NATIVIDAD R. FRANCISCO Vice President and Head Metro Manila 5 Region ANTHONY EVAN A. LLUCH Vice President and Head Metro Manila 1 Region MANUEL R. MACAM Vice President and Head Metro Manila 7 Region ANGEL H. MOJICA Vice President and Head Metro Manila 3 Region MODESTO M. SICANGCO Vice President and Head Visayas Region ALEXANDER L. DIMACUHA Assistant Vice President 2 and Head Mindanao Region JOCELYN T. GOMEZ Assistant Vice President 2 and Head South Luzon Region SAMUEL L. SANTOS Assistant Vice President 2 and Head Metro Manila 2 Region 62// UCPB UCPB2012 2012Annual AnnualReport Report 62 SENIOR OFFICERS SENIOR OFFICERS AS OF MARCH 2013 AS OF MARCH 2013 MONINA A. SUNGA Assistant Vice President 2 and Head Metro Manila 4 Region JENNIFER T. FRANCO Assistant Vice President 2 BM, Ayala Avenue Branch NEPTALI F. RAMOS Assistant Vice President 2 BM, Calamba Branch VICTORIA C. BERNAL Assistant Vice President 1 BM, Muñoz Branch RODRIGO H. PADA Assistant Vice President 1 BM, Tektite Branch RENE A. ALIMAGNO Assistant Vice President 2 BM, Lipa - Recto Branch NOEL G. GERAPUSCO Assistant Vice President 2 BM, Jaro Branch JOSE MARI V. REYES Assitant Vice President 2 Head, Branch Services Department ROSITA A. CARREON Assistant Vice President 1 BM, Tomas Morato Branch DOLORES M. PALO Assistant Vice President 1 BM, Blue Ridge Branch CLARA JEAN F. ARCE Assistant Vice President 2 BM, Ortigas Branch CHONA LESLIE R. GOCO Assistant Vice President 2 BM, Calapan Branch CIELITO L. CELADA Assistant Vice President 1 BM, Quirino Highway Branch CRISANTIAGO T. PAROJINOG Assistant Vice President 1 BM, Cogon Branch CARMINDA A. BACULI Assistant Vice President 2 Business Development Officer Metro Manila 7 Region JOSE JERIC E. GOMEZ Assistant Vice President 2 BM, San Pablo Branch ERLINDA P. DACANAY Assistant Vice President 1 BM, Mindanao Avenue Branch LORELEI P. PLETE Assistant Vice President 1 BM, Vigan Branch CLARISSA R. DULATRE Assistant Vice President 1 BM, Chino Roces Branch MA. LOURDES CARIDAD B. PONCE Assistant Vice President 1 BM, Banilad Branch MA. THERESA T. DY Assistant Vice President 1 BM, Pasong Tamo Ext. Branch GINA K. REYES Assistant Vice President 1 BM, Baliuag Branch JESUS PROSPERO K. ESTARIS Assistant Vice President 1 BM, Shangrila Plaza Branch JOSE ANTONIO J. ROSADO Assistant Vice President 1 BM, Iznart Branch ROSARIO IRENE L. FERNANDO Assistant Vice President 1 BM, West Avenue Branch GRACE S. SABINO Assistant Vice President 1 BM, Limay Branch GLENDA V. GALLO Assistant Vice President 1 BM, Robinsons Galleria Branch ARTURO JEROME J. SALCEDO Assistant Vice President 1 BOO, Cambridge Branch MINA C. GAN Assistant Vice President 1 SO, Hanston Square Branch MARY ANN H. SALGADO Assistant Vice President 1 BM, Libertad Branch MERCEDITAS ASSUMPTION A. GUEVARA Assistant Vice President 1 BM, Roxas Branch GUILBERT P. SAMPEDRO Assistant Vice President 1 BM, Global City Branch ROMANA M. HIZON Assistant Vice President 1 BM, Paso de Blas Branch MARIA THERESA C. SANTOS Assistant Vice President 1 BM, Sto. Tomas Branch JOEL VICTOR P. JAVIER Assistant Vice President 1 BM, Pasay Road Branch FERDINAND Y. SENO Assistant Vice President 1 BM, F. Ramos Branch MA. ANA T. ABALA Assistant Vice President 1 BM, San Andres Branch ALERIS A. JOVEN Assistant Vice President 1 Business Development Officer Metro Manila 3 Region ALOIDA B. TANUNLIONG Assistant Vice President 1 BM, J.P. Rizal Branch MARISSA D. AUYONG Assistant Vice President 1 BM, P. Tuazon Branch CEZARIO B. LARIOS Assistant Vice President 1 BM, Tanauan Branch ANGELA L. BAES Assistant Vice President 1 BM, Zamboanga Branch CLARITA V. LUBER Assistant Vice President 1 BM, Metropolitan Branch MA. CRISTINA V. BALAOING Assistant Vice President 1 Business Development Officer Metro Manila 5 Region ARTURO A. MACAM, JR. Assistant Vice President 1 BM, Banaue Branch HERMILO A. BAGABALDO Assistant Vice President 2 BM, Lacson-Galo Branch EVANGELINE R. BALASBAS Assistant Vice President 2 BM, Boni Avenue Branch CRISPULO B. BALTAZAR, JR. Assistant Vice President 2 BM, Solano Branch FRANCISCO M. BASA, JR. Assistant Vice President 2 BM, Mandaluyong Branch VOLTAIRE REX C. CASTRO Assistant Vice President 2 BM, Bohol Avenue Branch ROWENA Z. CATOLOS Assistant Vice President 2 BM, Pioneer Branch SOCORRO S. CHUA Assistant Vice President 2 BM, T. M. Kalaw Branch JANE V. DE GUZMAN Assistant Vice President 2 BM, Baguio Branch MARILU P. DE GUZMAN Business Development Officer Metro Manila 5 Region MERLINE S. DELA CRUZ Assistant Vice President 2 BM, San Miguel Branch ELIZABETH B. DEE Assistant Vice President 2 BM, Juan Luna Branch SUSAN C. DESAMERO Assistant Vice President 2 BM, Dela Rosa Branch ROSALINDA T. DOMINGO Assistant Vice President 2 BM, Guadalupe Branch GUILLERMA M. ESPIRITU Assistant Vice President 2 BM, Subic Branch LOLITA A. GONZALES Assistant Vice President 2 BM, BF Parañaque Branch NEBELLEE M. GUMBAN Assistant Vice President 2 BM, San Pedro-Davao Branch JOCELYN G. HERNANDEZ Assistant Vice President 2 BM, Lemery Branch IRENE L. LIM Assistant Vice President 2 BM, Escolta Branch MA. CECILIA V. LIM Assistant Vice President 2 BM, Velez Branch ROMEO S. LINDAIN Assistant Vice President 2 BM, Herrera Branch JUAN P. LIWAG Assistant Vice President 2 BM, McKinley Hill Branch EVA MARIE N. MAGNO Assistant Vice President 2 BM, Cambridge Branch MERVYN NICASIO M. MAGNO, JR. Assistant Vice President 2 BM, Butuan Branch GINA S. MERCADO Assistant Vice President 2 BM, P. Ocampo Branch ROMEO G. MILLERA Assistant Vice President 2 BM, Sucat Branch ELIZABETH D. ORBE Assistant Vice President 2 BM, Karuhatan Branch FIEL AMOR J. PACLEB Assistant Vice President 2 BM, Tordesillas Branch JESSICA S. PANGILINAN Assistant Vice President 2 BM, Cabanatuan Branch ROLANDO V. ROBIÑOL Assistant Vice President 2 BM, Laguna Branch CRISTINA B. ROBLEDO Assistant Vice President 2 BM, Commonwealth Branch MA. DINAH V. SACRO Assistant Vice President 2 BM, Puyat-Bautista Branch ROSALYN R. SALINAS Assistant Vice President 2 BM, Lipa-Big Ben Branch RAYMUNDO A. SARANZA Assistant Vice President 2 BM, Tagbilaran Branch DAISY B. SERNEO Assistant Vice President 2 BM, Baclaran Branch EMILY D. SERRANO Assistant Vice President 2 BM, Caloocan Branch MA. THERESA D. TAMAYO Assistant Vice President 2 BM, F.B. Harrison Branch LEILA O. TERTE Assistant Vice President 2 BM, Lucena - Guinto Branch MA. CHRISTINA V. UNTALAN Business Development Officer Metro Manila 7 Region JAIME C. YU, JR. Assistant Vice President 2 BM, Cauayan Branch EDGAR V. YABES Assistant Vice President 1 BM, Dagupan Branch DOREEN C. YAP Assistant Vice President 1 BM, Clark Field Branch NATALIE R. VILLANUEVA Assistant Vice President 1 BM, Tuguegarao Branch JONATHAN M. MALIGAYA Assistant Vice President 1 BM, Daet Branch 2012 Annual Report / 63 63UCPB / UCPB 2012 Annual Report CORPORATE AND CONSUMER BANKING GROUP HIGINIO O. MACADAEG, JR. Executive Vice President and Head Corporate and Consumer Banking Group SENIOR OFFICERS SENIOR OFFICERS AS OF MARCH 2013 AS OF MARCH 2013 RAUL M. CABATINGAN Assistant Vice President 1 RM, CCBD-VISMIN Area STELLA MA. A. FULGENCIO Assistant Vice President 2 and Head Organizational Development Department DANILO U. CUA Assistant Vice President 2 and Head Programmers Pool Section MA. LUZ H. CANTORIA Assistant Vice President 2 and Head Head Office Audit Department ATTY. CECILIA M. CABATIT Assistant Vice President 2 and Legal Officer Branch, Trust and Operations Department CYNTHIA Q. CAMACHO Assistant Vice President 1 RM, CCBD-Metro Manila 2 TERESITA B. ANGELES Assistant Vice President 1 and Head Compensation and HR Loans Department ELENORA C. CUA Assistant Vice President 2 and Head Engineering Section ANNA RUTH F. MONTEMAYOR Assistant Vice President 2 and Head Loans Audit Services Department ATTY. CESAR G. DAVID Assistant Vice President 2 and Head Remedial and Enforcement Department DINAH P. CENIZA Assistant Vice President 1 RM, CCBD-VISMIN Area FRANCO C. LOYOLA Assistant Vice President 1 and Head Benefits and Policy Review Department CHRISTIAN RON P. GAERLAN Assistant Vice President 2 and Head Technical Services Section NELSON J. MONTEMAYOR Assistant Vice President 1 Audit Officer ATTY. ISMAEL ANDREW P. ISIP Assistant Vice President 2 and Legal Officer Remedial and Enforcement Department VICTOR C. DELA CRUZ, JR. Assistant Vice President 1 RM, CCBD-Luzon Area INFORMATION TECHNOLOGY AND METHODS GROUP Remittance Marketing Division VICTOR RUBEN L. TUASON Vice President and Head Remittance Marketing Division Asset Management and Disposition Division RAYMOND C. ALONZO Assistant Vice President 2 and Head Asset Management and Disposition Division MA. ELISA D. IBANA Assistant Vice President 2 and Head Automation Project Oversight Section MA. CARMELA DELA VEGA Assistant Vice President 1 RM, CCBD-VISMIN Area RAMON B. TAÑAFRANCA Executive Vice President and Head Information Technology and Methods Group AUGUSTO M. JOCSON, JR. Assistant Vice President 2 and Head Planning Services Section RONALDO G. MANGUBAT Assistant Vice President 1 RM-CCBD-VISMIN Area MELVIN P. GUANZON Senior Vice President and Head Information Technology Division JAIME D. LAMBINO Assistant Vice President 2 and Head Branch Delivery / E-Commerce / STO Section MARIA CARLA L. PADUA Assistant Vice President 1 RM-CCBD-Metro Manila 1 ERIBERTO C. CONTRERAS Vice President and Head Data Center Services Department GERONIMO S. MANGUBAT II Assistant Vice President 2 and Head User Support Section Corporate and Commercial Banking Division ANGELITO S. ESTANISLAO Vice President Team Head - Visayas & Mindanao RAMON L. FERNANDEZ, JR. Vice President Team Head - Metro Manila 3 CARINA FRANCESCA C. UY Vice President Team Head - Metro Manila 1 TERESITA F. SOLITARIA Assistant Vice President 1 RM, CCBD-VISMIN Area RAMONA E. CRUZ Vice President and Head Consulting and Development Services Department 2 Consumer Banking Division ANNA CHRISTINA M. VICENTE Vice President Team Head - Metro Manila 2 RICHMOND U. TAN Assistant Vice President 2 Team Head - Luzon Area ALEXANDER M. BORJA Assistant Vice President 2 RM, CCBD-Metro Manila 2 MA. CRISTINA J. CORONA Assistant Vice President 2 RM, CCBD-VISMIN Area MILAGROS A. CRUZ Assistant Vice President 2 RM, CCBD-Metro Manila 1 MA. CARMELA G. FELICIDARIO Assistant Vice President 2 RM, CCBD-Metro Manila 2 MARY JEAN A. GO Assistant Vice President 2 RM, CCBD-Metro Manila 1 ANNA MAY B. NIEVA Assistant Vice President 2 RM, CCBD-Metro Manila 2 YOLANDA L. DE CLARO Vice President and Officer-in-Charge Consumer Banking Division PHILIP S. PABELICO Vice President and Head Vehicle Financing Department KRISTINE MARIE G. CUEVAS Assistant Vice President 2 and Head Personal Loans Department LEONCIO M. ESTACION Assistant Vice President 2 and Head Collection and Asset Recovery Department CHARON B. WAMBANGCO Assistant Vice President 2 and Product Officer Real Estate Loans Department AGNELLUS RAYMUND JAY R. DATOC Assistant Vice President 1 and Head Credit Department CRISANTY JORGE L. DAVID Assistant Vice President 1 and Product Officer Vehicle Financing Department HUMAN RESOURCES GROUP MA. FLOREBETH O. VILLAPAZ Assistant Vice President 2 RM, CCBD-VISMIN Area ROSARIO M. DAYRIT Senior Vice President and Head Human Resources Group CAROLINA O. ZAVALA Assistant Vice President 2 RM, CCBD-Metro Manila 1 CYNTHIA C. DE RIVERA Vice President and Head Customer Quality Management Division 64// UCPB UCPB2012 2012Annual AnnualReport Report 64 GIL V. OBIAS Vice President and Head Information Planning and Management Department MANUEL JOEY A. REGALA Vice President and Head Information Security and Project Oversight Department IRMA C. SURTIDA Vice President and Head Productivity and Methods Department JANETTE L. TEMPONGKO Vice President and Head Consulting and Development Services Department 1 CARIDAD P. ABAD Assistant Vice President 2 and Head Trading Section JESSE EPHRAIM C. ALMONTE Assistant Vice President 2 and Systems Project Officer Consulting and Development Services Department 2 CYNTHIA Y. ASONG Assistant Vice President 2 and Head Core Banking Section JONES J. BALLESTEROS Assistant Vice President 2 and Head Telecoms Section MICHAEL S. RABENA Assistant Vice President 2 and Head Computer Operations Section MA. ELENA I. REFULGENTE Assistant Vice President 2 and Head Automation Support Section WILLIAM P. BRILLANTES Assistant Vice President 1 and Head Network Management Unit WILFREDO H. CALAPATAN Assistant Vice President 1 and Head Quality Control and Training Section JOSE MARTIN D. GERONIMO Assistant Vice President 1 and Head Application Support Section IMELDA T. GONZALES Assistant Vice President 1 and Systems Project Officer Core Banking Section JULIET D. PERIABRAS Assistant Vice President 1 and Systems Project Officer Trading Section ALFREDO R. TORRES Assistant Vice President 1 and Head Shift Operations Unit INTERNAL AUDIT DIVISION MARKETING GROUP NORMAN MARTIN C. REYES Senior Vice President and Head Marketing Group MARIA CARMEN D. AMBROSIO Assistant Vice President 2 and Head Marketing Services Department CHARINA C. DELA CRUZ - BALANQUIT Assistant Vice President 2 and Senior Product Manager MARY ERICA RUTH VIVIANE C. DIAGO Assistant Vice President 2 and Senior Product Manager JOSEPHINE L. CALUAG Assistant Vice President 1 and Product Sales Head OFFICE OF THE CORPORATE SECRETARY ATTY. ILDEFONSO R. JIMENEZ First Vice President and Corporate Secretary ATTY. MARGARITA MARIA A. NACPIL Assistant Vice President 2 and Assistant Corporate Secretary LEGAL SERVICES GROUP ATTY. JOSE A. BARCELON Senior Vice President and Head Legal Services Group ATTY. MARIA ANGELICA L. RAYEL First Vice President and Head Lending, Investment and Marketing Department ATTY. HILDA B. GUZMAN Vice President and Head Branch, Trust and Operations Department ATTY. JONATHAN M. ACOSTA Assistant Vice President 2 and Legal Officer Branch, Trust and Operations Department PINKY S. DEREQUITO First Vice President and Head Internal Audit Division ATTY. CRISPIN V. AMORANTO Assistant Vice President 2 and Legal Officer Branch, Trust and Operations Department LILIA M. DIOKNO Vice President and Head Information Systems Audit Department ATTY. ART BERNARD D. BERNALES Assistant Vice President 2 and Legal Officer Lending, Investment and Marketing Department ATTY. MIGNONETTE C. ALDAY Assistant Vice President 1 and Legal Officer Branch, Trust and Operations Department ATTY. MARIE CHRISTINE E. AVARICIO Assistant Vice President 1 and Legal Officer Lending, Investment and Marketing Department ATTY. JOSIEBETH P. BASA Assistant Vice President 1 and Legal Officer Lending, Investment and Marketing Department ATTY. KABAITAN R. GUINHAWA-VALMONTE Assistant Vice President 1 and Legal Officer Remedial and Enforcement Department ATTY. JASON ROBERT M. PAREDES Assistant Vice President 1 and Legal Officer Remedial and Enforcement Department ATTY. FRANCISCO A. SAAVEDRA Assistant Vice President 1 and Legal Officer Remedial and Enforcement Department OFFICE OF THE PRESIDENT JERONIMO U. KILAYKO Director, President and CEO ANA LENINA P. ESTAVILLO Assistant Vice President 1 Office of the President MARIA TERESA T. PALOMO Assistant Vice President 1 Office of the President OPERATIONS GROUP EVANGELINA P. SAMONTE Executive Vice President and Head Operations Group ARNEL A. VALLES First Vice President and Head International Banking and Treasury Operations Division BENJAMIN P. APAN Vice President and Head Loans Operations Division JOJI S. NORICO Vice President and Head Credit Administration Division 2012 Annual Report / 65 65UCPB / UCPB 2012 Annual Report JUSTINIANO M. BABATE Assistant Vice President 2 and Head Trade Services Department International Banking and Treasury Operations Division MARIO A. GULLE Assistant Vice President 2 and Head Clearing Center SENIOR OFFICERS SENIOR OFFICERS AS OF MARCH 2013 AS OF MARCH 2013 SUPPORT SERVICES GROUP CESAR A. RUBIO Chief Financial Officer, Executive Vice President and Head Support Services Group CYNTHIA A. ALMIREZ Vice President and Controller Controllership Division RAMONITA C. MENDOZA Assistant Vice President 2 and Head Loans Documentation Department Credit Administration Division MARGARITA A. GUADINES Vice President and Head Strategic Planning and Analysis Division ELZEBER O. MURALLOS Assistant Vice President 2 and Head Remittance Services Department International Banking and Treasury Operations Division ALEXANDER L. ANDRES Assistant Vice President 2 and Head Subsidiaries Financial Accounting Department Controllership Division ROMEO L. ALONZO Assistant Vice President 1 and Head Foreign Operations Department International Banking and Treasury Operations Division LINDA S. ORTIZ Assistant Vice President 2 and Head General Services Department Corporate Services Division MANUEL L. CINCO Assistant Vice President 1 and Head CAID-VISMIN CRISOLOGO F. SAGNIP Assistant Vice President 2 and Head Financial Accounting Department Controllership Division MARILOU C. DANNUG Assistant Vice President 1 and Head Loans Documentation Department Credit Administration Division CARLITO I. SANTOS Assistant Vice President 2 Administrative Control Officer Corporate Services Division NIDA C. LIM Assistant Vice President 1 and Head Local Operations Department International Banking and Treasury Operations Division LORENA P. ALCOVER Assistant Vice President 1 and Head Budget and Planning Strategic Planning and Analysis Division REMIGIO T. VARGAS Assistant Vice President 1 and Head Credit Appraisal & Investigation Department Credit Administration Division RISK MANAGEMENT DIVISION MA. PAZ Q. CUEVAS Vice President, Chief Risk Officer and Head Risk Management Division JONATHAN THADDEUS V. JIMENEZ Assistant Vice President 2 and Head Market Risk Department REBECCA M. LIM Assistant Vice President 2 and Head Credit Risk Department TEODORA B. GARCIA Assistant Vice President 1 Trust Risk Officer JOY T. TAN Assistant Vice President 1 and Head Operations Risk Department 66// UCPB UCPB2012 2012Annual AnnualReport Report 66 LEMUEL J. DIMAANO Assistant Vice President 1 and Head Corporate Real Estate Department Corporate Services Division TREASURY BANKING GROUP EULOGIO V. CATABRAN III Executive Vice President and Head Treasury Banking Group HELEN G. OLETA First Vice President and Chief Dealer Trading Department RICHARD Q. LIM Vice President Trading Department ARTURO I. LIPIO, JR. Vice President and Head Sales and Distribution Department ELIZABETH C. TERRADO Vice President and Head Fund Management Department SHEILA S. ANG Assistant Vice President 2 Trading Department MA. ISABEL G. LORENZO Assistant Vice President 1 Portfolio Manager JOSEFINA ANNA D. TRINIDAD Assistant Vice President 2 and Head Human Resource Division SANDRA S. GO Assistant Vice President 2 Trading Department CHRISTINE G. PEÑAFIEL Assistant Vice President 1 Portfolio Manager WILFREDO S. BAUTISTA Assistant Vice President and Head Information Technology Division MENCHIE E. LAGAC Assistant Vice President 2 Sales and Distribution Department MA. CHRISTINE D. PAGKALINAWAN Assistant Vice President 2 Sales and Distribution Department MELIZA B. ZULUETA Assistant Vice President 2 MIS/Business Officer DONNA LYN V. ABES Assistant Vice President 1 Fund Management Department MA. JOSEPHINA S. BAGAMASBAD Assistant Vice President 1 Financial Institutions Desk APRIL HOPE J. BAUTISTA Assistant Vice President 1 Sales and Distribution Department MA. ANGELICA M. OLIVA Assistant Vice President 1 Fund Management Department TRUST BANKING GROUP ALEXANDRA C. DEVERAS Trust Officer, First Vice President and Head Trust Banking Group RAMON ANTONIO C. TORRES First Vice President and Head Managed Portfolios Department STEPHEN S. SEVIDAL Vice President, Chief Investment Officer and Head,Trading and Execution Department MA. CATALINA M. CRUZ Vice President and Head Trust Sales Department UCPB-CIIF FOUNDATION INC. UCPB-CIIF FINANCE AND DEVELOPMENT CORPORATION EDGARDO C. AMISTAD President SUBSIDIARIES UCPB LEASING & FINANCE CORPORATION FRANCO P. MAGALONG President MERCY K. CHUA Assistant Vice President 1 Account Officer VIRGINIA P. FUGOSO Assistant Vice President 1 Account Officer ATTY. ROBERTO M. BUENAVENTURA Assistant Vice President 1 and Head Legal Services Division RICO C. DE GUZMAN Assistant Vice President 1 and Head Credit Administration Division AMADO T. DE LEON, JR. Assistant Vice President 1 and Head Branch Banking – Luzon Region NARISA BERLIN R. DURAN Assistant Vice President 1 and Head Risk Management Division CARLO P. YAMSUAN Assistant Vice President 1 and Head Consumer Lending – Auto Loans Department UCPB SECURITIES INC. VINCENT K. DE LEON President MA. LUISA P. GOPICO Assistant Vice President 1 Compliance Officer MICHAEL ROBERT L. MENDOZA Assistant Vice President 1 Account Officer UCPB SAVINGS BANK (As of MAY 2013) JOSEPH C. JUSTINIANO President TOMAS L. CLOA, Jr. Vice President and Head Branch Banking Division CORAZON R. GUEVARRA Vice President and Head Commercial Lending Division MARIA VICTORIA C. MENDOZA Assistant Vice President 2 and Head Investment Evaluation and Special Trust Department EVANGELINE P. REYES Vice President and Head Controllership Division DELIA E. MERLE Assistant Vice President 2 and Head Trust Operations Division MANUEL C. MADRIDEJOS Assistant Vice President 2 and Head Treasury Division AMALIA Q. BELARMINO Assistant Vice President 1 Relationship Manager ESTER T. SALCEDO Assistant Vice President 2 and Head Bank Compliance Division 2012 Annual Report / 67 67UCPB / UCPB 2012 Annual Report PRODUCTS AND SERVICES • • • • BIR-eFPS Pension Crediting Direct Deposit for US Pensioners U-remit System Account Management • Automatic Transfer Arrangement • Sweep Facility Deposits Peso Accounts • Multi-One • ATM Peso Savings Account • Passbook Peso Savings Account • Regular Checking Account • Kiddie Max Foreign Currency Accounts •US$ Savings Account • Euro • Yen • Pounds Sterling Time Deposits • Peso Time Deposit • US$ Time Deposit Remittance Services U-remit Accounts • U-remit ATM Savings Account • U-remit Passbook Savings Account • U-remit US$ Savings Account • U-remit Peso Checking Account Inward Remittances Through Tie-Ups and Correspondent Banks • Direct Credit to UCPB Accounts • Direct Credit to Local Bank Accounts • Cash Pick Up over UCPB Branches • Cash Pick Up over Mlhuillier Branches • Payout Centers for: - MoneyGram, Coinstar, Uniteller, EzRemit, Cash Express Cash Management Collections • Bills Payment • Point-of-Sale (POS) Collection Service • Megalink Internet Payment Gateway • Auto Collect (Automatic Debit Arrangement) • One-Way Depository Arrangement (OWDA Plus) • Post-Dated Check Warehousing with Online Facility (PDC.Biz) • National Government Collections (Bureau of Treasury) • Night Depository Service • Corporate Collection Service • Deposit Pick-Up / Cash Delivery Service Disbursements • Checkwriter.Biz (Online Check Disbursement Facility) • UCPB eMoney Card • Payroll Facilities • CM Payroll (Payroll Crediting Facility) • Payroll Max (Payroll Software for Salary Preparation and Crediting) 68// UCPB UCPB2012 2012Annual AnnualReport Report 68 Electronic Banking Facilities • UCPB CM.biz • UCPB Connect • UCPB Mobile Phone Banking Service • UCPB Telebanking • UCPB My1Time.Com Special Services • Conduit Clearing Arrangement with Online Facility (CCA.Biz) • Depository and Custodianship Service • Mobile ATM Consumer Loans Auto Loans - Brand New, Second Hand, Refinancing, Fleet Financing Home Loans - Condominiums, Townhouses, Houses and Lots - Refinancing, Construction, MultiPurpose Loans Personal Loans • Your Easy Salary Loan (YES Loans) • Salary Loans (Corporate Arrangements) • UCPB Credit Card Open Account Arrangement • Direct Remittance • Advance Payment Collection of Custom Duties and Taxes (E2M) Export Documentary Credit Advising Export Advance Export Bills Purchase Export Bills for Collection Treasury Peso-Denominated Investments: Government Securities • Treasury Bills • Retail / Treasury Notes • ROP US$ Denominated Debts • BSP$ Denominated Debts Prime Corporate Bonds Repurchase Agreement US Dollar-Denominated Investments: Republic of the Philippines (ROP) Dollar Bonds Prime Corporate Bonds Commercial Papers Trust Personal Trust Services Living Trust Account Individual Agency Accounts (IMA) Administratorship Executorship Guardianship Safekeeping Escrow - Buy and Sell, Capital Gains, POEA Small Business Loans Commercial Credit Non-Trade Short-Term Loan • Omnibus Line • Promissory note-Peso/Foreign Currency • Bridge Financing • Check Discounting • Domestic/Foreign Bills Purchase • Foreign Currency Settlement • Account Receivable Discounting • Committed Credit Line • Short-Term Loan Non-Trade Long-Term Loan • Term Loan-Peso/Foreign Currency • Term Loan/Syndicated-Peso/Foreign Currency • Term Loan-Special Funding (DBP, LBP,SSS) • Term Loan with GuaranteeGFSME,SPGFC,HIGC, LGUGC and PHILEXIM Trade Financing Documentary Credit-Foreign / Domestic Standby Letter of Credit – Foreign / Domestic Trust Receipt Financing Shipside Bond/Bank Guarantee Documents Against Acceptance Documents Against Payment Corporate Trust Services Institutional Agency Account (IMA) Employee Benefit Fund Management Mortgage Trust Indenture Loan Agency Pre Need Fund Management Safekeeping Escrow - Buy and Sell, POEA Unit Investment Trust Funds • United Cash Management Fund • United Conservative Fund • United Balanced Fund • United Equity Fund • United US$ Money Market Fund UCPB LEASING AND FINANCE CORPORATION Lease Financing • Financial Lease • Amortized Commercial Loan • Receivable Financing UCPB SECURITIES, INC. Equities Trading – Philippine Market Lodgement of Securities Upliftment of Securities 2012 Annual Report / 69 69UCPB / UCPB 2012 Annual Report INDEPENDENT AUDITORS’ REPORT The Stockholders and the Board of Directors United Coconut Planters Bank and Subsidiaries Report on the Financial Statements We have audited the accompanying consolidated financial statements of United Coconut Planters Bank (“the Bank” or “the Parent Bank”) and Subsidiaries (collectively referred to as “the Group”) and the separate financial statements of the Parent Bank, which comprise the consolidated and separate statements of financial position as at December 31, 2012, and the consolidated and separate statements of income, consolidated and separate statements of comprehensive income, consolidated and separate statements of changes in equity, and the consolidated and separate statements of cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements of the Group and separate financial statements of the Parent Bank in accordance with Philippine Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit. We conducted our audit in accordance with Philippine Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated and separate financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated and separate financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated and separate financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated and separate financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide the bases for our qualified audit opinion. Bases for Qualified Opinion As described in the Other Matter paragraph, the opinion expressed on the consolidated financial statements of the Group and the separate financial statements of the Parent Bank as at and for the year ended December 31, 2011 was a qualified opinion due to non-compliance of certain items with accounting principles generally accepted in the Philippines for banks (“PGAAP for banks”). As discussed in Note 1 to the financial statements, the Parent Bank embarked on a 10-year Rehabilitation Plan (the “Rehabilitation Plan”) as part of the Financial Assistance Agreement entered into with the Philippine Deposit Insurance Corporation (PDIC) on July 7, 2003. The Rehabilitation Plan and subsequent amendments thereof allow the recording of certain items which, although allowed by the Bangko Sentral ng Pilipinas (BSP), are not in accordance with Philippine Financial Reporting Standards (PFRS). The Rehabilitation Plan was approved by the BSP on January 10, 2005. On May 15, 2008, as endorsed by PDIC, the Monetary Board of the BSP, in its Resolution No. 590, approved the amended Rehabilitation Plan of the Parent Bank which involves the following: (a) issuance of 12.0 billion Capital Notes to PDIC; (b) authority to accept deposits from the National Government, Local Government Units and Government-Owned and Controlled Corporations; (c) staggered booking of unbooked valuation reserves and deferred charges for 10 years starting January 2008; (d) waiver of certain monetary penalties; and (e) continued access to the BSP rediscounting facility. On February 26, 2009, the Monetary Board of the BSP, in its Resolution No. 345, approved to defer the start of the staggered booking of the unbooked valuation reserves and deferred charges to January 1, 2009 and exempt the Parent Bank from sanctions that may be imposed for its noncompliance with the 10.0% capital adequacy ratio and all the capital-based regulatory ratios for the year 2008 until such time that the Parent Bank’s amended Rehabilitation Plan is fully implemented. In relation to (a) above and as discussed in Note 25 to the financial statements, the 12.0 billion Capital Notes issued to PDIC in 2009 should have been presented as a financial liability and not as an equity instrument in the statement of financial position because of its contingent settlement provision. As allowed by the BSP and in keeping with the objectives of the Rehabilitation Plan, the Parent Bank has presented the Capital Notes in the equity section of the statement of financial position. Had the Parent Bank presented the Capital Notes as financial liability, total liabilities would have increased and total equity would have decreased by 12.0 billion as at December 31, 2012. As discussed in Note 9, on various dates in 2011, the Parent Bank sold held-to-maturity (HTM) investments with aggregate carrying amount of 3.2 billion thereby realizing gains of 0.3 billion. As a result of these disposals, the Parent Bank is prohibited under PFRS from classifying any financial asset as HTM investments in 2011 until 2013. The Monetary Board, in its Resolution No. 2141 dated December 20, 2012, approved the request of the Parent Bank to exempt its P28.0 billion investment in government securities classified as HTM investments, which were funded from the P30.0 billion savings deposits maintained by the National Government with the Parent Bank as part of the concessions granted under the amended Rehabilitation Plan, as discussed in (b) above, from the “tainting provision” under Subsection x388.5(b) and Appendix 33 of the Manual of Regulations for Banks and retain classification 70 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 71 INDEPENDENT AUDITORS’ REPORT of such securities under the HTM investments portfolio. As at December 31, 2012, the Parent Bank continues to classify these government securities with aggregate carrying amount of 28.0 billion and fair value of 32.5 billion as HTM investments. Had the Parent Bank reclassified these investments to available-for-sale (AFS) financial assets, net unrealized gain on AFS financial assets of the Group and of the Parent Bank, which is included in the equity section of the statement of financial position, would have increased by 4.5 billion. In relation to (c) above under the amended Rehabilitation Plan as at December 31, 2008, (i) the Parent Bank did not book credit and impairment losses on AFS financial assets, loans and receivables, investment properties, and other assets totaling 13.4 billion, and (ii) deferred the recognition of losses on sale and dacion en pago settlement totaling 15.7 billion. These 29.1 billion unbooked valuation reserves and deferred losses have been booked by the Parent Bank on a staggered basis starting in 2009. The BSP allowed and approved the staggered recognition of the foregoing required provisioning pursuant to the Financial Assistance Agreement between the Parent Bank and PDIC. PFRS require the recognition of impairment and losses on sale and other forms of settlement losses in the period incurred. As discussed in Notes 1, 14 and 15, the Parent Bank recognized 963.0 million of the unbooked valuation reserves and deferred losses in 2012 by a charge to surplus (deficit) for the year and not to the opening balance of surplus (deficit) of the earliest year presented. Unbooked valuation reserves and deferred losses amounted to 27.1 billion as at December 31, 2012. As discussed in Notes 14 and 15 to the financial statements, under PFRS, as at December 31, 2012 and 2011, the Parent Bank’s assets referred to in (i) above were determined to be impaired. The Parent Bank deferred the full recognition of the credit and impairment losses and instead recognized credit and impairment losses in its financial statements in accordance with the BSP approved staggered basis of recognition. PFRS require the recognition of credit and impairment losses during the period when impairment was incurred. The booking of the losses arising from the sale of nonperforming loans (NPLs) and real and other properties acquired (ROPA) referred to in Note 14 and in (ii) of the preceding paragraph as at December 31, 2012 amounting to 15.9 billion, was deferred by the Parent Bank. PFRS require the foregoing losses to be recognized in full in the period such losses were incurred. Had the Parent Bank recognized in full the credit and impairment losses and the losses arising from the foregoing sale of NPLs and ROPA in the years when these were incurred as required by PFRS, total assets and equity would have decreased by 18.7 billion in 2012, and net income would have increased by 1.7 billion in 2012. As discussed in Note 13 to the financial statements, the Parent Bank did not recognize the related accumulated depreciation on certain investment properties referred to in (i) above amounting to 1.4 billion as at December 31, 2012. PFRS require that depreciation expense be recognized on depreciable investment properties. The Parent Bank determined the effect of accumulated depreciation that should have been considered in the determination of the gain or loss on sale or disposal of certain investment properties. Had the Parent Bank recognized the effect of depreciation expense that should have been recognized during the year and the effect of any accumulated depreciation that should have been considered in the determination of the gain or loss on the sale or disposal of its investment properties, net income would have decreased by 43.4 million and increased by 20.3 million, respectively, in 2012. INDEPENDENT AUDITORS’ REPORT auditors, had the matters of qualification been properly accounted for in accordance with PGAAP for banks, the combined effects on the December 31, 2011 financial statements would have decreased assets and increased liabilities by 20.2 billion and 12.0 billion, respectively, as at December 31, 2011, while equity and net income would have decreased by 32.2 billion and 787.5 million, respectively, in 2011. More specifically, the report of the predecessor auditors expressed a qualified opinion due to the effects on the financial statements of the following matters: a. Staggered recognition of unbooked valuation reserves relating to credit and impairment losses on AFS financial assets, loans and receivables, investment properties and other assets; b. Deferral of the full recognition of losses on sale and dacion en pago settlement; c. Non-recognition of the related accumulated depreciation on certain investment properties; d. Presentation of the 12.0 billion Capital Notes issued to PDIC as financial liability instead of equity; and e. Non-reclassification of remaining HTM investments to AFS financial assets as a consequence of the sale of other HTM investments during 2011 resulting to a prohibition under PGAAP for banks from classifying any financial asset as HTM investments in 2011 until 2013. Report on the Supplementary Information Required Under Revenue Regulations (RR) No. 15-2010 and RR No. 192011 of the Bureau of Internal Revenue Our audit was conducted for the purpose of forming an opinion on the basic separate financial statements of the Parent Bank taken as a whole. The supplementary information in Note 33 to the financial statements is presented for purposes of filing with the Bureau of Internal Revenue and is not a required part of the basic separate financial statements of the Parent Bank. Such information is the responsibility of the management of the Parent Bank. The information has been subjected to the auditing procedures applied in our audit of the basic separate financial statements of the Parent Bank. In our opinion, the information is fairly stated in all material respects in relation to the basic separate financial statements of the Parent Bank taken as a whole. May 30, 2013 Makati City, Metro Manila Had the matters discussed in the preceding five paragraphs been accounted for by the Parent Bank in accordance with PFRS, total assets and equity would have decreased by 15.6 billion and 27.6 billion as at December 31, 2012, respectively, and net income would have increased by 1.7 billion in 2012. The Parent Bank did not recognize the losses since it believes that the total unbooked valuation reserves and deferred losses referred to in (c) in the first paragraph under Bases for Qualified Opinion that will be recognized on a staggered basis is sufficient to cover the financial impact of the unbooked adjustments for losses. Qualified Opinion In our opinion, except for the effects of the matters described in the Bases for Qualified Opinion paragraphs, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2012, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Philippine Financial Reporting Standards. Also, in our opinion, except for the effects of the matters described in the Bases for Qualified Opinion paragraphs, the separate financial statements of the Parent Bank present fairly, in all material respects, the unconsolidated financial position of the Parent Bank as at December 31, 2012, and its unconsolidated financial performance and its unconsolidated cash flows for the year then ended in accordance with Philippine Financial Reporting Standards. Emphasis of Matters Without further qualifying our opinion, we draw attention to Notes 12, 25 and 29 to the financial statements, which discuss the decision rendered by the Supreme Court in two cases involving: (a) the ownership of certain sequestered shares in United Coconut Planters Bank by the PCGG; and (b) the ownership over the Coconut Industry Investment Fund (CIIF) Companies, the Fourteen CIIF Holding Companies and the shares of stock in San Miguel Corporation (SMC) held by the Fourteen CIIF Holding Companies, together with all dividends declared, paid and issued thereon as well as any increments thereto arising from, but not limited to, exercise of preemptive rights. The Supreme Court declared that these are owned by the Government and to be used only for the benefit of all coconut farmers and for the development of the coconut industry, and ordered reconveyed to the Government. As at December 31, 2012, the total dividends on the SMC shares prior to redemption and related interest earned thereon amounting to 13.7 billion are deposited with United Coconut Planters Bank in the name of the Republic of the Philippines represented by PCGG in trust for the Fourteen CIIF Holding Companies. The impact of the Supreme Court Ruling on the financial statements cannot be determined at this time. Other Matter The accompanying consolidated financial statements of the Group and the separate financial statements of the Parent Bank as at and for the year ended December 31, 2011 prepared in accordance with PGAAP for banks were audited by other auditors whose report thereon dated March 29, 2012, expressed a qualified opinion on those financial statements. Based on the report of the predecessor 72 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 73 UNITED COCONUT PLANTERS BANK AND SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION DECEMBER 31, 2012 UNITED COCONUT PLANTERS BANK AND SUBSIDIARIES STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2012 (With Comparative Figures for 2011) (Amounts in Thousands) (With Comparative Figures for 2011) (Amounts in Thousands) Consolidated Note ASSETS Cash and Other Cash Items Due from Bangko Sentral ng Pilipinas Due from Other Banks Interbank Loans Receivable and Securities Purchased Under Resale Agreements Financial Assets at Fair Value Through Profit or Loss Available-for-Sale Financial Assets Held-to-Maturity Investments Loans and Receivables Property and Equipment Investments in Subsidiaries, Associates and Joint Venture Investment Properties Deferred Tax Assets Intangible and Other Assets LIABILITIES AND EQUITY LIABILITIES Deposit Liabilities Demand Savings Time Long term negotiable certificates of deposits Bills Payable and Securities Sold Under Repurchase Agreements Accrued Taxes, Interest and Other Expenses Income Tax Payable Deferred Tax Liabilities Other Liabilities 2011 Parent Bank 2012 5,978,605 28,254,415 2,208,451 4,757,246 32,579,118 1,898,901 5,834,451 27,679,351 2,083,221 4,607,502 32,305,984 1,851,226 8 9 6, 9,15 6, 9 10,15,28 11 226,775 827,886 23,255,121 28,159,197 89,541,213 2,337,687 1,225,579 1,931,324 19,734,335 28,216,682 70,517,710 2,342,591 226,775 822,597 22,996,793 28,016,774 80,766,191 2,138,179 1,098,579 1,923,896 19,518,546 28,073,365 63,890,062 2,232,671 12,15 13,15 24 14,15 8,502,183 5,989,291 85,840 23,212,128 218,578,792 7,482,576 6,778,291 54,201 22,952,884 200,471,438 4,088,540 5,719,705 — 20,015,966 200,388,543 3,919,787 6,494,918 — 19,746,619 185,663,155 17,848,937 98,313,724 47,160,888 9,443,866 172,767,415 13,007,774 98,722,144 45,284,080 7,593,890 164,607,888 17,619,081 95,927,015 44,626,234 9,443,866 167,616,196 12,929,685 96,478,317 43,528,507 7,593,890 160,530,399 14,917,502 705,335 36,986 78,674 9,375,071 197,880,983 8,757,569 574,203 46,622 66,121 8,797,583 182,849,986 13,867,994 632,690 4,358 31,318 8,531,580 190,684,136 8,431,403 616,476 — 30,492 8,229,068 177,837,838 1,484,843 12,000,000 149,664 6,357,329 645,801 1,484,843 12,000,000 896,483 2,661,295 523,533 1,484,843 12,000,000 149,664 (4,515,912) 587,580 1,484,843 12,000,000 896,483 (7,048,288) 492,935 920 (1,768) 303 20,637,092 60,717 20,697,809 218,578,792 426 (656) 2,644 17,568,568 52,884 17,621,452 200,471,438 — (1,768) — 9,704,407 — 9,704,407 200,388,543 — (656) — 7,825,317 — 7,825,317 185,663,155 16,28 17 18 24 24 19 Consolidated 2011 16 7,16 EQUITY Equity Attributable to Equity Holders of the Parent Bank Common stock 25 Capital notes 25 Surplus reserves 26 Surplus (deficit) 15,25 Net unrealized gains on available-for-sale financial assets 9 Equity in net unrealized gains on available-for-sale financial assets of associates 12 Translation adjustment Equity in translation adjustment of associates 12 Non-controlling Interest 2012 Parent Bank Note 2012 2011 2012 2011 10,28 9 7 6,526,049 3,448,824 136,269 5,781,544 3,421,058 254,340 5,497,776 3,413,918 131,994 4,837,163 3,394,140 248,797 8 11,042 10,122,184 9,545 9,466,487 3,214 9,046,902 3,240 8,483,340 16,28 17 NET INTEREST INCOME Trading and securities gains - net 9,28 Service charges, fees and commissions Income from trust operations Gains on sale of nonfinancial assets Foreign exchange gains (losses) - net 9 Miscellaneous 22 TOTAL OPERATING INCOME Compensation and fringe benefits 27,28 Taxes and licenses Provision for credit and impairment losses 15 Occupancy 21 Depreciation and amortization 11,13 Security, clerical and messengerial Insurance Litigation and assets acquired Miscellaneous 23 TOTAL OPERATING EXPENSES INCOME BEFORE SHARE IN NET INCOME OF ASSOCIATES SHARE IN NET INCOME OF ASSOCIATES 12 INCOME BEFORE INCOME TAX PROVISION FOR INCOME TAX 24 2,736,100 532,192 3,268,292 6,853,892 1,816,120 702,990 132,582 94,374 17,682 190,288 9,807,928 1,744,327 765,580 632,195 555,724 524,752 402,332 396,073 56,097 930,375 6,007,455 3,800,473 1,021,454 4,821,927 901,910 2,480,759 379,910 2,860,669 6,605,818 899,206 720,529 123,264 131,579 (32,733) 521,370 8,969,033 1,663,335 701,724 471,972 559,942 530,247 372,694 364,331 88,290 824,253 5,576,788 3,392,245 527,068 3,919,313 859,653 2,634,790 503,488 3,138,278 5,908,624 1,792,005 531,543 132,540 65,836 17,690 204,297 8,652,535 1,531,853 662,308 358,280 512,976 475,397 377,601 378,172 44,811 823,582 5,164,980 3,487,555 — 3,487,555 738,998 2,399,204 330,265 2,729,469 5,753,871 890,045 557,567 123,417 102,636 (32,733) 476,147 7,870,950 1,482,617 617,778 450,282 523,570 481,663 354,502 348,592 77,999 713,709 5,050,712 2,820,238 — 2,820,238 713,718 NET INCOME 3,920,017 3,059,660 2,748,557 2,106,520 3,912,215 7,802 3,920,017 3,052,271 7,389 3,059,660 INTEREST INCOME Loans and other receivables Trading and investment securities Due from BSP and other banks Interbank loans receivable and securities purchased under resale agreements INTEREST AND FINANCE CHARGES Deposit liabilities Bills payable Attributable to: Equity holders of the Parent Bank Non-controlling interest See Notes to the Financial Statements. See Notes to the Financial Statements. 74 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 75 UNITED COCONUT PLANTERS BANK AND SUBSIDIARIES STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2012 UNITED COCONUT PLANTERS BANK AND SUBSIDIARIES STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2012 (With Comparative Figures for 2011) (Amounts in Thousands) (With Comparative Figures for 2011) (Amounts in Thousands) Consolidated Note NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) - net of tax Net unrealized gains on available-for-sale financial assets Equity in net unrealized gains on available-for-sale financial assets of associates Translation adjustment Equity in translation adjustment of associates TOTAL COMPREHENSIVE INCOME Total comprehensive income attributable to: Equity holders of the Parent Bank Non-controlling interest See Notes to the Financial Statements. 9 12 12 Parent Bank 2012 2011 2012 2011 3,920,017 3,059,660 2,748,557 2,106,520 122,268 383,650 94,645 377,167 494 (1,112) (2,341) 119,309 4,039,326 258 64,783 1 448,692 3,508,352 — (1,112) — 93,533 2,842,090 — 64,783 — 441,950 2,548,470 4,031,493 7,833 4,039,326 3,500,950 7,402 3,508,352 Consolidated Equity Attributable to Equity Holders of the Parent Bank Note Balance at January 1, 2012 Amortization of unbooked valuation reserves and losses Transfer of reserves Net income for the year Other comprehensive income (loss) Balance at December 31, 2012 Balance at January 1, 2011 Amortization of unbooked valuation reserves and losses Net income for the year Other comprehensive income (loss) Balance at December 31, 2011 1,15 1,15 Equity in Net Unrealized Gains on Availablefor-Sale Investments of Associates (Note 12) 426 Common Stock (Note 25) 1,484,843 Capital Notes (Note 25) 12,000,000 Surplus Reserves (Note 26) 896,483 Surplus (Notes 15 and 25) 2,661,295 Net Unrealized Gains on Availablefor-Sale Financial Assets (Note 9) 523,533 — — — — 1,484,843 — — — — 12,000,000 — (746,819) — — 149,664 (963,000) 746,819 3,912,215 — 6,357,329 — — — 122,237 645,770 — — — 494 920 — — — (1,112) ( 1,768) — — — (2,341) 303 (963,000) — 3,912,215 119,278 20,637,061 7,802 31 60,717 (963,000) — 3,920,017 119,309 20,697,778 1,484,843 12,000,000 896,483 191,024 139,896 168 ( 65,439) 2,643 14,649,618 45,482 14,695,100 — — — 1,484,843 — — — 12,000,000 — — — 896,483 (582,000) 3,052,271 — 2,661,295 — — 383,637 523,533 — — 258 426 — — 64,783 ( 656) — — 1 2,644 (582,000) 3,052,271 448,679 17,568,568 — 7,389 13 52,884 (582,000) 3,059,660 448,692 17,621,452 Translation Adjustment ( 656) Total 7,825,317 Translation Adjustment ( 656) Equity in Translation Adjustments of Associates (Note 12) 2,644 Total 17,568,568 Parent Bank Note Balance at January 1, 2012 Amortization of unbooked valuation reserves and losses Transfer of reserves Net income for the year Other comprehensive income (loss) Balance at December 31, 2012 Balance at January 1, 2011, Amortization of unbooked valuation reserves and losses Total comprehensive income (loss) Balance at December 31, 2011 15 26 15 Common Stock (Note 25) 1,484,843 Capital Notes (Note 25) 12,000,000 Surplus Reserves (Note 26) 896,483 Deficit (Notes 15 and 25) ( 7,048,288) Net Unrealized Gain (Loss) on Availablefor-Sale Investments (Note 9) 492,935 — — — — 1,484,843 — — — — 12,000,000 — (746,819) — — 149,664 (963,000) 746,819 2,748,557 — ( 4,515,912) — — — 94,645 587,580 — — — (1,112) ( 1,768) (963,000) — 2,748,557 93,533 9,704,407 1,484,843 12,000,000 896,483 ( 8,572,808) ( 115,768) ( 65,439) 5,858,847 — — 1,484,843 — — 12,000,000 — — 896,483 (582,000) 2,106,520 ( 7,048,288) See Notes to the Financial Statements. 76 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 77 — 377,167 492,935 — 64,783 ( 656) (582,000) 2,548,470 7,825,317 Non-controlling Interest 52,884 — Total Equity 17,621,452 UNITED COCONUT PLANTERS BANK AND SUBSIDIARIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2012 UNITED COCONUT PLANTERS BANK AND SUBSIDIARIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2012 (With Comparative Figures for 2011) (Amounts in Thousands) (With Comparative Figures for 2011) (Amounts in Thousands) Note CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Provision for credit and impairment losses Depreciation and amortization Gain on sale of nonfinancial assets Loss on foreclosure of collaterals Mark-to-market gains on financial assets at fair value through profit or loss Trading gains on available-for-sale financial assets Trading gains on held-to-maturity investments Share in net income of associates Amortization of discounts on held-to-maturity investments Amortization of discounts on Long Term Negotiable Certificates of Deposits Changes in operating assets and liabilities: Decrease (increase) in the amounts of: Financial assets at fair value through profit or loss Loans and receivables Other assets Increase (decrease) in the amounts of: Deposit liabilities Accrued taxes, interest and other expenses Other liabilities Cash generated from (absorbed by) operating activities Income taxes paid Net cash (used in) provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of: Available-for-sale financial assets Held-to-maturity investments Property and equipment Software costs Proceeds from sale of: Available-for-sale financial assets Held-to-maturity investments Property and equipment Investments properties Proceeds from maturity of held-to-maturity investments Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Settlements of bills payable Availments of bills payable Issuance of Long Term Negotiable Certificates of Deposits Net cash provided by financing activities TRANSLATION ADJUSTMENT NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 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 and securities purchased under resale agreements Consolidated 2012 2011 Parent Bank 2012 2011 Note 4,821,927 15 13 9 9 9 12 16 11 14 3,919,313 3,487,555 632,195 524,752 (94,374) — 471,972 530,247 (131,579) 2,122 358,280 475,397 (65,836) — 450,282 481,663 (102,636) 2,122 (5,714) (1,442,513) — (1,021,454) 57,485 (279,153) (212,072) (335,213) (527,068) — (5,682) (1,431,736) — — 56,591 (271,310) (210,754) (335,213) — — 18,835 7,16 8 18,835 10,663 1,109,152 (19,648,229) (712,014) 164,569 (9,466,649) 992,444 1,106,981 (17,226,940) (850,662) 103,991 (8,509,732) 915,976 6,309,550 131,131 577,488 (8,741,783) (930,632) (9,672,415) 7,644,694 (642,790) 2,095,223 4,236,723 (864,034) 3,372,689 5,235,821 16,214 302,512 (8,522,670) (733,814) (9,256,484) 7,487,902 (560,437) 2,037,577 4,320,332 (740,303) 3,580,027 ( 82,247,239) — (491,804) (39,354) ( 27,399,382) (113,924) (978,568) (58,313) 80,440,055 — 131,923 98,614 — (2,107,805) 16 10,663 2,820,238 (123,759,432) 129,919,365 1,831,142 7,991,075 (3,453) (3,792,598) 23,004,057 3,925,684 37,211 884,773 1,882,000 1,183,538 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 and securities purchased under resale agreements OPERATING CASH FLOWS FROM INTEREST Interest received Interest paid 7,16 8 Consolidated 2012 2011 Parent Bank 2012 2011 5,978,605 28,254,415 2,208,451 4,757,246 32,579,118 1,898,901 5,834,451 27,679,351 2,083,221 4,607,502 32,305,984 1,851,226 226,775 36,668,246 1,225,579 40,460,844 226,775 35,823,798 1,098,579 39,863,291 3,141,779 10,114,197 3,555,428 9,456,463 3,126,369 9,042,626 3,326,075 8,841,022 See Notes to the Financial Statements. ( 81,183,526) ( 26,664,172) — (113,294) (363,404) (927,440) (36,458) (55,329) 79,379,985 — 125,090 28,682 — (2,049,631) (2,521,452) (121,552,059) 4,052,926 126,988,651 3,116,462 1,831,142 4,647,936 7,267,734 64,783 (1,112) 9,268,946 (4,039,493) 22,325,468 3,925,684 34,119 819,739 1,882,000 1,226,145 (577,439) 2,008,900 3,116,462 4,547,923 64,783 9,418,880 4,757,246 32,579,118 1,898,901 5,080,842 22,601,760 2,154,600 4,607,502 32,305,984 1,851,226 4,934,052 22,480,433 1,959,230 1,225,579 40,460,844 1,354,696 31,191,898 1,098,579 39,863,291 1,070,696 30,444,411 Forward 78 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 79 UNITED COCONUT PLANTERS BANK AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (With Comparative Figures for 2011) (Amounts in Thousands Except Number of Shares and Unless Otherwise Stated) 1. Corporate Information United Coconut Planters Bank (“the Bank”, “UCPB” or the “Parent Bank”) is a universal bank incorporated in the Philippines on May 10, 1963. The Parent Bank and its subsidiaries (the Group) are engaged in all aspects of financial services such as banking, financing, leasing, real estate and stock brokering. As a bank, the Parent Bank is organized to provide expanded commercial banking services such as deposit products, loans and trade finance, domestic and foreign fund transfers, treasury, foreign exchange, investment banking and trust services. In addition, the Bank is allowed by the Bangko Sentral ng Pilipinas (BSP) to engage in generally-authorized plain vanilla derivatives. The Parent Bank was authorized to engage in trust operations in June 1963 and in foreign currency deposit operations in October 1977. At the end of 2012, the Parent Bank has 188 branches and 277 automated teller machines, located nationwide. The Parent Bank’s registered address and main office is at UCPB Building, Makati Avenue, Makati City. As a banking institution, the Bank’s operations are regulated and supervised by the BSP. In this regard, the Bank is required to comply with the rules and regulations of the BSP such as those relating to maintenance of reserve requirements on deposit liabilities and deposit substitutes and those relating to the adoption and use of safe and sound banking practices as promulgated by the BSP. The Bank is subject to the provisions of the General Banking Law of 2000 (Republic Act No. 8791). The Bank’s corporate life was supposed to expire on May 10, 2013. On June 30, 2011, the Board of Directors (BOD) approved the extension of the Bank’s corporate term for another 50 years or up to May 10, 2063. On January 26, 2012, the BOD approved the calling of a Stockholders’ Meeting of the Bank to approve the extension of the corporate life. On May 2, 2012, a resolution was unanimously approved and adopted at a special meeting of stockholders, extending the life of the Bank for another 50 years from and after May 10, 2013, and for this purpose, amending the Bank’s Articles of Incorporation. On August 14, 2012, the Philippine Securities and Exchange Commission (SEC) approved the renewal of the Bank’s corporate life for another 50 years up to 2063. Rehabilitation Plan On July 7, 2003, the Bank entered into a Financial Assistance Agreement (the “Agreement” or FAA) with the Philippine Deposit Insurance Corporation (PDIC). The financial assistance from PDIC amounting to 20.0 billion has three components: a. b. c. 8.0 billion direct purchase of nonperforming loans; 7.0 billion in Tier 2 capital with a cost to the Bank of 5.0% due in 2013; and 5.0 billion purchase of nonperforming loans with buyback by 2013. On February 26, 2004, PDIC endorsed to the BSP for approval the Bank’s 10-year Business/Rehabilitation Plan (the “Rehabilitation Plan”). Part of the Rehabilitation Plan is the Bank’s business strategy that has the following elements: (1) separation of the “bad bank” from the “good bank”; (2) right-sizing and streamlining of operations to reduce costs; and (3) capital-raising which aims to withstand the limitation brought about by the unresolved ownership issues (see Note 25). The BSP approved the Rehabilitation Plan on January 10, 2005, including the following concessions: (a) temporary relief by reducing the risk-weighted capital ratio to 8.0% for a period of three years up to 2007 or until such time that the Bank is able to comply with the required 10.0% capital adequacy ratio (CAR), whichever comes earlier; and (b) staggered booking of required valuation reserves for 10 years. Amendments to the Rehabilitation Plan and Conversion of PDIC financial assistance to Interim Tier 1 Capital Notes The Monetary Board (MB), in its Resolution No. 590 dated May 15, 2008, decided to: 1. Approve the amended 10-Year Rehabilitation/Business Plan (2008-2017) of the Bank and grant to the Bank (the Issuer) the authority to issue P12.0 billion Interim Tier 1 Capital Notes (the “Capital Notes” or “Notes”) to PDIC which will qualify as Interim Tier 1 capital (see Note 25), provided that: a. The Capital Notes to be issued meet the minimum features under Circular No. 595 dated January 11, 2008; and b. UCPB’s Articles of Incorporation shall be amended to: i. increase its authorized capital of 3.25 billion to an amount that will cover the amount of the Capital Notes; and ii. remove the ownership limitation in the Bank, which is 1.0% of the issued and outstanding preferred and common shares, for a stockholder who is not a stockholder as at December 31, 1979. 2. Grant to UCPB the following concessions: a. Authority to accept deposits from the National Government (NG), Local Government Units (LGUs) and Government-Owned and Controlled Corporations (GOCCs), with the ceiling of P5.9 billion increased by the amount that the NG will deposit with the Bank; b. Consider the government securities (GS) purchased out of the 30.0 billion deposit of the NG as alternative/eligible compliance with the liquidity reserves and liquidity floor requirement; c. Stagger the booking of the unbooked valuation reserves and deferred charges aggregating to 27.9 billion consistent with the Bank’s approved 10-Year Business/Rehabilitation Plan, provided that subsequent valuation reserves to be required in excess of the 27.9 billion shall be immediately booked and no dividend shall be declared while the concession is in effect; d. Waiver of certain monetary penalties; and e. Continued access to the BSP Rediscounting Facility, subject to a rediscount ceiling of 1.5 billion. The aforementioned MB approval was further clarified under MB Resolution No. 687 issued on June 17, 2008, which states that “UCPB’s Articles of Incorporation shall be amended prior to the conversion of the Capital Notes to capital stock”. 1 On May 15, 2008, the PDIC Board, in its Resolution No. 2008-05-073, approved the conversion of PDIC’s 12.0 billion Financial Assistance into Capital Notes eligible as Interim Tier 1 capital. On July 25, 2008, the Republic of the Philippines (ROP), PDIC, Presidential Commission on Good Government (PCGG) and the Bank executed a Memorandum of Agreement (MOA), for the strengthening of the Bank’s capital through the issuance of Capital Notes consistent with BSP rules and regulations, and subscription thereof by PDIC via the conversion of PDIC’s outstanding 2003 Financial Assistance of 12.0 billion. In addition, the MOA provides for the maintenance by the ROP of at least 25.0 billion but not to exceed 30.0 billion of deposits in the Bank. The government deposits shall be used to (i) establish and maintain a pool of government securities and (ii) open, as part of UCPB’s compliance with the statutory reserves on the government deposits, a demand deposit account (DDA) with the BSP. The aggregate of items (i) and (ii) shall at all times be in the same amount as the government deposits. On March 31, 2009, the 2003 FAA and the Subscription Agreement were amended and signed, respectively, by the PDIC, UCPB and PCGG (only for Amended 2003 FAA). On the same date, the Bank issued the Capital Notes, which has no maturity date and has the following features: 1. Dividend/Coupon Rate - Dividend/Coupon rates as follows: • • • • • 2.0% from April 1, 2009 to March 31, 2011; 4.0% from April 1, 2011 to March 31, 2013; 8.0% from April 1, 2013 to March 31, 2015; 12.0% from April 1, 2015 to March 31, 2017; and 14.0% from April 1, 2017 onwards. The Issuer shall have full and absolute discretion (i) whether or not to declare and pay coupons on the Notes, and (ii) over the amount and timing of coupon payments, in the event that, in the exercise of its discretion, the Issuer decides to declare and pay coupons. The Issuer shall, every time it declares and pays dividends on its common shares, likewise pay coupons on the Notes. Coupons on the Notes may be declared and paid only (i) to the extent that the Issuer has sufficient profits and/or retained earnings distributable; and (ii) if, after such declaration and payment, the Issuer shall be able to meet the capital adequacy and liquidity thresholds, determined in accordance with BSP regulations prevailing at the time of declaration and payment of coupons. Coupons on the Notes shall be non-cumulative. Moreover, the Issuer shall have full control and access to any waived coupon payments. The Notes have no step-up provisions in the coupon rate in conjunction with the redemption option. 2. Repayment/Redemption of the Capital Notes - Redemption of the Notes shall be subject to prior written BSP approval. The Capital Notes may be redeemed, in whole or in part, at the sole option of the Issuer, anytime after five (5) years from the date of issuance of the Notes. However, the option granted to the Issuer may be exercised within five (5) years from the date of issuance of the Notes upon the infusion of sufficient capital which is neither smaller in size nor lower in quality than the Notes, unless the Issuer’s capital adequacy ratio remains more than adequate after redemption of the Notes. In the event of insolvency of the Issuer, the Holder shall be, immediately and without need for demand, entitled to repayment of the Notes. 3. Assignability - The Holder may assign or transfer the Capital Notes to any person or entity provided prior written notice of such assignment or transfer is given to the Issuer. 4. Conversion Right - At any time, the Holder of the Notes shall have the right to convert the Notes, in whole or in part, to Special Preferred Shares of the Issuer which, in turn, shall be convertible into Common Shares. The Issuer shall ensure that its Articles of Incorporation and By-laws shall be amended to accommodate all the rights of the Holder under the Notes. The conversion right provided herein shall be superior to the redemption option of the Issuer. Accordingly, in the event the Issuer serves notice to the Holder of the exercise of a redemption option, the Holder shall have 45 days to notify the Issuer and the BSP in writing that instead of being repaid pursuant to the redemption, the Holder shall instead convert the Notes to Special Preferred Shares. 5. Conversion Price - The Notes shall be convertible to Special Preferred Shares or Common Shares with an aggregate par value of 12.0 billion at the time of conversion. 6. Failure to Comply with Obligations - In case the Issuer fails to perform any of its material obligations under the Notes, including the conversion of the Notes into Special Preferred Shares or Common Shares, then the Notes shall become due and demandable, and the Holder shall have the following rights: a) Collect the principal of the Notes in the amount of 12.0 billion and interest at the rate of 14.0%; and b) Institute such proceedings to enforce any of the obligations of the Issuer if the Issuer continues to fail to perform its material obligation within 30 days from written notice of the Holder. The Subscription Agreement includes Insolvency of the Issuer clause with the following consequences: a) If the Issuer becomes insolvent, PDIC shall, within fifteen (15) days after it acquires knowledge of the occurrence of the Issuer’s insolvency, give the Issuer a written notice declaring all the Notes then outstanding, including all accrued coupon thereon, to be due and payable immediately, and upon any such declaration the same shall be immediately due and payable, subject only to subordination. b) Paragraph (a) is further subject to the condition that PDIC may rescind and annul such declaration and its consequences, upon such terms, conditions, and agreements, if any, as it may determine, but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right of PDIC consequent thereto. Non-performing assets wherein the required valuation reserves were approved by the BSP for staggered booking are considered “bad bank” assets. 80 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 81 Subordination mentioned under paragraph (a) means that the Notes are not deposits of the Issuer and are not guaranteed or insured by the Issuer or any party related to the Issuer or covered by any other arrangement that legally or economically enhances the priority of the claim of the Holder as against the depositors, other creditors and holders of Lower Tier 2 and Upper Tier 2 capital instruments, if any, of the Issuer. In order to accommodate the conversion of the Capital Notes to Special Preferred Shares or Common Shares, should the Holder of the Capital Notes decide to convert, the proposed amendment to the Bank’s Articles of Incorporation was approved at the regular BOD meeting on April 28, 2009 with the written assent of at least 2/3 of the Bank’s stockholders. The proposed amendments include: a) Reclassifying (i) 1,002,829,769 unissued common shares of the Bank and (ii) 750,000,000 unissued preferred shares of the Bank, all with a par value of 1.00 per share, into 1,752,829,769 Special Preferred Shares; b) Denying pre-emptive right over the issuance of special preferred and common shares for the conversion of special preferred shares and the Capital Notes; and c) Deletion of ownership limitation in the Bank, which is 1.0% of the issued and outstanding preferred and common shares, for a stockholder who is not a stockholder as at December 31, 1979. In March 2011, the Bank filed with the SEC the application for the amended Articles of Incorporation to address these proposed amendments. The SEC approved the said amendments on May 10, 2011 (see Note 25). Staggered Booking of Required Valuation Reserves and Deferred Charges On February 26, 2009, the MB, in its Resolution No. 345, decided to: 1. Approve the year 2009 as the start of the 10-year rehabilitation period (2009-2018) of the Bank instead of 2008 as contained in the Bank’s Rehabilitation Plan approved by the MB under Resolution No. 590 dated May 15, 2008; 2. Exempt the Bank from sanctions that may be imposed for its non-compliance with the 10.0% CAR and all the capital-based regulatory ratios for the year 2008 until such time that the Bank’s Rehabilitation Plan is fully implemented; and 3. Approve the following requests of the Bank: a. Reversal of all previous staggered bookings of unbooked valuation reserves and amortization of deferred losses, based on the Special Purpose Vehicle (SPV) formula that the Bank has been providing starting 2007 in accordance with the original rehabilitation program approved by the BSP on January 10, 2005 (the Bank’s Surplus as at January 1, 2008 was restated for the effect of the amortization of valuation reserves); b. Deferment of any staggered booking or amortization of unbooked valuation reserves and deferred losses until the Bank’s recapitalization is completely in place starting January 2009 and to accordingly revise the schedule of the staggered booking of unbooked valuation reserves and amortization of deferred losses following the concept of affordability per the latest approved business plan by the BSP; and c. Temporary relief from full compliance with the required 10.0% CAR as provided under Section 34 of Republic Act No. 8791 (the General Banking Law of 2000) by reducing the Bank’s CAR to 8.0% for a period of three years up to 2011 or until such time that the Bank is able to comply with the required 10.0% CAR, whichever comes first. As at December 31, 2008, the unbooked valuation reserves that the Parent Bank will recognize on a staggered basis starting January 2009, as allowed by the BSP, amounted to 29.1 billion. This consists of the (a) 27.9 billion unbooked valuation reserves and deferred charges allowed to be staggered in the MB Resolution No. 590 dated May 15, 2008, and (b) 1.2 billion additional unbooked valuation reserves that will be recognized on a staggered basis arising from the reversal of previously amortized valuation reserves due to the resetting of the start of amortization of the unbooked valuation reserves and deferred charges as allowed under MB Resolution No. 345 dated February 26, 2009. The unbooked valuation reserves and deferred charges were determined based on the criteria set by the BSP which differs from Philippine Financial Reporting Standards (PFRS) in certain respects. On May 20, 2010, the MB, in its Resolution No. 697 confirmed the implementation of the Bank’s approved amortization of unbooked valuation reserves and deferred losses as follows: 1. Any excess valuation reserves resulting from assets pertaining to the “bad bank” shall be allowed for re-allocation to another asset requiring additional valuation reserves as long as these assets are part of the “bad bank” assets and within the 29.1 billion approved for staggered booking; and 2. Any actual losses from the sale of real and other properties acquired from the “bad bank” assets shall be booked as deferred losses provided the total losses to be deferred shall not exceed the unbooked valuation reserves for that property and subject to the condition that the Bank shall submit quarterly monitoring reports for the status of the “bad bank” assets and allocation of valuation reserves for each asset pool. As discussed in Notes 14 and 15, as at December 31, 2008, the 29.1 billion unbooked valuation reserves and deferred charges allowed by BSP to be deferred consist of 13.4 billion credit and impairment losses on available-for-sale (AFS) financial assets, loans and receivables, investment properties and other assets, and 15.7 billion losses on sale and dacion en pago settlement. As at December 31, 2012 and 2011, the balance of unbooked valuation reserves and deferred charges amounted to 27.1 billion and 28.0 billion, respectively, net of the 963.0 million and 582.0 million amortization recognized in 2012 and 2011, respectively, which were charged directly to deficit (see Note 15). 2. Basis of Preparation Statement of Compliance The accompanying financial statements have been prepared in accordance with PFRS. PFRS are based on International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). PFRS consist of PFRS, Philippine Accounting Standards (PAS), and Philippine Interpretations issued by the Financial Reporting Standards Council (FRSC). However, the Bank accounted for certain transactions in accordance with the following concessions approved by the BSP: • staggered booking of required credit and impairment losses on AFS financial assets, loans and receivables, investment properties and other assets, and losses on sale and dacion en pago settlement, which were allowed separately by the BSP (see Note 1); • non-recognition of depreciation on certain investment properties (see Note 13); • presentation of Interim Tier 1 Capital Notes as an equity instrument instead of as a financial liability in the statement of financial position (see Note 25); and • non-reclassification of held-to-maturity (HTM) investments with aggregate amortized cost of 28.2 billion and fair value of 32.7 billion for the Group and 28.0 billion and 32.5 billion for the Parent Bank as at December 31, 2012 to AFS financial assets despite breaching the tainting rule of PAS 39, Financial Instruments: Recognition and Measurement in 2011(see Note 9). The financial statements of the Group and of the Parent Bank were authorized for issue by the BOD on May 30, 2013. Basis of Measurement The accompanying financial statements have been prepared on the historical cost basis except for financial assets and financial liabilities at fair value through profit or loss (FVPL) and AFS financial assets, which are measured at fair value. Functional and Presentation Currency The financial statements of the Parent Bank reflect the accounts maintained in the Regular Banking Unit (RBU) and Foreign Currency Deposit Unit (FCDU). The financial statements individually prepared for these units are combined after eliminating inter-unit accounts. The functional currency of the RBU and FCDU is the Philippine peso and United States dollar (USD), respectively. For financial reporting purposes, FCDU accounts and foreign currency-denominated accounts in the RBU are translated into their equivalents in Philippine peso (see accounting policy on Foreign Currency Translation). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of all the subsidiaries is the Philippine peso. The consolidated financial statements and separate financial statements of the Parent Bank are presented in Philippine peso, and all values are rounded off to the nearest thousand ( 000) except as otherwise indicated. Basis for Consolidation The consolidated financial statements of the Group are prepared for the same reporting period as the Parent Bank, using consistent accounting policies. The following are the wholly and majority-owned subsidiaries of the Parent Bank as at December 31, 2012 and 2011: Subsidiary Financial Markets: UCPB Leasing and Finance Corporation (ULFC) UCPB Securities, Inc. (USI) UCPB Savings Bank, Inc. (USB) Real Estate: Balmoral Resources Corporation (BRC) Green Homes Development Corporation (GHDC) UPI - Macaria Homes Corporation (UPI-MHC) Effective Percentage of Ownership Country of Incorporation Functional Currency 100.00 100.00 97.37 Philippines Philippines Philippines Philippine peso Philippine peso Philippine peso 100.00 100.00 100.00 Philippines Philippines Philippines Philippine peso Philippine peso Philippine peso All significant intra-group balances, transactions, income and expenses, and profits and losses resulting from intra-group transactions are eliminated in full. Subsidiaries are consolidated from the date when control is transferred to the Parent Bank. Control is achieved when the Parent Bank has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Parent Bank controls another entity. Consolidation of subsidiaries ceases when control is transferred out of the Group. Under PFRS, the deficiency in credit and impairment losses and unbooked deferred charges amounts to 2.8 billion and 15.9 billion, respectively, for 2012 and 5.5 billion and 15.8 billion, respectively, for 2011 (see Notes 14 and 15). 82 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 83 The results of subsidiaries acquired or disposed of are included in the consolidated statement of income up to the date of disposal. When a change in ownership interest in a subsidiary occurs which results in loss of control over the subsidiary, the Parent Bank: • • • • • • derecognizes the assets (including goodwill) and liabilities of the subsidiary; derecognizes the carrying amount of any non-controlling interest; derecognizes the related other comprehensive income recorded in equity and recycle the same to profit or loss or surplus (deficit); recognizes the fair value of the consideration received; recognizes the fair value of any investment retained; and recognizes any surplus or deficit in profit or loss. Until December 31, 2010, UCPB Properties, Inc. (UPI) was a wholly-owned subsidiary of the Parent Bank. On March 23, 2011 and March 1, 2011, the BOD and stockholders of BRC and UPI, respectively, approved a Plan of Merger where UPI shall be merged into and be part of BRC, and its separate corporate existence shall cease by operation of law effective January 1, 2011. On July 13, 2011, the SEC approved the Certificate of Filing of the Articles and Plan of Merger. The merger was accounted for in accordance with the pooling of interest method where the identifiable assets acquired and liabilities assumed from UPI were recognized by BRC at their carrying values in UPI’s books. On June 2, 2011, the Parent Bank’s interest in UPI-MHC increased from 50% to 100% (see Note 12). In the Parent Bank’s separate financial statements, investments in subsidiaries are carried at cost, less accumulated impairment in value. Dividends earned are reported as dividend income when the right to receive the payment is established. Non-controlling Interests Non-controlling interests represent the portion of profit or loss and the net assets not owned, directly or indirectly, by the Group and are presented separately in the consolidated statement of income, consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to the Parent Bank. Any losses applicable to the non-controlling interests are allocated against the interests of the non-controlling interest even if this results in the non-controlling interests having a deficit balance. Acquisitions of non-controlling interests that do not result in a loss of control are accounted for as an equity transaction whereby the difference between the consideration and the fair value of the share of the net assets acquired is recognized as an equity transaction and attributed to the owners of the Parent Bank. 3. Summary of Significant Accounting Policies The accounting policies set out below have been applied consistently to all years presented in these financial statements, and have been applied consistently by the Group entities, except for the changes in accounting policies as explained below. Adoption of New or Revised Standards, Amendments to Standards and Interpretations The Group has adopted the following amendment to standard starting January 1, 2012 and accordingly changed its accounting policies. Except as otherwise indicated, the adoption of this amendment to standard did not have any significant impact on the Group’s financial statements. • Disclosures - Transfers of Financial Assets (Amendments to PFRS 7), require additional disclosures about transfers of financial assets. The amendments require disclosure of information that enables users of financial statements to understand the relationship between transferred financial assets that are not derecognized in their entirety and the associated liabilities; and to evaluate the nature of, and risks associated with, the entity’s continuing involvement in derecognized financial assets. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents consist of cash and other cash items, due from BSP and other banks, and interbank loans receivable and securities purchased under resale agreements (SPURA) with the BSP that are convertible to known amounts of cash, with original maturities of three months or less from dates of placements and that are subject to insignificant risk of changes in value. Repurchase and Reverse Repurchase Agreements Securities sold under agreements to repurchase at a specified future date (‘repos’) are not derecognized from the statement of financial position. The corresponding cash received, including accrued interest, is recognized in the statement of financial position as securities sold under repurchase agreements (SSURA) and is considered as a loan to the Group, reflecting the economic substance of such transaction. Conversely, securities purchased under agreements to resell at a specified future date (‘reverse repos’) are not recognized in the statement of financial position. The corresponding cash paid including accrued interest, is recognized in the statement of financial position as SPURA, and is considered a loan to the counterparty. The difference between the purchase price and resale price is treated as interest income and is accrued over the life of the agreement using the effective interest method. Foreign Currency Translation Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of the Parent Bank’s subsidiaries is the Philippine peso. 84 / UCPB 2012 Annual Report The financial statements of the Parent Bank reflect the accounts maintained in the RBU and FCDU with functional currencies of Philippine peso and USD, respectively. Transactions in foreign currencies are initially recorded at the functional rate of exchange at the date of transaction. Foreign currency-denominated monetary assets and liabilities of the Group are translated into their respective functional currencies based on the Philippine Dealing System (PDS) closing rate prevailing as at the reporting date and PDS weighted average rate (PDSWAR) for the reporting period for income and expenses. Foreign exchange differences arising from foreign currency transactions and restatements of foreign currency-denominated assets and liabilities are credited to or charged against profit or loss in the period in which the rates change. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. As at the reporting date, the assets and liabilities of the FCDU of the Parent Bank are translated from its functional currency into the Parent Bank’s presentation currency, the Philippine peso, at PDS closing rate prevailing at the reporting date, and their income and expenses are translated at PDSWAR for the year. Exchange differences arising on translation are taken directly to other comprehensive income and accumulated as a separate component of equity in the statement of financial position as “Translation adjustment”. Financial Instruments - Recognition and Measurement Date of Recognition Regular way purchases and sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market, except for derivatives, are recognized on the settlement date. Settlement date is the date when the transaction is settled by delivery of the assets that are the subject of the agreement. Settlement date accounting refers to: (a) the recognition of an asset on the day it is received by the Group, and (b) the derecognition of an asset and recognition of any gain or loss on disposal on the day that it is delivered by the Group. Any change in the fair value of the financial asset to be received is recognized in the statement of income for financial assets at FVPL and in the statement of comprehensive income for AFS financial assets. Deposits, amounts due to banks and customers, loans and receivables and spot transactions are recognized when cash is received by the Group or advanced to the borrowers. Derivatives are recognized on trade date - the date that the Group becomes a party to the contractual provisions of the instrument. Trade date accounting refers to: (a) the recognition of an asset to be received and the liability to pay for it on the trade date, and (b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of a receivable from the buyer for payment on the trade date. Initial Recognition of Financial Instruments The classification of financial instruments at initial recognition depends on the purpose for which the financial instruments were acquired and their characteristics. All financial assets and financial liabilities are recognized initially at fair value plus any directly attributable cost of acquisition or issue, except in the case of financial assets and financial liabilities at FVPL. The Group categorizes its financial assets as: financial assets at FVPL, differentiating those that are held-for-trading (HFT) and those designated as such, HTM investments, AFS financial assets, and loans and receivables. Financial liabilities are categorized into financial liabilities at FVPL and other financial liabilities. Management determines the classification of these instruments at initial recognition and, where allowed and appropriate, re-evaluates such designation at every reporting date. Deposit Liabilities to the Government As allowed by Philippine Interpretations Committee (PIC) Q&A 2007-02, Accounting for Government Loans with Low Interest Rates, the Bank initially recognized the deposit liabilities received as part of the Rehabilitation Plan at nominal amounts and these are not subsequently revalued. Determination of Fair Value The fair value for financial instruments traded in active markets at the reporting date is based on their quoted market price or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. When current bid and ask prices are not available, the price of the most recent transaction is used since it provides evidence of the current fair value as long as there has not been a significant change in economic circumstances since the time of the transaction. For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include net present value techniques, comparison to similar instruments for which market observable prices exist, option pricing models, and other relevant valuation models. ‘Day 1’ Difference Where the transaction price is different from the fair value of other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable market, the Group immediately recognizes the difference between the transaction price and fair value (a ‘Day 1’ difference) in the statement of income unless it qualifies for recognition as some other type of asset or liability. In cases where the data used is not observable, the difference between the transaction price and model value is only recognized in the statement of income when the inputs become observable or when the instrument is derecognized. For each transaction, the Group determines the appropriate method of recognizing the ‘Day 1’ difference amount. UCPB 2012 Annual Report / 85 Financial Assets or Financial Liabilities at Fair Value through Profit or Loss This category includes HFT financial assets and financial assets or liabilities designated at FVPL. a. HFT Financial Assets HFT financial assets are recorded in the statement of financial position at fair value. Changes in fair value relating to the HFT positions are recognized in the statement of income under “Trading and securities gains (losses)” account. Interest earned or incurred is recognized as “Interest income” or “Interest and finance charges,” respectively, in the statement of income, while dividends earned are recognized as Dividends (included under “Miscellaneous Income”) when the right to receive payment has been established. Included in this classification are the Group’s investments in debt and equity securities which have been acquired principally for the purpose of selling in the near term. b. Financial Assets or Liabilities Designated at FVPL Financial assets and liabilities classified in this category are designated by management on initial recognition. Management may only designate an instrument at FVPL upon initial recognition when the following criteria are met, and designation is determined on an instrument-by-instrument basis: • The designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them on a different basis; or • The assets and liabilities are part of a group of financial assets, financial liabilities or both which are managed and their performance evaluated on a fair value basis, in accordance with a documented risk management or investment strategy; or • The financial instrument contains an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded. As at December 31, 2012 and 2011, the Group does not have financial assets or financial liabilities designated as at FVPL. Derivative Instruments The Parent Bank is counterparty to derivative contracts, such as forward foreign exchange contracts and warrants. These derivatives are entered into as a service to customers and as a means for reducing or managing the Parent Bank’s respective foreign exchange exposures, as well as for trading purposes. Such derivative instruments are initially recorded at fair value on the date at which the derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Any gains or losses arising from changes in fair value of derivatives are taken directly to the statement of income and are included in “Trading and securities gains (losses)” for warrants and in “Foreign exchange gains (losses)” for forward foreign exchange contracts. Embedded Derivatives Embedded derivatives are bifurcated from their host contracts and carried at fair value with fair value changes being recognized in the statement of income and are included in “Trading and securities gains (losses)” account, when the entire hybrid contracts (composed of both the host contract and the embedded derivative) are not accounted for as financial assets or financial liabilities at FVPL, when their economic risks and characteristics are not closely related to those of their respective host contracts, and when a separate instrument with the same terms as the embedded derivatives would meet the definition of a derivative. As at December 31, 2012 and 2011, the Parent Bank’s embedded derivatives are comprised of call and index-linked options and range accrual. The Group assesses the existence of an embedded derivative on the date it first becomes a party to the contract, and performs re-assessment only where there is a change to the contract that significantly modifies the contractual cash flows. AFS Financial Assets AFS financial assets are those which are designated as such or do not qualify to be classified as designated at FVPL, HTM investments or loans and receivables. These are purchased and held indefinitely, and may be sold in response to liquidity requirements or changes in market conditions. Included in this classification are the Group’s investments in government and private debt securities and quoted and unquoted equity securities. After initial measurement, AFS financial assets are subsequently measured at fair value. The effective yield component of AFS debt securities, as well as the impact of restatement on foreign currency-denominated AFS debt securities, is reported in the statement of income. The unrealized gains and losses arising from the fair valuation of AFS financial assets are excluded, net of tax, from reported earnings and are recognized as other comprehensive income and accumulated in “Net unrealized gains (losses) on AFS financial assets” account in the equity section of the statement of financial position. When the instrument is disposed of, the cumulative gain or loss previously recognized in other comprehensive income is recognized as “Trading and securities gains (losses)” in the statement of income as a reclassification adjustment. Where the Group holds more than one investment in the same security, these are deemed to be disposed of on a weighted average basis. Interest earned on holding AFS financial assets are reported as “Interest income” using the effective interest method. Dividends earned on holding AFS financial assets are recognized in the statement of income as Dividends (included under “Miscellaneous Income”) in the statement of income) when the right to receive payment has been established. The losses arising from impairment of such investments are recognized as “Provision for credit and impairment losses” account in the statement of income. HTM Investments HTM investments are quoted non-derivative financial assets with fixed or determinable payments and fixed maturities for which the Group’s management has the positive intention and ability to hold to maturity. After initial measurement, these investments are carried at amortized cost using the effective interest method, less any impairment in value. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees that are an integral part of the effective interest rate 86 / UCPB 2012 Annual Report (EIR). The amortization is included in “Interest income” in the statement of income. The losses arising from impairment of such investments are recognized in the statement of income under “Provision for credit and impairment losses”. The effects of restatement on foreign currency-denominated HTM investments are recognized in the statement of income. If the Group were to sell more than an insignificant amount of HTM investments before maturity (other than in certain specific circumstances), the entire category would be tainted and would have to be reclassified as AFS financial assets. Furthermore, the Group would be prohibited to classify any financial assets as HTM investments for the following two years. In 2011, the Bank partly disposed its HTM investments (see Note 9). Loans and Receivables, Due From BSP and Other Banks, Interbank Loans Receivables and SPURA Loans and receivables include cash and other cash items, due from BSP and other banks, and interbank loans and receivables and SPURA. These are financial assets with fixed or determinable payments and fixed maturities that are not quoted in an active market. They are not entered into with the intention of immediate or short-term resale and as such are not categorized as financial assets at FVPL or AFS financial assets. They also do not include those for which the Group may not recover substantially all of its initial investments, other than because of credit deterioration. After initial measurement, loans and receivables are subsequently measured at amortized cost using the effective interest method, less allowance for credit losses. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees and costs that are an integral part of the EIR. The amortization is included in “Interest income” in the statement of income. The losses arising from impairment are recognized in “Provision for credit and impairment losses” in the statement of income. Other Financial Liabilities Issued financial instruments or their components, which are not designated at FVPL, are classified as liabilities under deposit liabilities, bills payable and SSURA or other appropriate financial liability accounts, where the substance of the contractual arrangement results in the Group having an obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity shares. The components of issued financial instruments that contain both liability and equity elements are accounted for separately, with the equity component being assigned the residual amount after deducting from the instrument as a whole the amount separately determined as the fair value of the liability component on the date of issue. After initial measurement, other financial liabilities not qualified as and not designated at FVPL, are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the EIR. Reclassification of Financial Assets A financial asset is reclassified out of the FVPL category when the following conditions are met: • the financial asset is no longer held for the purpose of selling or repurchasing it in the near term; and • there is a rare circumstance. A financial asset that is reclassified out of the FVPL category is reclassified at its fair value on the date of reclassification. Any gain or loss already recognized in the statement of income is not reversed. The fair value of the financial asset on the date of reclassification becomes its new cost or amortized cost, as applicable. For a financial asset reclassified out of the AFS financial assets category to loans and receivables or HTM investments, any previous gain or loss on that asset that has been recognized in other comprehensive income is amortized to profit or loss over the remaining life of the investment using the effective interest method. Any difference between the new amortized cost and the expected cash flows is also amortized over the remaining life of the asset using the effective interest method. If the asset is subsequently determined to be impaired then the amount recorded in equity is recycled to the statement of income. Derecognition of Financial Assets and Liabilities Financial Assets A financial asset (or, where applicable a part of a financial asset or part of a group of financial assets) is derecognized when: • the rights to receive cash flows from the asset have expired; or • the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; or • the Group has transferred its rights to receive cash flows from the asset and either: (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained the risk and rewards of the asset but has transferred the control of the asset. Where the Group has transferred its rights to receive cash flows from an asset or has entered into a ‘pass-through’ arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Financial Liabilities A financial liability is derecognized when the obligation under the liability is discharged or cancelled or has expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income. UCPB 2012 Annual Report / 87 Impairment of Financial Assets The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that had occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (or events) has (have) an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the borrower or a group of borrowers is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Financial Assets Carried at Amortized Cost For financial assets carried at amortized cost, which includes HTM investments and loans and receivables, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. For individually assessed financial assets, 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). The present value of the estimated future cash flows is discounted at the financial asset’s original EIR. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current EIR, adjusted for the original credit risk premium. 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. The carrying amount of the asset is reduced through the use of an allowance account and the amount of loss is recognized in “Provision for credit and impairment losses” account in the statement of income. Interest income continues to be recognized based on the original EIR of the asset. If, in a subsequent year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is credited to “Provision for credit and impairment losses” in the statement of income, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. A write-off is made when all or part of a claim is deemed uncollectible. Write-offs are charged against previously established allowance for credit losses. Recoveries in part or in full of amounts previously written off are credited to “Provision for credit and impairment losses” account in the statement of income. If the Group determined 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 that group of financial assets is collectively assessed for impairment. 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. 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. For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis of the industry of the borrower. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of 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 reflect, and are directionally consistent with changes in related observable data from period to period (such changes in property prices, payment status, or other factors that are indicative of incurred losses in the Group and their magnitude). 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. Certain consumer loans are assessed for impairment collectively because these receivables are not individually significant. The allowance for credit losses is determined based on the results of the net flow to write-off methodology. Net flow tables are derived from account-level monitoring of monthly peso movements between different age buckets, from 1 day past due to 180 days past due. The net flow to write-off methodology relies on the historical data of net flow tables to establish a percentage (“net flow rate”) of receivables that are current or in any state of delinquency (i.e., 30, 60, 90, 120, 150 and 180 days past due) as at reporting date that will eventually result in write-off. The gross provision is then computed based on the outstanding balances of receivables as at the reporting date and the net flow rates determined for the current and each delinquency bucket. The carrying amount of the financial asset at amortized cost is reduced by the impairment loss (included under “Provision for credit and impairment losses”) directly for all financial assets at amortized cost with the exception of Loans and receivables, where the carrying amount is reduced through the use of an allowance account. Loans and receivables, together with the associated allowance accounts, are written off when there is no realistic prospect of future recovery and all collateral has been realized. The amount of impairment loss is recognized as “Provision for credit and impairment losses” in the statement of income. Restructured Loans 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 loan’s original EIR. The difference between the recorded value of the original loan and the present value of the restructured cash flows, discounted at the original EIR, is recognized in “Provision for credit and impairment losses” in the statement of income. 88 / UCPB 2012 Annual Report AFS Financial Assets For AFS financial assets, the Group assesses at each reporting date whether there is objective evidence that an investment is impaired. In the case of AFS equity securities, objective evidence of impairment would include a significant or prolonged decline in the fair value of the investment below its cost. The Group treats ‘significant’ generally as 20.0% and ‘prolonged’ as greater than twelve (12) months. Where there is evidence of impairment, 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 the statement of income - is removed from equity and recognized in the statement of income. Impairment losses on equity securities are not reversed through the statement of income. Increases in fair value after impairment are recognized directly in other comprehensive income. If there is objective evidence that there is impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument has been incurred, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. In the case of AFS debt securities, the Group assesses individually whether there is objective evidence of impairment based on the same criteria as financial assets carried at amortized cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss on that investment previously recognized in the statement of income. Future interest income is based on the reduced carrying amount and is accrued based on the rate of interest used to discount future cash flows for the purpose of measuring impairment loss. Such accrual is recorded as part of “Interest income” in the statement of income. If, in a subsequent year, the fair value of a debt investment increased and the increase can be objectively related to a credit event occurring after the impairment loss was recognized in the statement of income, the credit loss is reversed through the statement of income. As discussed in Note 1, as at December 31, 2008, the Parent Bank, as allowed by the BSP, has deferred the recognition of valuation reserves aggregating to 13.4 billion. As allowed by the BSP, these unbooked valuation reserves were recognized on a staggered basis starting January 2009. The Parent Bank recognizes the amortization as a charge to deficit (see Note 15). Offsetting Financial Instruments Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position, if and only if, there is a legally enforceable right to offset the recognized amounts and there is an intention to either settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, therefore, the related assets and liabilities are presented gross in the statement of financial position. Operating Segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Segment results that are reported to the chief operating decision maker include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly of corporate assets (primarily the Group’s main office), main office expenses, and income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire property and equipment, and intangible assets other than goodwill. Revenue Recognition The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue is recognized to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding taxes. The following specific recognition criteria must also be met before revenue is recognized: Interest Income For all financial instruments measured at amortized cost and interest-bearing HFT and AFS financial assets, interest income is recorded at the EIR which is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or financial liability. The calculation takes into account all contractual terms of the financial instrument (e.g., prepayment options), including any fees or incremental costs that are directly attributable to the instrument and are an integral part of the EIR, but not future credit losses. Once the recorded value of a financial asset or group of similar financial assets has been reduced due to an impairment loss, interest income should be recognized using the original EIR applied to the new carrying amount. Service Charges and Penalties Service charges and penalties are recognized only upon collection or accrued when there is reasonable degree of certainty as to its collectibility. UCPB 2012 Annual Report / 89 Fee and Commission Income The Group earns fee and commission income from a diverse range of services it provides to its customers. Fee income can be divided into the following two categories: a. Fee Income Earned from Services that are Provided Over a Certain Period of Time Fees earned for the provision of services over a period of time are accrued over that period. These fees include investment fund fees, custodian fees, fiduciary fees, commission income, credit related fees, asset management fees, portfolio and other management fees, and advisory fees. Loan commitment fees for loans that are likely to be drawn down are deferred (together with any incremental costs) and recognized as an adjustment to the EIR on the loan. Expenditures incurred after the property and equipment have been put into operation, such as repairs and maintenance, are charged against operations in the year the costs are incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property and equipment beyond its originally assessed standard of performance, the expenditures are capitalized as an additional cost of property and equipment. Depreciation is calculated on the straight-line method over the estimated useful life of the depreciable assets. Leasehold improvements are amortized over the shorter of the terms of the covering leases and the estimated useful lives of the improvements. The range of estimated useful life of property and equipment follow: b. Fee Income from Providing Transaction Services Fees arising from negotiating or participating in the negotiation of a transaction for a third party - such as underwriting fees, corporate finance fees, and brokerage fees for the arrangement of the acquisition of shares or other securities or the purchase or sale of businesses - are recognized on completion of the underlying transaction. Fees or components of fees that are linked to a certain performance are recognized after fulfilling the corresponding criteria. Loan syndication fees are recognized in the statement of income when the syndication has been completed and the Group retains no part of the loans for itself or retains part at the same EIR as for the other participants. Dividend Income Dividend income is recognized when the Group’s right to receive payment is established. Trading and Securities Gains (Losses) Trading and securities gains (losses) represent results arising from trading activities including all gains and losses from changes in fair value of financial assets held for trading and derivatives, and gains and losses from disposal of financial assets at FVPL, AFS financial assets and HTM investments. Rent Income Rent income arising on leased properties is accounted for on a straight-line basis over the lease terms on ongoing leases and is recognized in the statement of income under “Miscellaneous Income”. Gains (Losses) on Foreclosed Assets Gains or losses on foreclosed assets is recognized upon collection of existing receivable through foreclosure of asset used as collateral as the difference between the fair market value of the foreclosed asset and the net carrying value of the receivable settled. Gains (Losses) on Sale of Receivables Gains or losses on sale of receivables is recognized upon sale of receivables, without recourse, as the difference between the selling price and the outstanding balance of receivables sold. Other Income Income from sale of services is recognized upon rendition of the service. Income from sale of properties is recognized upon completion of the earning process and when the collectibility of the sales price is reasonably assured. Real Estate Revenue Real estate sales are generally accounted for under the full accrual method. Under this method, the gain on sale is recognized when: (a) the collectibility of the sales price is reasonably assured; (b) the earnings process is virtually complete; and (c) the seller does not have a substantial continuing involvement with the subject properties. If any of the criteria under the full accrual is not met, the deposit method applies until all the conditions for recording a sale are met. Pending recognition of sale, cash received from buyers are presented under the reservation deposit account which is shown as “Customers’ deposits” account in the liabilities section of the statement of financial position. Expense Recognition Expenses are recognized when decrease in future economic benefits related to a decrease in an asset or increase in liability has arisen that can be measured reliably. Expenses are recognized when incurred or when the related revenue is earned. Operating Expenses Operating expenses constitute costs which arise in the normal business operation and are recognized when incurred. Taxes and Licenses This includes all other taxes, local, and national and are recognized when incurred. Interest Expense Interest expense for all interest-bearing financial liabilities is recognized in the statement of income using the EIR of the financial liabilities to which they relate. Property and Equipment Land is stated at cost less any impairment in value, and depreciable properties including buildings, leasehold improvements, and furniture, fixtures and equipment are stated at cost less accumulated depreciation and amortization, and any impairment in value. The initial cost of the Group’s property and equipment consists of its purchase price, including import duties, taxes and any directly attributable cost to bring the property and equipment to its working condition and location for its intended use. 90 / UCPB 2012 Annual Report Number of Years Buildings and improvements Furniture, fixtures and equipment Leasehold improvements 10 - 50 3 - 10 5 - 10 The depreciation and amortization method and useful life are reviewed periodically to ensure that the method and period of depreciation and amortization are consistent with the expected pattern of economic benefits from items of property and equipment. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising from derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of income in the year the asset is derecognized. The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amounts, the assets are written down to their recoverable amounts (see accounting policy on Impairment of Nonfinancial Assets). Investments in Associates and Joint Venture The Group’s investments in associates and joint venture are accounted for using the equity method of accounting. Associates pertain to all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20.0% and 50.0% of the voting rights. Joint venture pertains to the Group’s interest in a jointly controlled entity, whereby the venturers have contractual arrangement that establishes control over the economic activities of the entity. Under the equity method, investments in associates and joint venture are carried in the statement of financial position at cost plus post-acquisition changes in the Group’s share of the net assets of the associate and joint venture. Goodwill relating to an associate is included in the carrying value of the investment and is not amortized. The Group’s share in an associate’s and joint venture’s post-acquisition profits or losses is recognized in the statement of income, and its share of post-acquisition movements in the associates and joint venture’s equity reserves is recognized in other comprehensive income. When the Group’s share of losses in its associates and joint venture equals or exceeds its interest in the associates and joint venture, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associates and joint venture. Profits and losses resulting from transactions between the Group and its associates and joint venture are eliminated to the extent of the interest in the associates and joint venture. After the application of the equity method, the Group determines whether it is necessary to recognize an impairment loss on the Group’s investments in associates and joint venture. The Group determines at each reporting date whether there is any objective evidence that the investment in associates and joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment and its carrying value and recognizes the impairment loss in the statement of income. Upon loss of significant influence over the associate, the Group measures and recognizes any remaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the remaining investment and proceeds from disposal is recognized in the statement of income. Upon loss of joint control and provided the former jointly controlled entity does not become a subsidiary or associate, the Group measures and recognizes its remaining investment at its fair value. Any difference between the carrying amount of the former jointly controlled entity upon loss of joint control and the fair value of the remaining investment and proceeds from disposal is recognized in the statement of income. When the remaining investment constitutes significant influence, it is accounted for as an investment in an associate. Upon loss of joint control and provided the former associate or jointly controlled entity becomes a subsidiary, the Group discontinues the use of the equity method from the date when its investment ceases to be an associate or joint venture and accounts for its investment in accordance with PFRS 3, Business Combinations. In a business combination achieved in stages, the acquirer shall remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss, if any, in profit or loss or other comprehensive income, as appropriate. In the Parent Bank’s separate financial statements, investments in associates and joint venture are carried at cost, less allowance for impairment losses. Jointly Controlled Operations A jointly controlled operation involves the use of assets and other resources of the Group and other venturers rather than the establishment of a corporation, partnership or other entity. The Group accounts for the assets it controls and the liabilities and expenses it incurs, and the share of the income that it earns from the sale of goods or services by the joint venture. UCPB 2012 Annual Report / 91 Investment Properties Investment properties are measured initially at cost, including transaction costs. An investment property acquired through an exchange transaction is initially measured at fair value of the asset acquired unless the fair value of such an asset cannot be measured in which case the investment property acquired is measured at the carrying amount of the asset given up. Foreclosed properties are classified under “Investment properties” account upon: a) entry of judgment in case of judicial foreclosure; b) execution of the sheriff’s certificate of sale in case of extra-judicial foreclosure; or c) notarization of the deed of dacion in case of dation in payment (dacion en pago). Subsequent to initial recognition, depreciable investment properties are carried at cost less accumulated depreciation and impairment in value. However, as discussed in Note 13, the Parent Bank does not recognize depreciation on certain investment properties. For exchange trading right, impairment is determined by assessing the recoverable amount of the asset at each reporting date. Where the recoverable amount is less than the carrying amount of the asset, an impairment loss is recognized immediately in the statement of income. Impairment losses cannot be reversed for subsequent increases in the recoverable amount in future periods. Leases The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement and requires 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. A reassessment is made after inception of the lease only if one of the following applies: Investment properties are derecognized when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in the statement of income under “Gains on sale of nonfinancial assets” in the year of retirement or disposal. (a) there is a change in contractual terms, other than a renewal or extension of the arrangement; or (b) a renewal option is exercised or extension granted, unless that term of the renewal or extension was initially included in the lease term; or (c) there is a change in the determination of whether fulfillment is dependent on a specified asset; or (d) there is a substantial change to the asset. Expenditures incurred after the investment properties have been put into operations, such as repairs and maintenance costs, are normally charged to profit or loss in the year in which the costs are incurred. Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gives rise to the reassessment for scenarios (a), (c) or (d) above, and at the date of renewal or extension period for scenario (b). Depreciation is calculated on a straight-line basis using the remaining useful lives from the time of acquisition of the investment properties but not to exceed: Group as Lessee Finance leases, which transfer to the Group substantially all the risks and benefits incidental to the ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments and included in “Property and equipment” account with the corresponding liability to the lessor included in “Other liabilities” account in the statement of financial position. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recorded under “Interest and finance charges” account in the statement of income. Number of Years Buildings Condominium units 10 - 50 5 Transfers are made to investment properties when, and only when, there is a change in use evidenced by ending of owner occupation, commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment properties when, and only when, there is a change in use evidenced by commencement of owner occupation or commencement of development with a view to sale. Real Estate Inventories Real estate inventories are stated at the lower of cost and net realizable value (NRV). Cost shall comprise all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. NRV is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Intangible Assets Intangible assets consist of software costs and exchange trading right. An intangible asset is recognized only when its cost can be measured reliably and it is probable that the expected future economic benefits that are attributable to it will flow to the Group. Software Costs Software costs (presented under “Intangible and other assets” in the statement of financial position) are capitalized on the basis of the cost incurred to acquire and bring to use the specific software. These costs are amortized over three to ten years on a straight-line basis. Costs associated with maintaining the computer software programs are recognized as expense when incurred. The amortization period and the amortization method for software cost are reviewed periodically to be consistent with the changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset. Exchange Trading Right The exchange trading right is an intangible asset that is regarded as having an indefinite useful life as there is no foreseeable limit to the period over which this asset is expected to generate net cash inflow for the Company. Exchange trading right (presented under “Intangible and other assets” in the statement of financial position) is carried at the amount allocated from the original cost of the exchange membership seat of USI (after a corresponding allocation was made to the value of the Philippine Stock Exchange shares) less impairment in value. USI does not intend to sell the exchange trading right in the near future. Impairment of Nonfinancial Assets The Group assesses at each reporting date whether there is any indication that an asset may be impaired. Nonfinancial assets include property and equipment, investment properties, investment in subsidiaries, associates and joint venture, software costs, and exchange trading right. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value less cost to sell and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators. For assets excluding exchange trading right, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceeds the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of income. 92 / UCPB 2012 Annual Report Capitalized leased assets are depreciated over the shorter of the estimated useful lives of the assets or the respective lease terms, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Leases where the lessor retains substantially all the risks and benefits of ownership of the assets are classified as operating leases. Operating lease payments are recognized as an expense in the statement of income on a straight-line basis over the lease term. Group as Lessor Finance leases, where the Group transfers substantially all the risks and benefits incidental to the ownership of the leased item to the lessee, are included under “Loans and receivables” account in the statement of financial position. A lease receivable is recognized at an amount equivalent to the net investment (asset cost) in the lease. All income resulting from the receivable is included under “Interest income” account in the statement of income. Leases where the Group does not transfer substantially all the risks and benefits of ownership of the assets are classified as operating leases. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as the rent income. Contingent rent is recognized as revenue in the year in which this is earned. Residual Value of Leased Assets and Deposits on Finance Leases The residual value of leased assets, which approximates the amount of guaranty deposit paid by the lessee at the inception of the lease, is the estimated proceeds from the sale of the leased asset at the end of the lease term. At the end of the lease term, the residual value of the leased asset is generally applied against the guaranty deposit of the lessee when the lessee decides to buy the leased asset. Retirement Cost The Group has funded noncontributory defined benefit retirement plans. The retirement cost of the Group is calculated annually by an independent actuary using the projected unit credit method. Under this method, the current service cost is the present value of retirement benefits payable in the future with respect to services rendered in the current year. The liability or asset recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rate on government bonds that have terms to maturity approximating the terms of the related retirement liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are credited to or charged against income when the net cumulative unrecognized actuarial gains and losses at the end of the previous period exceeded 10.0% of the higher of the defined benefit obligation and the fair value of plan assets at that date. These gains or losses are recognized over the expected average remaining working lives of the employees participating in the plan. Past service costs, if any, are recognized immediately in the statement of income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the pastservice costs are amortized on a straight-line basis over the vesting period. The defined benefit asset or liability comprises the present value of the defined benefit obligation less past service costs not yet recognized and less the fair value of plan assets out of which the obligations are to be settled directly. The value of any asset is restricted to the sum of any cumulative unrecognized net actuarial losses and past service cost and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan. UCPB 2012 Annual Report / 93 Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. Dividends on Common Shares Dividends on common shares are recognized as a liability and deducted from equity when approved by the BOD of the Parent Bank and the BSP, in the case of cash dividends; and the BOD, shareholders of the Parent Bank and its subsidiaries and the BSP in the case of stock dividends. Dividends declared during the year but are approved by the BSP after the reporting date is dealt with as an event after the reporting period. The expense relating to any provision is presented in the statement of income, net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as “Interest and finance charges” in the statement of income. Debt Issue Costs Issuance, underwriting and other related expenses incurred in connection with the issuance of debt instruments are deferred and amortized over the terms of the instruments using the effective interest method. Unamortized debt issue costs are included in the measurement of the related carrying value of the debt instrument in the statement of financial position. Contingent Liabilities and Contingent Assets Contingent liabilities are not recognized in the financial statements but are disclosed in the notes to the financial statements unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized but are disclosed in the notes to the financial statements when an inflow of economic benefits is probable. Events After the Reporting Date Any post-year-end event that provides additional information about the Group’s position at the reporting date (adjusting event) is reflected in the financial statements when material. Post-year-end events that are not adjusting events, if any, are disclosed in the notes to the financial statements when material to the financial statements. Income Taxes Current Taxes Current tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxing authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Fiduciary Activities Assets and income arising from fiduciary activities together with related undertakings to return such assets to customers are excluded from the financial statements where the Parent Bank and a subsidiary act in a fiduciary capacity such as nominee, trustee or agent. Deferred Taxes Deferred tax is provided, using the balance sheet method, on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences, except: • Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting income nor taxable income; and • In respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for all deductible temporary differences, carryforward benefit of unused tax credits from the excess of minimum corporate income tax (MCIT) over the regular corporate income tax (RCIT), and unused net operating loss carryover (NOLCO), to the extent that it is probable that sufficient taxable profit will be available against which the deductible temporary differences and carryforward benefit of unused tax credits from MCIT and unused NOLCO can be utilized except: • Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting income nor taxable income; and • In respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable income will be available against which the temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are applicable 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 reporting date. Current tax and deferred tax relating to items recognized in other comprehensive income are also recognized in other comprehensive income and not in the statement of income. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and deferred taxes related to the same taxable entity and the same taxation authority. Equity Common stock is measured at par value for all shares issued and outstanding. When the shares are sold at a premium, the difference between the proceeds and the par value is credited to “Additional paid-in capital” account. Direct costs incurred related to equity issuance, such as underwriting, accounting and legal fees, printing costs and taxes are chargeable to “Additional paid-in capital” account. If the additional paid-in capital is not sufficient, the excess is charged to deficit. New or Revised Standards, Amendments to Standards and Interpretations Not Yet Adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after January 1, 2012, and have not been applied in preparing the financial statements. However, none of these is expected to have a significant effect on the financial statements of the Group and the Parent Bank, except for PFRS 9, Financial Instruments, which becomes mandatory for the Group’s and the Parent Bank’s 2015 financial statements and could change the classification and measurement of financial assets, and PAS 19, Employee Benefits (amended 2011). The Group and the Parent Bank are currently assessing the impact of these standards on the financial statements. The Group and the Parent Bank will adopt the new or revised standards, amendments to standards and interpretations on the respective effective dates as discussed below: To be Adopted on January 1, 2013 • Presentation of Items of Other Comprehensive Income (Amendments to PAS 1). The amendments: • require that an entity present separately the items of other comprehensive income that would be reclassified to profit or loss in the future if certain conditions are met from those that would never be reclassified to profit or loss; • do not change the existing option to present profit or loss and other comprehensive income in two statements; and • change the title of the statement of comprehensive income to the statement of profit or loss and other comprehensive income. However, an entity is still allowed to use other titles. The amendments do not address which items are presented in other comprehensive income or which items need to be reclassified. The requirements of other PFRS continue to apply in this regard. • Disclosures: Offsetting Financial Assets and Financial Liabilities (Amendments to PFRS 7). These amendments include minimum disclosure requirements related to financial assets and financial liabilities that are: • offset in the statement of financial position; or • subject to enforceable master netting arrangements or similar agreements. They include a tabular reconciliation of gross and net amounts of financial assets and financial liabilities, separately showing amounts offset and not offset in the statement of financial position. • PFRS 10, Consolidated Financial Statements PFRS 10 introduces a new approach to determining which investees should be consolidated and provides a single model to be applied in the control analysis for all investees. An investor controls an investee when: • it is exposed or has rights to variable returns from its involvement with that investee; • it has the ability to affect those returns through its power over that investee; and • there is a link between power and returns. Control is re-assessed as facts and circumstances change. PFRS 10 supersedes PAS 27 (2008) Consolidated and Separate Financial Statements and Philippine Interpretation SIC-12, Consolidation - Special Purpose Entities. When the Parent Bank issues more than one class of stock, a separate account is maintained for each class of stock and the number of shares issued. Deficit represents accumulated losses (net of earnings) of the Parent Bank and amortization of unbooked valuation reserves and deferred losses, as discussed in Note 1 to the financial statements. 94 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 95 • PFRS 11, Joint Arrangements PFRS 11 focuses on the rights and obligations of joint arrangements, rather than the legal form (as is currently the case). It: • distinguishes joint arrangements between joint operations and joint ventures; and • always requires the equity method for jointly controlled entities that are now called joint ventures; they are stripped of the free choice of using the equity method or proportionate consolidation. PFRS 11 supersedes PAS 31, Interests in Joint Ventures and Philippine Interpretation SIC-13, Jointly Controlled Entities - NonMonetary Contributions by Venturers. • PFRS 12, Disclosure of Interests in Other Entities PFRS 12 contains the disclosure requirements for entities that have interests in subsidiaries, joint arrangements (i.e. joint operations or joint ventures), associates and/or unconsolidated structured entities, aiming to provide information to enable users to evaluate: • the nature of, and risks associated with, an entity’s interests in other entities; and • the effects of those interests on the entity’s financial position, financial performance and cash flows. • Investment Entities [Amendments to PFRS 10, PFRS 12, and PAS 27 (2011)]. These amendments provide consolidation exception for investment funds and require qualifying investment entities to recognize their investments in controlled entities, as well as investments in associates and joint ventures, in a single line item in the statement of financial position, measured at fair value through profit or loss; the only exception would be subsidiaries that are considered an extension of the investment entity’s investing activities. However, the parent of an investment entity (that is not itself an investment entity) is still required to consolidate all subsidiaries. This consolidation exception is mandatory. To be Adopted on January 1, 2015 • PFRS 9, Financial Instruments (2010), PFRS 9, Financial Instruments (2009) PFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Under PFRS 9 (2009), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. PFRS 9 (2010) introduces additions relating to financial liabilities. The IASB currently has an active project to make limited amendments to the classification and measurement requirements of PFRS 9 and add new requirements to address the impairment of financial assets and hedge accounting. • Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (Amendments to PFRS 10, PFRS 11, and PFRS 12) The amendments simplify the process of adopting PFRS 10 and 11, and provide relief from the disclosures in respect of unconsolidated structured entities. Depending on the extent of comparative information provided in the financial statements, the amendments simplify the transition and provide additional relief from the disclosures that could have been onerous. The amendments limit the restatement of comparatives to the immediately preceding period; this applies to the full suite of standards. Entities that provide comparatives for more than one period have the option of leaving additional comparative periods unchanged. In addition, the date of initial application is now defined in PFRS 10 as the beginning of the annual reporting period in which the standard is applied for the first time. At this date, an entity tests whether there is a change in the consolidation conclusion for its investees. • PFRS 13, Fair Value Measurement PFRS 13 replaces the fair value measurement guidance contained in individual PFRS with a single source of fair value measurement guidance. It defines fair value, establishes a framework for measuring fair value and sets out disclosure requirements for fair value measurements. It explains how to measure fair value when it is required or permitted by other PFRS. It does not introduce new requirements to measure assets or liabilities at fair value, nor does it eliminate the practicability exceptions to fair value measurements that currently exist in certain standards. • PAS 19, Employee Benefits (Amended 2011) The amended PAS 19 includes the following requirements: • actuarial gains and losses are recognized immediately in other comprehensive income; this change will remove the corridor method and eliminate the ability for entities to recognize all changes in the defined benefit obligation and in plan assets in profit or loss, which is currently allowed under PAS 19; and • expected return on plan assets recognized in profit or loss is calculated based on the rate used to discount the defined benefit obligation. • PAS 27, Separate Financial Statements (2011) PAS 27 (2011) supersedes PAS 27 (2008). PAS 27 (2011) carries forward the existing accounting and disclosure requirements for separate financial statements, with some minor clarifications. This standard is effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. • PAS 28, Investments in Associates and Joint Ventures (2011) PAS 28 (2011) supersedes PAS 28 (2008) Investments in Associates. PAS 28 (2011) makes the following amendments: • On cessation of significant influence or joint control, even if an investment in an associate becomes an investment in a joint venture or vice versa, the entity does not remeasure the retained interest. • Annual Improvements to PFRS 2009 - 2011 Cycle - various standards contain amendments to five standards with consequential amendments to other standards and interpretations. The amendments are effective for annual periods beginning on or after January 1, 2013. None of the said improvements or amendments to PFRS have a significant effect on the financial statements of the Group. To be Adopted on January 1, 2014 • Offsetting Financial Assets and Financial Liabilities (Amendments to PAS 32). These amendments clarify that: • An entity currently has a legally enforceable right to set-off if that right is: - not contingent on a future event; and - enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. • Gross settlement is equivalent to net settlement if and only if the gross settlement mechanism has features that: - eliminate or result in insignificant credit and liquidity risk; and - process receivables and payables in a single settlement process or cycle. 96 / UCPB 2012 Annual Report 4. Significant Accounting Judgments and Estimates The preparation of the consolidated financial statements and the financial statements of the Parent Bank in compliance with PFRS requires the Group to make judgments and estimates that affect the reported amounts of assets, liabilities, income and expenses and the disclosures of contingent assets and contingent liabilities. Future events may occur which can cause the judgments and assumptions used in arriving at the estimates to change. The effects of any change in estimates are reflected in the financial statements as they become reasonably determinable. 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. The following are the critical judgments and key assumptions that have a significant risk of material adjustment to the carrying amounts of assets and liabilities within the next financial year: Judgments a) Going Concern The Group’s management has made an assessment of the Group’s ability to continue as a going concern and is satisfied that the Group has the resources to continue in business for the foreseeable future. Though the Parent Bank’s losses prior to 2005, including the losses not recognized as discussed in Notes 14 and 15, brought its capital below the required minimum capital requirements for a universal bank, the Parent Bank’s management has taken active steps in ensuring its continued liquidity and implemented its capital build-up plan pursuant to the FAA with PDIC and the MOA that was signed with the ROP, PDIC and PCGG (see Notes 1 and 25). As at December 31, 2012 and 2011, considering the regulatory relief mentioned in Note 1, the Bank has already complied with the risk-based capital ratio of 10%. Thus, the financial statements continue to be prepared on a going concern basis. b) Operating Leases Group as Lessor The Group has entered into commercial property leases for its investment property portfolio. Based on factors such as retention of ownership title to the leased property, period of lease contract relative to the estimated useful economic life of the leased property and bearer of executory costs, the Group has determined that it retains all the significant risks and rewards of ownership of these properties, and so accounts for these as operating leases. Group as Lessee The Group has entered into leases for premises it uses for its operations. The Group has determined, based on the evaluation of the lease agreement that all significant risks and rewards of ownership of the properties remain with the lessors and so accounts for these as operating leases. c) Finance Leases ULFC has entered into finance leases in which it has determined, based on the evaluation of the lease agreement, that it transfers all the significant risks and rewards of ownership of the properties it leases out. The lessees have the option to purchase the leased assets at a price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable and the lease term is for the major part of the economic life of the asset and at the inception of the lease, the present value of the minimum lease payments amounts to at least substantially all of the fair value of the leased asset. d) Fair Value of Financial Instruments Where the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, these are determined using internal valuation techniques using generally accepted market valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. These judgments may include considerations of liquidity and model inputs such as correlation and volatility for longer-dated derivatives. Refer to Note 6 to the financial statements for the fair values and the measurement bases of the financial instruments. UCPB 2012 Annual Report / 97 e) HTM Investments The classification under HTM investments 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 to maturity other than in certain specific circumstances - for example, selling an insignificant amount close to maturity - it will be required to reclassify the entire portfolio as AFS financial assets. The investments would therefore be measured at fair value and not at amortized cost. Refer to Note 9 to the financial statements for discussion on the Parent Bank’s breach of the tainting rule in 2011. f) Financial Assets not Quoted in an Active Market The Group classifies financial assets by evaluating, among others, whether the asset is quoted or not in an active market. Included in the evaluation on whether a financial asset is quoted in an active market is the determination on whether quoted prices are readily and regularly available, and whether those prices represent actual and regularly occurring market transactions on an arm’s length basis. g) Embedded Derivatives Where a hybrid instrument is not classified as financial assets at FVPL, the Group evaluates whether the embedded derivative should be bifurcated and accounted for separately. This includes assessing whether the embedded derivative has a close economic relationship to the host contract. h) Contingencies The Group is currently involved in legal proceedings. The estimate of the probable cost for the resolution of claims has been developed in consultation and with the aid of the legal counsel handling the Group’s defense in this matter and is based upon an analysis of potential results. Management does not believe that the outcome of this matter will affect the results of operations. It is probable, however, that future results of operations could be materially affected by changes in the estimates or in the effectiveness of the strategies relating to these proceedings (see Note 30). i) Functional Currency PAS 21 requires management to use its judgment to determine the entity’s functional currency such that it most faithfully represents the economic effects of the underlying transactions, events and conditions that are relevant to the entity. In making this judgment, the Group considers the following: a) the currency that mainly influences sales prices for financial instruments and services; b) the currency in which funds from financing activities are generated; and c) the currency in which receipts from operating activities are usually retained. j) Sequestration of Shares of the Bank and the Coconut Industry Investment Fund (CIIF) Oil Mills by the Republic of the Philippines As discussed in Note 25 to the financial statements, the Group is involved in legal proceedings on the ownership shares of the Bank and CIIF Oils Mills, which were subject of the January 2012 Decision issued by the Supreme Court in the Philippine Coconut Producers Federation, Inc. (COCOFED), et al. case. The motion for the reconsideration of the January 2012 Decision has been denied with finality on September 4, 2012. An entry of judgment has yet to be issued by the Supreme Court in said case. On December 28, 2012, the Bank filed a Special Civil Action for Declaratory Relief seeking clarification on the Bank’s proportionate right, title and interest in the CIIF Companies, as well as the Bank’s indirect equity in the 14 Holding Companies and the CIIF block of SMC shares. The case, docketed as Civil Case No. 12-1251 before the Regional Trial Court of Makati Branch 59, has not reached the pre-trial stage. c) Valuation of Unquoted Equity Securities The Group’s investments in equity securities that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are carried at cost, less allowance for impairment losses. As at December 31, 2012 and 2011, the carrying value of unquoted AFS equity securities (included under AFS financial assets) amounted to 293.2 million and 149.6 million, respectively, for the Group and 292.6 million and 148.6 million, respectively, for the Parent Bank (see Notes 9 and 15). d) Impairment of AFS Equity Securities The Group determines that AFS equity securities are impaired when there has been a significant or prolonged decline in the fair value below its cost. This determination of what is significant or prolonged requires judgment. The Group treats ‘significant’ generally as 20.0% or more of the original cost of investment, and ‘prolonged’ as greater than 12 months. In making this judgment, the Group evaluates among other factors, the normal volatility in share price for quoted equity securities and the future cash flows and the discount factors for unquoted equity securities. In addition, impairment may be appropriate when there is evidence of deterioration in the financial health of the investee, industry and sector performance, changes in technology, and operational and financing cash flows. As at December 31, 2012 and 2011, allowance for impairment losses on certain AFS equity securities amounted to 337.4 million and 508.3 million, respectively, for the Group and 337.3 million and 508.2 million, respectively, for the Parent Bank (see Note 15). As at December 31, 2012 and 2011, the carrying value of AFS equity securities (included under AFS financial assets) amounted to 779.1 million and 626.3 million, respectively, for the Group and 689.1 million and P576.1 million, respectively, for the Parent Bank (see Notes 9 and 15). As at December 31, 2012 and 2011, however, the Parent Bank has deferred the booking of impairment losses on certain AFS equity securities amounting to 516.5 million and 384.3 million, respectively (see Note 15). This forms part of the unbooked valuation reserves allowed by the BSP as discussed in Note 1. e) Impairment of AFS Debt Investments The Group determines that AFS debt investments are impaired based on the same criteria used for financial assets carried at amortized cost. The Group and the Parent Bank determined that there is no evidence of impairment on its AFS debt investments. As at December 31, 2012 and 2011, the carrying value of AFS debt investments (included under AFS financial assets) amounted to 22.5 billion and 19.1 billion, respectively, for the Group and 22.3 billion and 19.0 billion, respectively, for the Parent Bank (see Notes 9 and 15). f) Impairment of Nonfinancial Assets Property and Equipment, Investment Properties, Land Held-for-Sale, Software Cost and Exchange Trading Right The Group assesses impairment on assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The factors that the Group considers important which could trigger an impairment review include the following: Estimates a) Impairment of Loans and Receivables The Group reviews its individually significant loans and receivables at each reporting date to assess whether an impairment loss should be recorded in the statement of income. In particular, judgment by management is required in the estimation of the amount and timing of future cash flows when determining the impairment loss. In estimating these cash flows, the Group makes judgments about the borrower’s financial situation and the NRV of collateral. These estimates are based on assumptions about a number of factors and actual results may differ, resulting in future changes to the allowance. Loans and receivables that have been assessed individually and found not to be impaired and all individually insignificant loans and advances are then assessed collectively, in groups of assets with similar characteristics, to determine whether provision should be made due to incurred loss events for which there is objective evidence but whose effects are not yet evident. The collective assessment takes account of data from the loan portfolio, concentrations of risks and economic data. The carrying values of loans and receivables and the related allowance for credit losses of the Group and the Parent Bank are disclosed in Notes 10 and 15 to the financial statements. As at December 31, 2012 and 2011, however, the Parent Bank has not booked the reversal and deferred the booking of credit and impairment losses on certain loans and receivables amounting to 103.0 million and 602.4 million, respectively (see Note 15), which form part of the unbooked valuation reserves allowed by the BSP as discussed in Note 1 to the financial statements. b) Fair Values of Structured Debt Instruments and Derivatives The fair values of structured debt instruments and derivatives that are not quoted in active markets are determined using valuation techniques such as discounted cash flow analysis and standard option pricing models. Where valuation techniques are used to determine fair values, they are reviewed by qualified personnel independent of the area that created them. All models are reviewed before they are used and to the extent practicable, models use only observable data. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Refer to Notes 6 and 9 to the financial statements for information on the fair values of these instruments. 98 / UCPB 2012 Annual Report • significant underperformance relative to expected historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for overall business; and • significant negative industry or economic trends. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. In 2012 and 2011, there were no indicators of impairment on the Group’s and the Parent Bank’s property and equipment, software costs and exchange trading right that could trigger an impairment review. As at December 31, 2012 and 2011, the carrying value of property and equipment for the Group amounted to 2.3 billion for both years and 2.1 billion and 2.2 billion, respectively, for the Parent Bank (see Note 11). As at December 31, 2012 and 2011, the carrying value of land held-for-sale of the Group and of the Parent bank amounted to 2.0 billion for both years (see Note 14). As at December 31, 2012 and 2011, the carrying value of software costs amounted to 364.1 million and 411.9 million, respectively, for the Group and 359.7 million and 408.3 million, respectively, for the Parent Bank (see Note 14). As at December 31, 2012 and 2011, the carrying value of the Group’s exchange trading right amounted to 1.5 million (see Note 14). The recoverable amount of investment properties is determined based on fair value less cost to sell. As at December 31, 2012 and 2011, the carrying value of investment properties amounted to 6.0 billion and 6.8 billion, respectively, for the Group and 5.7 billion and 6.5 billion, respectively, for the Parent Bank (see Note 13). As at December 31, 2012 and 2011, the Parent Bank, however, has deferred the booking of impairment losses on investment properties amounting to 586.5 million and 2.5 billion (see Note 15). This forms part of the unbooked valuation reserves allowed by the BSP as discussed in Note 1 to the financial statements. UCPB 2012 Annual Report / 99 Investments in Subsidiaries, Associates, and Joint Venture The Group and the Parent Bank assess impairment on its investments in subsidiaries, associates and joint venture whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Among others, the factors that the Group and the Parent Bank consider important which could trigger an impairment review on its investments in subsidiaries, associates and joint venture include the following: • deteriorating or poor financial condition; • recurring net losses; and • significant changes (i.e. technological, market, economic, or legal environment in which the subsidiary, associate and jointly controlled entity operates) with an adverse effect on the subsidiary, associate or jointly controlled entity have taken place during the period, or will take place in the near future. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is determined based on the asset’s fair value less cost to sell, which considers the estimated realizable and settlement amounts of the assets and liabilities of the subsidiary, associate or joint venture. As at December 31, 2012 and 2011, the carrying values of the Group’s investment in associates and joint venture amounted to 8.5 billion and 7.5 billion, respectively. As at December 31, 2012 and 2011, the carrying values of the Parent Bank’s investments in subsidiaries, associates and joint venture amounted to 4.1 billion and 3.9 billion respectively, net of allowance for impairment losses amounting to 201.5 million and 370.3 million, respectively (see Notes 12 and 15). g) Estimated Useful Lives of Property and Equipment, Investment Properties and Software Costs The Group reviews on an annual basis the estimated useful lives of property and equipment, depreciable investment properties and software costs based on expected asset utilization as anchored on business plans and strategies that also consider expected future technological developments and market behavior. It is possible that future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. A reduction in the estimated useful lives of property and equipment, depreciable investment properties and software costs would decrease their respective balances and increase the recorded depreciation and amortization expense. As at December 31, 2012 and 2011, the carrying value of depreciable property and equipment for the Group amounted to 2.2 billion for both years and 2.0 billion and 2.1 billion, respectively, for the Parent Bank (see Note 11). As at December 31, 2012 and 2011, the carrying value of depreciable investment properties amounted to 2.9 billion and 3.1 billion, respectively, for the Group and 2.8 billion and 3.0 billion, respectively, for the Parent Bank. In 2012 and in prior years, the Parent Bank did not recognize depreciation on its investment properties from the “bad bank” assets as required under PAS 40, Investment Property. As at December 31, 2012 and 2011, the unbooked accumulated depreciation amounted to 1.4 billion and 2.9 billion, respectively (see Note 13). h) Recognition of Deferred Tax Assets Deferred tax assets are recognized for all unused tax losses and credits to the extent that it is probable that taxable income will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable income together with future tax planning strategies. 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 income will be available to allow all or part of the deferred tax asset to be utilized. The estimates of future taxable net income indicate that certain temporary differences will be realized in the future. The recognized net deferred tax assets and unrecognized deferred tax assets for the Group and the Parent Bank are disclosed in Note 24. i) Retirement Benefits The cost of defined retirement pension plan and other post employment benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. The assumed discount rates were determined using the market yields on Philippine government bonds with terms consistent with the expected employee benefit payout as at the reporting date. Refer to Note 27 to the financial statements for the details of assumptions used in the calculation. While the Group believes that the assumptions are reasonable and appropriate, significant differences between actual experiences and assumptions may materially affect the cost of employee benefits and related obligations. 5. Financial Risk Management a. Introduction The Group manages their respective financial risks separately. The financial subsidiaries have their own risk management procedures but are structured similar to that of the Parent Bank. To a certain extent, the respective risk management programs and objectives are the same across the Group. The Parent Bank’s activities are principally related to the use of financial instruments. The Parent Bank accepts deposits from customers at rates set by the Treasury Group depending on the volume of placements, and for various periods, and seeks to earn above-average interest margins by investing these funds. The Parent Bank seeks to increase these margins by consolidating short-term funds and lending for longer periods at higher rates, while maintaining sufficient liquidity to meet all claims that might fall due. The Parent Bank also trades in financial instruments where it takes positions to take advantage of short-term market movements in bonds and shares of stocks. The Parent Bank has exposure to the following risks from its use of financial instruments: • Credit Risk • Liquidity Risk • Market Risk Risk Management Framework To manage the financial risk for holding financial assets and liabilities, the Parent Bank operates an integrated risk management system to address the risks it faces in its banking activities, including credit, liquidity and market risks. The Parent Bank’s risk management objective is to adequately and consistently identify, measure, control and monitor the risk profile inherent in the Parent Bank’s activities. The Parent Bank’s Risk Management Committee (RMC) has overall responsibility for the creation and oversight of the Parent Bank’s corporate risk policy and is actively involved in the assessment, planning, review and approval of all the risks in the Parent Bank’s organization. The Parent Bank also has in place an authorization structure that defines and sets limits on the type and value of transactions that each position can approve. Within the Parent Bank’s overall risk management system, the Risk Management Division (RMD) is responsible for managing these risks in a more detailed and proactive fashion on a continuing basis through performance of risk and return analysis. Credit Risk Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Group manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties and for geographical and industry concentrations, and by monitoring exposures in relation to such limits. Management of Credit Risk The Parent Bank manages its credit risk and loan portfolio through a stringent process of loan approval. The screening process is directed by the senior officers of the Bank’s Corporate and Consumer Banking Group (CCBG). The process establishes the creditworthiness of the individual loan applicant based on best credit practices, and takes into consideration the current business condition and medium-term potential of the industry in which the loan applicant operates in. In compliance with BSP requirements, the Parent Bank established in December 2004 an Internal Credit Risk Rating (ICRR) system for the purpose of measuring credit risk for corporate borrowers in a consistent manner, as accurately as possible, and thereafter uses the risk information for business and financial decision making. The ICRR system covers corporate borrowers with asset size of above 15.0 million, requiring financial statements from 2005 onwards to be audited by SEC-accredited auditing firms. On a continuing basis, the Parent Bank generates credit risk ratings for existing loan accounts to assess their performance and to determine which account will be retained, expanded, or phased out. A separate review of the loan portfolio is conducted by the RMD to assess the quality of individual accounts and the concentration of the Parent Bank’s credit exposures. Maximum Exposure to Credit Risk after Collateral Held or Other Credit Enhancements The Bank’s maximum exposure to credit risk is equal to the carrying value of its financial assets except for certain secured loans and receivables shown below: As at December 31, 2012 and 2011, the Group’s net retirement asset (included under “Other assets” in the statement of financial position) amounted to 4.2 million and P10.6 million (see Note 14), respectively, while its net retirement liability (included under “Other liabilities” in the statement of financial position) amounted to 6.4 million and 6.6 million, respectively (see Note 19). Consolidated 2012 Gross Maximum Exposure As at December 31, 2012 and 2011, the Parent Bank’s net retirement asset is nil and 6.3 million, respectively (see Note 14). j) NRV of Real Estate Inventories The Group determines the net realizable value of its real estate inventories based on its estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. In determining the net realizable value of the real estate inventories, management considers whether those real estate inventories are damaged or if their selling prices have declined. Likewise, management also considers whether the estimated costs of completion or the estimated costs to be incurred to make the sale have increased. The amount and timing of recorded expenses for any period would differ if different estimates were utilized. As at December 31, 2012 and 2011, real estate inventories of the Group amounted to 3.1 billion (net of impairment losses amounting to 114.5 million) for both years (see Notes 14 and 15). 100 / UCPB 2012 Annual Report Loans and receivables: Receivables from customers Corporate loans Consumer loans Sales contracts receivable Fair Value of Collaterals 55,626,261 50,663,577 24,199,820 29,047,220 630,999 1,376,565 80,457,080 81,087,362 Net Exposure Financial Effect of Collaterals Gross Maximum Exposure 2011 Fair Value of Net Collaterals Exposure 39,600,416 4,561,788 275,509 44,437,713 16,025,845 19,638,032 355,490 36,019,367 41,097,910 17,876,504 1,063,640 60,038,054 38,870,692 19,279,196 895,932 59,045,820 25,006,407 3,842,238 409,390 29,258,035 Financial Effect of Collaterals 16,091,503 14,034,266 654,250 30,780,019 UCPB 2012 Annual Report / 101 Parent 2012 Gross Maximum Exposure Loans and receivables: Receivables from customers Corporate loans Consumer loans Sales contracts receivable Fair Value of Collaterals 51,191,693 46,223,984 20,303,829 27,448,820 561,720 1,289,346 72,057,242 74,962,150 Net Exposure 37,173,658 1,265,168 275,509 38,714,335 Financial Effect of Collaterals 14,018,035 19,038,661 286,211 33,342,907 Gross Maximum Exposure 38,299,781 14,555,310 994,502 53,849,593 2011 Fair Value of Net Collaterals Exposure 36,795,618 17,630,210 826,794 55,252,622 24,074,304 788,128 340,252 25,202,684 Financial Effect of Collaterals 14,225,477 13,767,182 654,250 28,646,909 The Group holds collateral against loans and receivables to customers in the form of hold-out on deposits, real estate mortgage, chattel mortgage, mortgage trust indenture, standby letters of credit or bank guaranty, government guaranty, assignment of receivables, pledge of shares, personal and corporate guaranty and other forms of security. Fair market value is based on the value of the collateral assessed at the time of borrowing and are updated upon renewal of the loan. Collateral is generally not held over loans and advances to banks, except when securities are held as part of reverse repurchase and securities borrowing activity. It is the Group’s policy to dispose of foreclosed assets in an orderly fashion. Sale is facilitated by offering incentives to the Bank’s accredited brokers and through formulating programs to attract buyers like offering fixed interest rates for an extended period of time and reduced rates for down payment as compared to prevailing market rates as examples. Excessive Risk Concentration Credit risk concentrations can arise whenever a significant number of borrowers have similar characteristics and are affected similarly by changes in economic or other conditions. The Parent Bank analyzes the credit risk concentration to an individual borrower, related group of accounts, industry, geographic, internal rating buckets, currency, term and security. For risk concentration monitoring purposes, the financial assets are broadly categorized into: (1) loans and receivables, (2) trading and financial investment securities, (3) loans and advances to banks, and (4) others. To mitigate risk concentration, the Group has established a regular monitoring system to spot breaches in regulatory and internal limits. An analysis of concentrations of credit risk at the reporting date is shown below: Consolidated 2012 Loans and Loans and Investment Advances Receivables Securities (a) to Banks (b) Financial intermediaries Government Real estate, renting and business activities Wholesale and retail trade, repair of motor vehicles ,motorcycles, personal and household goods Manufacturing Agriculture, hunting and forestry and fishing Construction Transport, storage and communication Other community, social and personal services activities Less: Unearned interest discount Allowance for credit and impairment losses Others (c) Total 8,018,442 1,695,520 23,272,118 4,562,765 43,314,484 1,355,429 30,689,641 — — — — 2,500 43,270,848 45,010,004 24,630,047 12,798,421 13,116,691 8,295,091 1,807,647 10,060,459 4,412 327,427 1,969 — 893,343 — — — — — — — — — — 12,802,833 13,444,118 8,297,060 1,807,647 10,953,802 16,408,056 95,472,445 293,861 5,637,371 89,541,213 2,119,775 52,579,604 — 30,689,641 — — 30,689,641 337,400 52,242,204 2,765,888 21,293,719 2,768,388 181,510,078 — 293,861 — 5,974,771 2,768,388 175,241,446 a. Comprised of financial assets at FVPL, AFS financial assets and HTM investments. b. Comprised of due from BSP, due from other banks and interbank loans receivable and SPURA. c. Comprised of letters of credit. Financial intermediaries Government Real estate, renting and business activities (Forward) 102 / UCPB 2012 Annual Report Loans and Investment Receivables Securities (a) 6,615,315 3,453,759 1,743,675 43,053,269 18,812,362 1,902,160 Consolidated 2011 Loans and Advances to Banks (b) 35,703,598 — — Others (c) 2,500 — — Consolidated 2011 Loans and Loans and Investment Advances Receivables Securities (a) to Banks (b) Total 45,775,172 44,796,944 20,714,522 Wholesale and retail trade, repair of motor vehicles, motorcycles, personal and household goods Manufacturing Agriculture, hunting and forestry and fishing Construction Transport, storage and communication Other community, social and personal services activities Less: Unearned interest discount Allowance for credit and impairment losses Others (c) Total 14,946,686 10,928,894 6,545,291 44,628 634,816 — 516,093 733 1,280,989 2,159 — — — — — — — — — — 14,946,686 11,444,987 6,546,024 1,325,617 636,975 16,039,188 76,310,855 337,212 5,010,226 70,963,417 181,462 50,390,624 — 508,283 49,882,341 — 35,703,598 — — 35,703,598 3,405,541 3,408,041 — — 3,408,041 19,626,191 165,813,118 337,212 5,518,509 159,957,397 Others (c) — — — Total 40,991,116 44,314,909 24,523,888 — — — — — 12,078,135 12,487,294 8,144,857 1,807,647 10,953,497 a. Comprised of financial assets at FVPL, AFS financial assets and HTM investments. b. Comprised of due from BSP, due from other banks and interbank loans receivable and SPURA. c. Comprised of letters of credit. Financial intermediaries Government Real estate, renting and business activities Wholesale and retail trade, repair of motor vehicles, motorcycles, personal and household goods Manufacturing Agriculture, hunting and forestry and fishing Construction Transport, storage and communication Other community, social and personal services activities Less: Unearned interest discount Allowance for credit and impairment losses Loans and Receivables 6,524,208 1,311,487 23,169,179 Parent Bank 2012 Loans and Investment Advances Securities (a) to Banks (b) 4,477,561 29,989,347 43,003,422 — 1,354,709 — 12,078,135 12,159,867 8,144,857 1,807,647 10,060,459 — 327,427 — — 893,038 — — — — — 10,901,260 86,157,099 51,724 5,339,184 80,766,191 2,117,331 52,173,488 — 337,324 51,836,164 — 29,989,347 — — 29,989,347 2,765,888 15,784,479 2,765,888 171,085,822 — 51,724 — 5,676,508 2,765,888 165,357,590 a. Comprised of financial assets at FVPL, AFS financial assets and HTM investments. b. Comprised of due from BSP, due from other banks and interbank loans receivable and SPURA. c. Comprised of letters of credit. Financial intermediaries Government Real estate, renting and business activities Wholesale and retail trade, repair of motor vehicles, motorcycles, personal and household goods Manufacturing Agriculture, hunting and forestry and fishing Construction Transport, storage and communication Other community, social and personal services activities Less: Unearned interest discount Allowance for credit and impairment losses Loans and Receivables 5,480,705 1,743,675 18,674,750 Parent Bank 2011 Loans and Investment Advances Securities (a) to Banks (b) 3,407,103 35,255,789 42,739,262 — 1,901,534 — Others (c) — — — Total 44,143,597 44,482,937 20,576,284 14,729,308 9,930,793 6,413,404 44,628 634,816 — 515,806 — 1,280,988 — — — — — — — — — — — 14,729,308 10,446,599 6,413,404 1,325,616 634,816 11,174,536 68,826,615 137,013 4,799,540 63,890,062 179,322 50,024,015 — 508,208 49,515,807 — 35,255,789 — — 35,255,789 3,405,541 3,405,541 — — 3,405,541 14,759,399 157,511,960 137,013 5,307,748 152,067,199 a. Comprised of financial assets at FVPL, AFS financial assets and HTM investments. b. Comprised of due from BSP, due from other banks and interbank loans receivable and SPURA. c. Comprised of letters of credit. UCPB 2012 Annual Report / 103 Credit Quality per Class of Financial Assets The credit quality of financial assets is assessed and managed using external and internal ratings. Loans and Receivables The credit quality is generally monitored using the 10-grade ICRR system which is integrated in the credit process particularly in loan pricing and provision for credit losses. The model on risk ratings is assessed and updated regularly. Validation of the risk rating is performed by the Risk Management Division RMD to maintain accurate and consistent risk ratings across the credit portfolio. Standard grade Substandard grade Impaired ICRR System Grade 1 2 3 4 5 6 7 8 9 10 The Parent Bank only subjects commercial loans with ICRR of 8 to 10 to specific impairment test. Due from BSP, due from other banks and interbank loans receivable are classified as high grade since these are deposited in/ or transacted with reputable banks which have low probability of insolvency. Unquoted debt securities classified as loans are classified as high grade based on the reputation of the counterparties. The following table shows the description of credit quality of commercial loans: Credit Quality High grade 10 - Loss This rating is given to a borrower whose loans or portions thereof are considered uncollectible. The collectible amount, with no collateral or which collateral is of little value, is difficult to measure and more practical to write-off than to defer even though partial recovery may be obtained in the future. Description Excellent Strong Good Satisfactory Acceptable Watchlist Especially mentioned Substandard Doubtful Loss 1 - Excellent The rating is given to a borrower with a very low probability of going into default in the coming year. The borrower has a high degree of stability, substance and diversity and has access to public markets to raise substantial amounts of funds at any time; has a very strong debt service capacity and has conservative balance sheet leverage. The track record of the borrower in terms of profit is very good and exhibits highest quality under virtually all economic conditions. 2 - Strong This rating is given to borrowers with low probability of going into default in the coming year. Normally has a comfortable degree of stability, substance and diversity. Under normal market conditions, borrower has good access to public markets to raise funds. Borrower has a strong market and financial position with a history of successful performance. Overall debt service capacity is deemed very strong; critical balance sheet ratios are conservative. 3 - Good This rating is given to smaller corporations with limited access to public capital markets or to alternative financial markets. Probability of default is quite low and it bears some degree of stability and substance. However, borrower may be susceptible to cyclical changes and more concentration of business risk, by product or by market. Typical for this type of borrower is the combination of comfortable asset protection and an acceptable balance sheet structure. The debt service capacity of the borrower is strong and has reported profits for the past three years and is expected to be profitable again in the current year. The table below shows credit quality per class of financial assets, based on the Parent Bank’s rating system (gross of allowance for credit losses and unearned discount): Due from BSP Due from other banks Interbank loans receivable and SPURA Loans and receivables Receivables from customers Corporate loans Consumer loans Unquoted debt securities Sales contracts receivable Accrued interest receivable Accounts receivable Other receivables Other assets - security deposit with Philippine Clearing House Corporation (PCHC) Total 6 - Watchlist This rating is given to a borrower which incurs net losses and has salient financial weaknesses, specifically in profitability, reflected on its financial statements. Credit exposure is not at risk of loss at the moment but performance of the borrower has weakened and unless present trends are reversed, could lead to losses. 7 - Especially Mentioned This rating is given to a borrower that exhibits potential weaknesses that deserve management’s close attention. No immediate threat to the repayment of the loan exists through normal course of business but factors may exist that could adversely affect the creditworthiness of the borrower. 8 - Substandard This rating is given to borrower where repayment of the loan, through normal course of business, may be in jeopardy due to adverse events. There exists the possibility of future losses to the institution unless given closer supervision. 9 - Doubtful This rating is given to borrower who is unable or unwilling to service debt over an extended period of time and near future prospects of orderly debt service is doubtful. Existing facts, conditions, and values make full collection or liquidation highly improbable and in which substantial loss is probable. 104 / UCPB 2012 Annual Report Past Due but not Impaired — — — — Impaired — — — — Total 28,254,415 2,208,451 226,775 30,689,641 24,475,208 22,752,460 6,870,196 87,938 958,930 17,367 508,751 25,624,724 182,990 — — 170,618 294 151 1,541,538 — — 503 17,258 — 2,439 6,780,234 365,017 — 177,535 40,174 135,105 — 502,624 1,323,008 320,350 1,131,328 — 2,870 431,204 1,050 269,476 417 780,688 — — 60,247,336 24,752,145 6,870,196 700,050 1,457,506 933,871 511,341 — 55,670,850 86,360,491 3,397 25,982,174 25,982,174 — 1,561,738 1,561,738 — 7,498,065 7,498,065 — — 827,311 3,935,704 827,311 3,935,704 3,397 95,475,842 126,165,483 a. Includes loans and receivables with an ICRR system Grade of 1-4 b. Includes loans and receivables with an ICRR system Grade of 5-7 c. Includes loans and receivables with an ICRR system Grade of 8-9 4 - Satisfactory This rating is given to a borrower where clear risk elements exist, the probability of default is somewhat greater and normally has limited access to public markets. The probability is reflected in volatility of earnings and overall performance. The borrower should be able to withstand normal business cycles, but any prolonged unfavorable economic period would create deterioration beyond acceptable levels. The borrower has the combination of reasonably sound asset and cash flow protection with adequate debt service capacity and has reported profits in the past year and is expected to report a profit in the current year. 5 - Acceptable This rating is given to a borrower whose risk elements are sufficiently pronounced to withstand normal business cycles but any prolonged unfavorable economic and/or market period would create an immediate deterioration beyond acceptable levels. The risk to this borrower is still acceptable as there is sufficient cash flow either historically or expected for the future; new business or projected finance transaction; an existing borrower where the nature of the exposure represents a higher risk because of extraordinary developments but for which a decreasing risk within an acceptable period can be expected. Consolidated 2012 Neither Past Due nor Impaired Standard Sub-standard High Grade (a) Grade (b) Grade (c) Unrated 28,254,415 — — — 2,208,451 — — — 226,775 — — — 30,689,641 — — — Due from BSP Due from other banks Interbank loans receivable and SPURA Loans and receivables Receivables from customers Corporate loans Consumer loans Unquoted debt securities Sales contracts receivable Accrued interest receivable Accounts receivable Other receivables Other assets - security deposit to Philippine Clearing House Corporation with (PCHC) Total Consolidated 2011 Neither Past Due nor Impaired Standard Sub-standard High Grade (a) Grade (b) Grade (c) Unrated 32,579,118 — — — 1,898,901 — — — 1,225,579 — — — 35,703,598 — — — Past Due but not Impaired — — — — Impaired — — — — Total 32,579,118 1,898,901 1,225,579 35,703,598 18,925,846 3,141,136 8,213,719 39,573 956,361 22,854 391,561 17,948,103 137,938 — 28,383 139,534 369 226 1,249,144 — — 795 20,665 — 1,638 3,140,890 14,353,235 — 631,237 64,288 633 — 426,602 1,194,381 — 2,819 14,415 — — 3,368,937 134,199 380,262 254,256 681,149 — 45,059,522 18,960,889 8,213,719 1,083,069 1,449,519 705,005 393,425 445,707 32,136,757 67,840,355 — 18,254,553 18,254,553 — 1,272,242 1,272,242 — 18,190,283 18,190,283 — 1,638,217 1,638,217 — 4,818,803 4,818,803 445,707 76,310,855 112,014,453 a. Includes loans and receivables with an ICRR system Grade of 1-4 b. Includes loans and receivables with an ICRR system Grade of 5-7 c. Includes loans and receivables with an ICRR system Grade of 8-9 UCPB 2012 Annual Report / 105 Due from BSP Due from other banks Interbank loans receivable and SPURA Loans and receivables Receivables from customers Corporate loans Consumer loans Unquoted debt securities Sales contracts receivable Accrued interest receivable Accounts receivable Total Parent Bank 2012 Neither Past Due nor Impaired Standard Sub-standard High Grade (a) Grade (b) Grade (c) Unrated 27,679,351 — — — 2,083,221 — — — 226,775 — — — 29,989,347 — — — 22,242,462 18,949,821 6,601,192 23,965,610 — 959,532 118,255 48,753,007 78,742,354 24,083,865 24,083,865 1,353,997 — 16,582 1,370,579 1,370,579 Consolidated Past Due but not Impaired — — — — 2012 Impaired — — — — 6,780,234 365,017 307,454 214,356 1,186,671 1,048,117 177,535 39,391 365,446 7,727,623 7,727,623 431,204 440 269,476 764,307 522,250 3,699,775 522,250 3,699,775 Total 27,679,351 2,083,221 226,775 29,989,347 55,836,428 20,577,311 6,601,192 608,739 1,403,676 1,129,753 86,157,099 116,146,446 a. Includes loans and receivables with an ICRR system Grade of 1-4 b. Includes loans and receivables with an ICRR system Grade of 5-7 c. Includes loans and receivables with an ICRR system Grade of 8-9 Due from BSP Due from other banks Interbank loans receivable and SPURA Loans and receivables Receivables from customers Corporate loans Consumer loans Unquoted debt securities Sales contracts receivable Accrued interest receivable Accounts receivable Total Parent Bank 2011 Neither Past Due nor Impaired Standard Sub-standard High Grade (a) Grade (b) Grade (c) Unrated 32,305,984 — — — 1,851,226 — — — 1,098,579 — — — 35,255,789 — — — 16,153,636 — 7,932,107 — 954,903 — 25,040,646 60,296,435 16,944,209 — — — 99,424 — 17,043,633 17,043,633 1,230,494 — — — 20,665 — 1,251,159 1,251,159 4,064,854 14,353,235 — 631,237 64,288 295,829 19,409,443 19,409,443 Past Due but not Impaired — — — — 366,291 1,094,974 — — 14,415 — 1,475,680 1,475,680 Impaired — — — — 3,241,001 65,089 — 380,262 254,256 665,446 4,606,054 4,606,054 Total 32,305,984 1,851,226 1,098,579 35,255,789 42,000,485 15,513,298 7,932,107 1,011,499 1,407,951 961,275 68,826,615 104,082,404 a. Includes loans and receivables with an ICRRS Grade of 1-4 b. Includes loans and receivables with an ICRRS Grade of 5-7 c. Includes loans and receivables with an ICRRS Grade of 8-9 Trading and Investment Securities In ensuring the quality of its trading and investment portfolio, the Parent Bank uses the credit risk rating from published data providers like Moody’s, Standard & Poor’s (S & P), Fitch, and such other rating agencies as may be approved by the MB of the BSP. The table below shows the credit risk rating of trading and investment securities (gross of allowance for credit and impairment losses): Consolidated 2012 Financial assets at FVPL: Debt securities: Government Private Quoted equity securities Derivative assets AFS financial assets: Debt securities: Government Private CCC to D and Unrated Total 311,414 124,760 254,161 137,551 827,886 15,002,932 7,473,138 AAA to B BB- BB+ to B- — 124,760 197,183 108,328 430,271 311,414 — 29,223 340,637 — — 56,978 — 56,978 — 6,436,802 15,002,932 — — 1,036,336 Equity securities: Quoted Unquoted HTM investments: Government debt securities AAA to B BB- BB+ to B- CCC to D and Unrated Total 89,405 10,945 — 619,626 396,475 — 485,880 630,571 6,537,152 15,622,558 1,432,811 23,592,521 — 6,967,423 28,159,197 44,122,392 — 1,489,789 28,159,197 52,579,604 Consolidated 2011 Financial assets at FVPL: Debt securities: Government Private Quoted equity securities Derivative assets AFS financial assets: Debt securities: Government Private Equity securities: Quoted Unquoted HTM investments: Government debt securities AAA to BBB- BB+ to B- CCC to D and Unrated Total — 82,994 51,045 79,754 213,793 1,673,691 — — 31,210 1,704,901 — — 12,630 — 12,630 1,673,691 82,994 63,675 110,964 1,931,324 — 4,571,399 13,126,687 — — 1,432,321 13,126,687 6,003,720 51,109 — 320 1,145 425,213 634,424 476,642 635,569 4,622,508 13,128,152 2,491,958 20,242,618 — 4,836,301 28,216,682 43,049,735 — 2,504,588 28,216,682 50,390,624 Parent Bank 2012 Financial assets at FVPL: Debt securities: Government Private Quoted equity securities Derivative assets AFS financial assets: Debt securities: Government Private Equity securities: Quoted Unquoted HTM investments: Government debt securities AAA to BBB- BB+ to B- CCC to D and Unrated Total — 67,320 192,170 108,328 311,138 — — 29,223 — 57,440 56,978 — 311,138 124,760 249,148 137,551 367,818 340,361 114,418 822,597 2,169,349 6,436,802 12,665,218 — — 1,036,336 14,834,567 7,473,138 42 — — 10,269 396,475 619,626 396,517 629,895 8,606,193 12,675,487 2,052,437 23,334,117 — 8,974,011 28,016,774 41,032,622 — 2,166,855 28,016,774 52,173,488 (Forward) 106 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 107 Past Due but not Impaired Loans and Receivables These are loans and receivables where contractual interest or principal payments are past due but the Group believes that impairment is not appropriate on the basis of the level of collateral available or status of collection of amounts owed to the Group. Parent Bank 2011 Financial assets at FVPL: Debt securities: Government Private Quoted Equity securities Derivative assets AFS financial assets: Debt securities: Government Private Equity securities: Quoted Unquoted HTM investments: Government debt securities CCC to D and Unrated AAA to BBB- BB+ to B- Total — 82,994 48,735 79,754 1,668,573 — — 31,210 — — 12,630 1,668,573 82,994 61,365 110,964 211,483 1,699,783 12,630 1,923,896 — 4,571,399 12,961,114 — — 1,432,321 12,961,114 6,003,720 1,963 — 320 — 425,213 634,424 427,496 634,424 4,573,362 12,961,434 2,491,958 20,026,754 — 4,784,845 28,073,365 42,734,582 — 2,504,588 28,073,365 50,024,015 Receivables from customers Corporate loans Consumer loans Accrued interest receivable Sales contracts receivable Receivables from customers Corporate loans Consumer loans Accrued interest receivable Receivables from customers Corporate loans Consumer loans Accrued interest receivable 108 / UCPB 2012 Annual Report Liquidity Risk Liquidity risk is generally defined as the current and prospective risk to earnings or capital arising from the Group’s inability to meet its obligations when they become due. The Parent Bank closely monitors the current and prospective maturity structure of its resources and liabilities and the market condition to guide pricing and asset/liability allocation strategies to manage its liquidity risks. Liquidity risks are monitored and managed by using the Maximum Cumulative Outflow limits and funding diversification/concentration limits. In addition, the Parent Bank manages liquidity risk by holding sufficient liquid assets of appropriate quality to ensure short-term funding requirements are met and by maintaining a balanced loan portfolio which is repriced on a regular basis. In addition, the Parent Bank seeks to maintain sufficient liquidity to take advantage of interest rate and exchange rate opportunities when they arise. The table below shows the maturity profile of the financial instruments based on contractual undiscounted cash flows: On Demand Aging analysis of past due but not impaired loans and receivables are shown below: Receivables from customers Corporate loans Consumer loans Accrued interest receivable Accounts receivable Sales contracts receivable Impaired Loans and Receivables and Investment Securities Impaired loans and receivables and investment securities are loans and receivables and investment securities for which the Group determines that it is probable that it will be unable to collect all principal and interest due based on the contractual terms of the promissory note and securities agreements. Within 1 Year Consolidated 2012 More than 1 Year Total 251,486 188,220 1,050 417 2,870 444,043 251,138 132,130 — — — 383,268 502,624 320,350 1,050 417 2,870 827,311 Within 1 Year Consolidated 2011 More than 1 Year Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA Derivative assets HFT securities* AFS financial assets*, ** Loans and receivables** 271,046 55,951 — — 326,997 426,602 1,194,381 14,415 2,819 1,638,217 Within 1 Year Parent Bank 2012 More than 1 Year Total 102,375 124,244 440 227,059 205,079 90,112 — 295,191 307,454 214,356 440 522,250 Within 1 Year Parent Bank 2011 More than 1 Year Total 95,245 1,039,023 14,415 1,148,683 271,046 55,951 — 326,997 366,291 1,094,974 14,415 1,475,680 — 4,493,004 — 1,009 — 440,911 21,218,385 47,256,249 73,409,558 Total — 18,440,856 — — — 249,424 2,127,722 52,256,092 73,074,094 5,978,605 28,254,415 2,208,451 226,784 137,551 690,335 23,992,515 101,639,170 163,127,826 Consolidated 2012 Within 1 Year Beyond 1 Year Total *Includes future interest payments Total 155,556 1,138,430 14,415 2,819 1,311,220 5,978,605 5,320,555 2,208,451 225,775 137,551 — 646,408 2,126,829 16,644,174 Consolidated 2012 Within 1 Year Beyond 1 Year On Demand Financial Liabilities Non-derivative Liabilities Deposit liabilities Demand Savings** Time** Long Term Negotiable Certificates of Deposits (LTNCD)** Bills payable and SSURA** Accrued interest and other expenses Other liabilities Bills purchased - contra Cash letters of credit Accounts payable Margin deposits Manager’s check Deposit on lease contracts Outstanding acceptances Due to PDIC Due to Treasury of the Philippines Derivative liabilities Miscellaneous 17,848,937 2,783,607 — — 92,340,904 38,371,172 — 3,201,900 25,375,774 17,848,937 98,326,411 63,746,946 — 20,632,544 — 47,074 580,143 131,292,219 28,056,529 599,906 11,129,392 39,707,066 1,051,532 — 11,709,535 191,631,829 29,108,061 646,980 — — — — — — — — — — — 20,679,618 4,631,187 285,671 1,241,861 655,500 973,031 — 147,955 168,642 63,081 59,487 64,274 168,239,343 — — — — — 412,242 — — — — — 41,170,840 4,631,187 285,671 1,241,861 655,500 973,031 412,242 147,955 168,642 63,081 59,487 64,274 230,089,801 * Includes equity securities, based on expected disposal ** Includes future interest payments UCPB 2012 Annual Report / 109 On Demand Financial Liabilities Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA HFT securities* AFS financial assets*, ** Loans and receivables 4,757,246 13,221,394 1,898,901 1,224,596 2,310 — 696,986 21,801,433 On Demand Financial Liabilities Non-derivative Liabilities Deposit liabilities Demand Savings** Time** Long Term Negotiable Certificates of Deposits (LTNCD)** Bills payable and SSURA** Accrued interest and other expenses Other liabilities Bills purchased - contra Cash letters of credit Accounts payable Margin deposits Manager’s check Deposit on lease contracts Outstanding acceptances Due to PDIC Due to Treasury of the Philippines Miscellaneous Consolidated 2011 Within 1 Year Beyond 1 Year — 9,059,153 — 1,009 1,836,005 21,815,624 41,558,111 74,269,902 — 10,490,054 — — 63,675 789,931 47,270,641 58,614,301 Consolidated 2011 Within 1 Year Beyond 1 Year Total 4,757,246 32,770,601 1,898,901 1,225,605 1,901,990 22,605,555 89,525,73 154,685,636 Total 13,007,774 2,530,026 — — 96,478,317 37,405,341 — — 7,955,017 13,007,774 99,008,343 45,360,358 — 471,438 9,342,922 9,814,360 15,537,800 — 25,034 134,355,096 8,864,261 506,362 17,297,939 26,166 — 167,190,835 8,890,427 531,396 — — — — — — — — — — 15,562,834 3,021,230 1,255,053 1,176,681 1,119,049 836,404 — 183,769 153,779 64,669 63,419 151,599,772 — — — — — 304,245 — — — — 17,628,350 3,021,230 1,255,053 1,176,681 1,119,049 836,404 304,245 183,769 153,779 64,669 63,419 184,790,956 Financial Liabilities Deposit liabilities Demand Savings** Time** LTNCD** Bills payable and SSURA** Accrued interest and other expenses Other liabilities Bills purchased - contra Cash letters of credit Accounts payable Margin deposits Manager’s check Outstanding acceptances Due to PDIC Due to Treasury of the Philippines Derivative liabilities Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA Derivative assets HFT securities AFS financial assets* Loans and receivables *Includes future interest payments 5,834,451 4,745,491 2,083,221 225,775 137,551 — 646,408 1,414,343 15,087,240 17,619,081 — — — 17,619,081 — — — 92,737,802 36,010,573 580,143 129,328,518 13,139,027 599,806 — 3,201,900 25,201,719 11,129,392 39,533,011 1,051,532 — 17,619,081 95,939,702 61,212,292 11,709,535 186,480,610 14,190,559 599,806 — — — — — — — — — 17,619,081 4,628,187 285,671 1,169,232 655,500 898,615 147,955 168,643 59,703 59,487 151,140,344 — — — — — — — — — 40,584,543 4,628,187 285,671 1,169,232 655,500 898,615 147,955 168,643 59,703 59,487 209,343,968 Parent Bank 2011 Within 1 Year Beyond 1 Year Total On Demand Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA HFT securities* AFS equity securities* Loans and receivables 4,607,502 12,948,260 1,851,226 1,097,596 — — — 20,504,584 On Demand Parent Bank 2012 Within 1 Year Beyond 1 Year — 4,493,004 — 1,009 — 435,898 20,959,981 42,877,402 68,767,294 — 18,440,856 — — — 249,148 2,127,222 48,032,079 68,849,305 Total 5,834,451 27,679,351 2,083,221 226,784 137,551 685,046 23,733,611 92,323,824 152,703,839 Total *Includes equity securities, based on expected disposal **Includes future interest payments *Includes equity securities, based on expected disposal **Includes future interest payments On Demand On Demand Parent Bank 2012 Within 1 Year Beyond 1 Year Financial Liabilities Deposit liabilities Demand Savings** Time** LTNCD** Bills payable and SSURA** Accrued interest and other expenses Other liabilities Bills purchased - contra Cash letters of credit Accounts payable Margin deposits Manager’s check Outstanding acceptances Due to PDIC Due to Treasury of the Philippines Miscellaneous — 9,059,153 — 1,009 1,834,725 21,810,329 36,912,068 69,617,284 — 10,490,054 — — — 663,032 41,832,083 52,985,169 4,607,502 32,497,467 1,851,226 1,098,605 1,834,725 22,473,361 78,744,151 143,107,037 Parent Bank 2011 Within 1 Year Beyond 1 Year Total 12,929,685 — — — 12,929,685 — — — 96,659,437 35,725,122 471,438 132,855,997 8,564,261 587,579 — — 7,872,565 9,342,922 17,215,487 — — 12,929,685 96,659,437 43,597,687 9,814,360 163,001,169 8,564,261 587,579 — — — — — — — — — 12,929,685 3,018,208 1,255,053 1,088,285 1,119,049 789,926 183,769 153,779 61,292 13 149,677,211 — — — — — — — — — 17,215,487 3,018,208 1,255,053 1,088,285 1,119,049 789,926 183,769 153,779 61,292 13 179,822,383 * Includes equity securities, based on expected disposal ** Includes future interest payments 110 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 111 Market Risk Market risk is the risk of loss to future earnings, fair values or future cash flows that may result from changes in the price of a financial instrument. Trading portfolios are exposed to market risk because the values of trading positions are sensitive to changes in market prices. Assets and liabilities portfolios are affected by market risks because the revenues derived from these activities, such as securities gains and losses and net interest income are sensitive to changes in interest and foreign exchange rates. The Bank’s market risk originates from its holdings of foreign exchange instruments, debt securities and derivatives. Market risks are monitored on a daily basis by the RMD, which functions independently from the business units. The Group uses various loss limits and risk measurement methodologies as follows: • • • • • • The limitations of the VaR methodology are recognized by supplementing VaR limits with other position and sensitivity limit structures, including limits to address potential concentration risks within each trading portfolio. In addition, the Bank uses a wide range of stress tests to model the financial impact of a variety of exceptional market scenarios on individual trading portfolios and the Bank’s overall position. Interest Rate Risk Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. The Bank measures the sensitivity of its assets and liabilities to interest rate fluctuations by way of gap analysis. The analysis provides the Bank with a measure of the impact of changes in interest rates on the accrual portfolio or reported earnings (the risk exposure of future accounting income). The repricing gap is calculated by subtracting the interest rate sensitive liabilities in each time bucket from interest rate sensitive assets to produce repricing gap for that particular time bucket. The difference in the amount of assets and liabilities maturing would then give the Bank an indication of its exposure to the risk of potential changes in net interest income. Stop loss limits Loss alert limits Position limits Mark-to-market valuation Value-at-Risk (VaR) Earnings-at-Risk (EaR) VaR Methodology Assumptions and Parameters The Bank computes the statistical VaR to estimate the maximum potential loss that can be incurred in its trading books under normal market conditions given a specified confidence level and holding period. VaR is one of the key measures in the Bank’s management of market risk. The Bank uses a 1-day and a 10-day holding period for its foreign exchange VaR and interest rate VaR, respectively. The Bank adopts a historical simulation approach using a 99.0% confidence level and a 260day observation period in its VaR calculation. The Bank’s VaR limit is agreed annually by the Treasury Group and RMD and presented to the RMC based on the tolerable risk appetite of the Bank. Monitoring reports, which include the VaR figures and exposures to VaR limits are sent to the risktaking units on a daily basis. These are also reported monthly to the RMC. The VaR figures are backtested against actual and unrealized profit and loss of the trading book to validate the robustness of the VaR model. While VaR measures risk during times of normality, it is supplemented with stress testing, which is used to measure the potential effect of a crisis or low probability event. The RMD conducts stress testing to measure and monitor market risks in extreme market conditions. Results of backtesting and stress testing are reported to the RMC on a monthly basis. Although VaR is an important tool for measuring market risk, the assumptions on which the model is based do give rise to the following limitations: • The holding period assumes that it is possible to hedge or dispose of positions within that period. This is considered to be a realistic assumption in almost all cases but may not be the case in situations in which there is severe market illiquidity for a prolonged period; • A 99.0% confidence level does not reflect losses that may occur beyond this level. Even within the model used, there is a one percent probability that losses could exceed the VaR; • VaR is calculated on an end-of-day basis and does not reflect exposures that may arise on positions during the trading day; • The use of historical data as a basis for determining the possible range of future outcomes may not always cover all possible scenarios, especially those of an exceptional nature; • The VaR measure is dependent upon the Bank’s position and the volatility of market prices; and • The VaR of an unchanged position reduces if the market price volatility declines and vice versa. A positive gap occurs when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and is favorable to the Bank during a period of rising interest rates since it is in a better position to invest in higher yielding assets more quickly than it would need to refinance its interest bearing liabilities. Conversely, during a period of falling interest rates, a positively gapped position could result in a restrained growth for or even declining net interest income. The Group also monitors its exposure to fluctuations in interest rates by measuring the impact of interest rate movements on its interest income. This is done by modeling the impact and doing a sensitivity scenario analysis of various changes in interest rates to the Group’s interest-related income and expenses. The following table sets forth the repricing gap position of the Parent Bank as at December 31, 2012 and 2011: Up to 1 month 2012 1 to 3 months 3 to 6 months 6 to 12 months Total Financial assets Due from BSP Due from other banks Interbank loans receivable Loans and receivables Financial assets at FVPL AFS investments Total financial assets 2,000 1 227 1,094 4,654 4,228 12,204 — — — 27,007 15,212 15,201 57,420 — — — 3,640 — 205 3,845 — 1,873 — 305 — — 2,178 2,000 1,874 227 32,046 19,866 19,634 75,647 Financial Liabilities Deposit liabilities Time Bills payable Total financial liabilities 32,090 8,422 40,512 3,490 2,470 5,960 42 — 42 365 1,011 1,376 35,987 11,903 47,890 ( 28,308) (28,308) 51,460 23,152 3,803 26,955 802 27,757 27,757 — Up to 1 month 1 to 3 months 2011 3 to 6 months 6 to 12 months Total Financial assets Due from BSP Due from other banks Interbank loans receivable Loans and receivables Financial assets at FVPL HTM investments Total financial assets 1,498 961 26,450 1,742 4,010 34,661 — — 5,639 11 12,876 18,526 — — 3,062 — — 3,062 — — 7,063 — 219 7,282 1,498 961 42,214 1,753 17,105 63,531 Financial Liabilities Deposit liabilities Demand Savings Time Bills payable Other liabilities Total financial liabilities — — 30,039 7,783 37,822 75,644 — — 1,493 646 2,139 4,278 — — 279 — 279 558 1,584 60,738 1,203 — 63,525 127,050 1,584 60,738 33,014 8,429 103,765 207,530 Repricing Gap Cumulative Gap A summary of the VaR position of the trading portfolios of the Bank as at December 31, 2012 and 2011 is as follows: 2012 Foreign currency risk Interest rate risk At Dec 31 619 9,156 Average 7,702 52,765 Maximum 21,101 118,905 Minimum 45 6,889 At Dec 31 Average 2,530 21,025 Maximum Minimum 6,884 30,787 18,665 69,738 37 5,001 2011 Foreign currency risk Interest rate risk The total interest rate risk VaR of the fixed income instruments in the portfolios of the Bank as at December 31, 2012 and 2011 is as follows: 2012 At Dec 31 Average Maximum Minimum Interest rate risk 365,616 319,897 566,712 87,594 2011 Interest rate risk 112 / UCPB 2012 Annual Report At Dec 31 Average Maximum Minimum 275,100 196,661 328,627 77,714 Repricing Gap Cumulative Gap ( 40,983) (40,983) 14,248 (26,735) 2,504 (24,231) ( 119,768) (143,999) ( 143,999) — UCPB 2012 Annual Report / 113 The following table sets forth, for the period indicated, the impact of changes in interest rates on the Parent Bank’s net interest income: The following tables summarize the Parent Bank’s exposure to foreign exchange risk as at December 31, 2012 and 2011. Included in the table are the Parent Bank’s assets and liabilities at carrying amounts, categorized by currency (amounts in USD): 2012 Changes in interest rates (in basis points) Change on annualized net interest income: PHP USD +50 ( 15,120) 5,624 ( 9,496) -50 15,120 (5,624) 9,496 +100 ( 13,775) 8,415 ( 5,360) -100 13,775 (8,415) 5,360 2011 Changes in interest rates (in basis points) Change on annualized net interest income: PHP USD +50 ( 53,854) 7,866 ( 45,988) -50 53,854 (7,866) 45,988 +100 -100 ( 48,437) 9,833 ( 38,604) 48,437 (9,833) 38,604 Given the repricing position of the assets and liabilities of the Parent Bank as at December 31, 2012 and 2011, if interest rates increased by 100 basis points, the Parent Bank would expect annualized interest income to decrease by 5.4 million and 38.6 million, respectively. This EaR computation is accomplished monthly. Assets Cash and due from BSP Due from other banks Interbank loans receivable Financial assets at FVPL AFS financial assets HTM investments Loans and receivables Other assets Liabilities Deposit liabilities Bills payable Accrued taxes, interest and other expenses Other liabilities Net Exposure The following table sets forth the estimated change in equity due to a reasonably possible change in market prices of quoted bonds classified under AFS financial assets, brought about by movement in the interest rate curve as at December 31, 2012 and 2011: Changes in interest rates (in basis points) Change in equity Changes in interest rates (in basis points) Change in equity Changes in interest rates (in basis points) Change in equity Changes in interest rates (in basis points) Change in equity +50 ( 421,384) Consolidated 2012 -50 +100 421,784 ( 841,968) -100 844,368 +50 ( 561,763) Consolidated 2011 -50 +100 617,997 ( 1,129,205) -100 1,244,781 +50 ( 412,884) Parent Bank 2012 -50 +100 412,884 ( 825,767) -100 825,767 +50 ( 583,763) Parent Bank 2011 -50 +100 603,697 ( 1,129,105) Assets Cash and due from BSP Due from other banks Interbank loans receivable Financial assets at FVPL AFS financial assets HTM investments Loans and receivables Other assets Liabilities Deposit liabilities Bills payable Accrued taxes, interest and other expenses Other liabilities Net Exposure USD 2012 Others Total 11,118 42,507 5,500 5,695 231,494 — 218,984 2,391 517,689 36 1,395 — — 94 — 27 — 1,552 11,154 43,902 5,500 5,695 231,588 — 219,011 2,391 519,241 407,757 62,887 473 11,014 482,131 35,558 438 — — 30 468 1,084 408,195 62,887 473 11,044 482,599 36,642 USD 2011 Others Total 11,986 34,455 25,036 2,862 204,646 — 138,782 3,533 421,300 319 3,567 — 13 2,564 — 1,062 — 7,525 12,305 38,022 25,036 2,875 207,210 — 139,844 3,533 428,825 372,058 11,300 263 37,220 420,841 459 914 — — 2,008 2,922 4,603 372,972 11,300 263 39,228 423,763 5,062 The following table sets forth, for the period indicated, the impact of reasonably possible changes in foreign exchange rates on the Parent Bank’s pretax income and equity: -100 1,251,181 Foreign Currency Risk Foreign currency risk is the probability of loss to earnings or capital arising from changes in foreign exchange rates. The Group takes on exposure to effects of fluctuations in the current foreign currency exchange rates on its financial performance and cash flows. The Parent Bank manages its exposure to effects of fluctuations in the foreign currency exchange rates by maintaining foreign currency exposure within the existing regulatory guidelines and at a level that it believes to be relatively conservative for a financial institution engaged in that type of business. Banks are required by the BSP to match the foreign currency liabilities with the foreign currency assets held in the FCDU. In addition, the BSP requires a 30.0% liquidity reserve on all foreign currency liabilities held in the FCDU. The Parent Bank’s policy is to maintain foreign currency exposure within acceptable limits and within existing regulatory guidelines. The Parent Bank believes that its foreign currency exposure on its assets and liabilities is within conservative limits for a financial institution engaged in this type of business. Currency USD Others Currency USD Others Change in Currency Rate in % 2012 Effect on Profit before Tax Effect on Equity Change in Currency Rate in % 2011 Effect on Profit before Tax 1% 1% 1,462 2,224 1,462 2,224 1% 1% ( 5,373) 1,124 5,575 893 -1% -1% (1,462) (2,224) (1,462) (2,224) -1% -1% 5,373 (1,124) (5,575) (893) Effect on Equity Equity Price Risk Equity price risk is the risk of loss arising from movements in equity prices. The Bank manages its exposures to equity prices by way of stop loss limits. The BOD approves limits on the amount of potential loss that may be undertaken, which is monitored daily by the RMD and reported to the RMC. The effect of equity price fluctuations is insignificant, therefore, the sensitivity analysis was not presented. The Group does not present a sensitivity analysis on the impact on profit and loss and equity based on the reasonably possible change of foreign currency since its subsidiaries’ exposure to foreign currency risk is minimal. 114 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 115 6. Fair Value Measurement The methods and assumptions used by the Group and the Parent Bank in estimating the fair value of financial instruments are: Cash and Other Cash Items, Due from BSP and Other Banks and Interbank Loans Receivable and SPURA Carrying amounts approximate fair values considering that these accounts consist mainly of overnight deposits and floating rate placements. Trading and Investment Securities Fair values of debt securities (financial assets at FVPL, AFS financial assets and HTM investments) and equity securities (financial assets at FVPL and AFS financial assets) are generally based on quoted market prices. Where the debt securities are not quoted or the market prices are not readily available, the Group used internal valuation techniques using generally accepted market valuation models. For equity securities that are not quoted, the investments are carried at cost less allowance for impairment losses due to the unpredictable nature of future cash flows and the lack of suitable methods of arriving at a reliable fair value. Derivative Instruments Fair values are based on quoted market prices, prices provided by independent parties, or prices derived using acceptable valuation models. Loans and Receivables Fair values of loans and receivables are estimated using the discounted cash flow methodology, using current incremental lending rates for similar types of loans. Where the instrument reprices on a quarterly basis or has a relatively short maturity, the carrying amounts approximate fair values. Deposit Liabilities and Bills Payable Carrying amounts of demand and savings deposit liabilities approximates fair value considering that these are due and demandable. Carrying amounts of bills payable approximates fair value due to their short term maturities. Fair values of time deposit liabilities and LTNCDs are estimated using the discounted cash flow methodology, using current incremental borrowing rates for similar borrowings with maturities consistent with those remaining for the liability being valued. Other Liabilities Carrying amounts of other liabilities approximate fair values in view of the relatively short-term maturities of these instruments. The following tables summarize the carrying amounts and fair values of the financial assets and liabilities Accounts receivable Other receivables Other assets - security deposit with PCHC 2012 Consolidated Parent Bank Carrying Amount Fair Value Carrying Amount Fair Value 836,669 254,506 807,269 225,106 123,611 123,611 — — 18,439 18,439 — — 90,299,937 94,108,426 81,016,191 81,675,620 179,210,387 187,540,451 168,676,153 173,804,995 2012 Consolidated Parent Bank Carrying Amount Fair Value Carrying Amount Fair Value Financial Liabilities Deposit liabilities Demand Savings Time LTNCD Bills payable Accrued interest and other expenses * Other liabilities Bills purchased - contra Accounts payable Manager’s checks Margin deposits Deposits on lease contracts Cash letters of credit Due to PDIC Outstanding acceptances Due to Treasurer of the Philippines Derivative liabilities Miscellaneous 17,848,937 98,313,724 47,160,888 9,443,866 172,767,415 14,917,502 646,980 17,848,937 98,313,724 45,675,916 10,105,821 171,944,398 14,917,502 646,980 17,619,081 95,927,015 44,626,234 9,443,866 167,616,196 13,867,994 364,409 17,619,081 95,927,015 43,157,308 10,105,821 166,809,225 13,867,994 364,409 4,631,187 1,241,861 973,031 655,500 412,242 285,671 168,642 147,955 63,081 59,487 64,274 197,034,828 4,631,187 1,241,861 973,031 655,500 412,242 285,671 168,642 147,955 63,081 59,487 64,274 196,211,811 4,628,187 1,169,232 898,615 655,500 — 285,671 168,643 147,955 59,703 59,487 — 189,921,592 4,628,187 1,169,232 898,615 655,500 — 285,671 168,643 147,955 59,703 59,487 — 189,114,621 * Excludes accrued taxes payable 2012 Consolidated Parent Bank Carrying Amount Fair Value Carrying Amount Fair Value Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA Financial assets at FVPL Debt securities Government Private Quoted equity securities Derivative assets AFS financial assets Debt securities Government Private Equity securities Quoted Unquoted HTM investments Government debt securities Loans and receivables Receivables from customers Corporate loans Consumer loans Unquoted debt securities Sales contracts receivable Accrued interest receivable (Forward) 116 / UCPB 2012 Annual Report 5,978,605 28,254,415 2,208,451 226,775 36,668,246 5,978,605 28,254,415 2,208,451 226,775 36,668,246 5,834,451 27,679,351 2,083,221 226,775 35,823,798 5,834,451 27,679,351 2,083,221 226,775 35,823,798 311,414 124,760 254,161 137,551 827,886 311,414 124,760 254,161 137,551 827,886 311,138 124,760 249,148 137,551 822,597 311,138 124,760 249,148 137,551 822,597 15,002,932 7,473,138 15,002,932 7,473,138 14,834,567 7,473,138 14,834,567 7,473,138 485,880 293,171 23,255,121 485,880 293,171 23,255,121 396,517 292,571 22,996,793 396,517 292,571 22,996,793 28,159,197 32,680,772 28,016,774 32,486,187 57,137,496 23,250,704 6,870,196 654,734 1,408,088 58,327,104 26,184,751 7,163,591 628,336 1,408,088 51,389,969 20,303,829 6,601,192 561,720 1,352,212 50,032,634 22,669,846 6,865,869 529,953 1,352,212 2011 Consolidated Parent Bank Carrying Amount Fair Value Carrying Amount Fair Value Financial Assets Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA Financial assets at FVPL Debt securities Government Private Quoted equity securities Derivative assets AFS financial assets Debt securities Government Private Equity securities Quoted Unquoted HTM investments Government debt securities Loans and receivables Receivables from customers Corporate loans Consumer loans Unquoted debt securities (Forward) 4,757,246 32,579,118 1,898,901 1,225,579 40,460,844 4,757,246 32,579,118 1,898,901 1,225,579 40,460,844 4,607,502 32,305,984 1,851,226 1,098,579 39,863,291 4,607,502 32,305,984 1,851,226 1,098,579 39,863,291 1,673,691 82,994 63,675 110,964 1,931,324 1,673,691 82,994 63,675 110,964 1,931,324 1,668,573 82,994 61,365 110,964 1,923,896 1,668,573 82,994 61,365 110,964 1,923,896 13,126,687 6,003,720 13,126,687 6,003,720 12,961,114 6,003,720 12,961,114 6,003,720 454,301 149,627 19,734,335 454,301 149,627 19,734,335 405,155 148,557 19,518,546 405,155 148,557 19,518,546 28,216,682 32,229,607 28,073,365 32,035,358 41,097,910 17,876,504 8,213,719 41,076,531 18,758,609 8,550,643 38,299,781 14,555,310 7,932,107 38,459,492 16,440,407 8,129,705 UCPB 2012 Annual Report / 117 2011 Consolidated Parent Bank Carrying Amount Fair Value Carrying Amount Fair Value 1,063,640 764,768 994,502 719,334 1,415,629 1,415,629 1,379,273 1,379,273 456,883 241,711 729,089 218,723 393,425 393,425 — — 445,707 445,707 — — 70,963,417 71,647,023 63,890,062 65,346,934 161,306,602 166,003,133 153,269,160 158,688,025 Sales contracts receivable Accrued interest receivable Accounts receivable Other receivables Other assets - security deposit with PCHC 2011 Consolidated Parent Bank Carrying Amount Fair Value Carrying Amount Fair Value Bills payable Accrued interest and other expenses * Other liabilities Bills purchased - contra Cash letters of credit Accounts payable Margin deposits Manager’s checks Deposits on lease contracts Outstanding acceptances Due to PDIC Due to Treasurer of the Philippines Derivative liabilities Miscellaneous 13,007,774 98,722,144 45,284,080 7,593,890 164,607,888 8,757,569 531,396 13,010,823 99,020,647 43,406,172 7,669,289 163,106,931 8,757,569 531,396 12,929,685 96,478,317 43,528,507 7,593,890 160,530,399 8,431,403 587,579 12,917,380 96,490,621 41,514,381 7,669,289 158,591,671 8,431,403 587,579 3,021,230 1,255,053 1,176,681 1,119,049 836,404 304,245 183,769 153,779 64,669 4,286 63,419 182,079,437 3,021,230 1,255,053 1,176,681 1,119,049 836,404 304,245 183,769 153,779 64,669 4,286 63,419 180,578,480 3,018,208 1,255,053 1,088,285 1,119,049 789,925 — 183,769 153,779 61,292 4,286 13 177,223,040 3,018,208 1,255,053 1,088,285 1,119,049 789,925 — 183,769 153,779 61,292 4,286 13 175,284,312 * Excludes accrued taxes payable The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; • Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and • Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy. Consolidated AFS Financial Assets Debt securities Government Private Quoted equity securities 118 / UCPB 2012 Annual Report Financial Assets at FVPL Debt securities Government Private Quoted equity securities Derivative assets AFS Financial Assets Debt securities Government Private Quoted equity securities Note 9 9 Level 1 Level 2 1,673,691 82,994 63,675 — — — — 110,964 13,126,687 5,573,956 454,301 20,975,304 — 429,764 — 540,728 Parent 2011 Total Level 1 Level 2 Total 1,673,691 82,994 63,675 110,964 1,668,573 82,994 61,365 — — — — 110,964 1,668,573 82,994 61,365 110,964 13,126,687 6,003,720 454,301 21,516,032 12,961,114 5,573,956 405,155 20,753,157 — 429,764 — 540,728 12,961,114 6,003,720 405,155 21,293,885 As at December 31, 2012 and 2011, there are no financial assets and liabilities classified under Level 3. Financial Liabilities Deposit liabilities Demand Savings Time LTNCD Financial Assets at FVPL Debt securities Government Private Quoted equity securities Derivative assets Consolidated Note 9 Level 1 Level 2 311,414 124,760 254,161 — — — — 137,551 15,002,932 7,253,421 485,880 23,432,568 — 219,717 — 357,268 7. Due from Bangko Sentral ng Pilipinas This account consists of: Demand deposit account Special deposit account Reserve deposit account Consolidated 2012 2011 26,254,415 13,391,118 2,000,000 10,100,000 — 9,088,000 28,254,415 32,579,118 Parent Bank 2012 2011 25,679,351 13,205,984 2,000,000 10,100,000 — 9,000,000 27,679,351 32,305,984 The demand deposit account earned average annual interest of 0% in 2012 and 1.6% in 2011. The special deposit account earned average annual interest of 3.6% in 2012 and 4.3% in 2011. Reserve deposit account (RDA), on the other hand, earned average annual interest of 0.1% to 0.8% in 2012 and 0.1% to 0.4% in 2011. The RDA facility was discontinued and the BSP no longer accepted new RDA placements from banks upon effectivity of BSP Circular No. 753, which contains the rules and regulations for unification of the statutory and liquidity reserve requirements effective on the reserve week starting in April 2012. There were no existing RDAs as at December 31, 2012. In 2012 and 2011, interest income on placement with BSP amounted to 122.5 million and 240.5 million, respectively, for the Group and 119.6 million and 236.6 million, respectively, for the Parent Bank. 8. Interbank Loans Receivable and Securities Purchased under Resale Agreements This account consists of: Parent 2012 Total During the years ended December 31, 2012 and 2011, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurement. Level 1 Level 2 Total 311,414 124,760 254,161 137,551 311,138 124,760 249,148 — — — — 137,551 311,138 124,760 249,148 137,551 15,002,932 7,473,138 485,880 23,789,836 14,834,567 7,253,421 396,517 23,169,551 — 219,717 — 357,268 14,834,567 7,473,138 396,517 23,526,819 9 Interbank loans receivable Securities purchased under resale agreements Consolidated 2012 2011 226,775 1,098,579 — 127,000 226,775 1,225,579 Parent Bank 2012 2011 226,775 1,098,579 — — 226,775 1,098,579 Interbank loans receivable have maturities of one day to three months and earn annual interest of 2.0% to 4.3% and 1.0% to 4.8% for Philippine peso-denominated receivables and 0.02% to 2.1% and 0.1% to 0.8% for US dollar-denominated receivables in 2012 and 2011, respectively. As at December 31, 2011, the Group’s outstanding balance of SPURA represents overnight placements with BSP where the underlying collateral securities cannot be sold or re-pledged. As at December 31, 2012, the Group has no outstanding balance of SPURA. UCPB 2012 Annual Report / 119 HTM Investments HTM investments as at December 31, 2012 and 2011 are composed of government securities. 9. Trading and Investments Securities The Group’s HTM investments earn annual interest of 2.8% to 18.3% and 3.8% to 18.3% in 2012 and 2011, respectively, for Philippine peso-denominated investments while its US dollar-denominated investments earn annual interest of nil and 6.3% to 6.8% in 2012 and 2011, respectively. This account consists of the following: Financial Assets at FVPL Consolidated 2012 2011 Held-for-trading Debt securities: Government Private Quoted equity securities Derivative assets 311,414 124,760 436,174 254,161 690,335 137,551 827,886 1,673,691 82,994 1,756,685 63,675 1,820,360 110,964 1,931,324 Parent Bank 2012 2011 311,138 124,760 435,898 249,148 685,046 137,551 822,597 1,668,573 82,994 1,751,567 61,365 1,812,932 110,964 1,923,896 Philippine peso-denominated debt securities classified as financial assets at FVPL earn annual interest of 2.4% to 8.8% and 0.8% to 8.8% in 2012 and 2011, respectively. US dollar-denominated debt securities classified as financial assets at FVPL earn annual interest of 2.1% to 7.0% and 3.8% to 7.0% in 2012 and 2011, respectively. The Parent Bank’s HTM investments earn annual interest of 2.8% to 10.8% and 3.8% to 7.8% in 2012 and 2011, respectively. On various dates in 2011, the Parent Bank sold HTM investments with aggregate carrying amount of 3.2 billion thereby realizing gains of 0.3 billion. As a result of these disposals, the Group and the Parent Bank is prohibited under PFRS from classifying any financial asset as HTM in 2011 and until 2013. However, as at December 31, 2012, the Group and the Parent Bank continue to classify government securities as HTM investments with an aggregate carrying amount of 28.2 billion and 28.0 billion, respectively, with fair value of 32.7 billion and 32.5 billion, respectively. The Parent Bank’s remaining HTM investments were funded from the P30.0 billion savings deposits maintained by the NG with the Parent Bank as part of the concessions granted by the MB, in its resolution No. 590, in the Amended Rehabilitation Plan (see Note 16). Had the Parent Bank reclassified these HTM investments to AFS financial assets, net unrealized gain on AFS financial assets of the Group and of the Parent Bank, which is included in the equity section of the statement of financial position, would have increased by 4.5 billion. On December 28, 2012, the BSP approved the exemption of the remaining HTM investments from the “tainting rule” as required per MORB Subsection X388.5 (b), however, the Group and the Parent Bank is prohibited from using the HTM account for other debt securities investments from 2011 to 2013. Interest Income and Trading and Securities Gains (Losses) For the year ended December 31, 2012 and 2011, interest income on trading and investment securities follows: AFS Financial Assets This account consists of the following: Consolidated 2012 2011 Debt securities: Government Private Equity securities: Quoted Unquoted Less: Allowance for impairment losses Parent Bank 2012 2011 15,002,932 7,473,138 22,476,070 13,126,687 6,003,720 19,130,407 14,834,567 7,473,138 22,307,705 12,961,114 6,003,720 18,964,834 485,880 630,571 1,116,451 23,592,521 337,400 23,255,121 476,642 635,569 1,112,211 20,242,618 508,283 19,734,335 396,517 629,895 1,026,412 23,334,117 337,324 22,996,793 427,496 634,424 1,061,920 20,026,754 508,208 19,518,546 Philippine peso-denominated debt securities classified as AFS financial assets earn annual interest of 2.5% to 8.5% and 3.2% to 8.9% in 2012 and 2011, respectively. US dollar-denominated debt securities classified as AFS financial assets earn annual interest of 1.9% to 12.0% in 2012 and 2011. Unquoted equity securities represent long-term investments of the Group and the Parent Bank and are not actively traded in the market. The Group and the Parent Bank do not intend to sell these securities in the near future. The Group’s and the Parent Bank’s investments in unquoted equity shares include shares of stock of ASEAN Finance Corporation (AFC), with acquisition cost of Singaporean dollars (SGD) 5 million ( 168.1 million and 169.0 million as at December 31, 2012 and 2011, respectively). As at December 31, 2012 and 2011, the related allowance for impairment losses on such equity securities amounted to 38.0 million and 38.3 million, respectively (see Note 15). Investments in unquoted equity securities also include investments in public utilities and other private companies. The movements of net unrealized gains on AFS financial assets are as follows: Balance at beginning of year Unrealized gains during the year Amounts realized in profit or loss Balance at the end of year Consolidated 2012 2011 523,533 139,896 595,709 1,564,781 (212,072) (1,442,513) 645,801 523,533 Parent 2012 492,935 1,526,381 (1,431,736) 587,580 Bank 2011 115,768 587,921 (210,754) 492,935 As at December 31, 2012 and 2011, the unrealized gains on AFS financial assets presented in equity is net of deferred taxes amounting to 24.5 million and 15.8 million, respectively (see Note 24). 120 / UCPB 2012 Annual Report Financial assets at FVPL AFS financial assets HTM investments Consolidated 2012 2011 149,263 149,397 1,122,743 857,851 2,176,818 2,413,810 3,448,824 3,421,058 Parent Bank 2012 2011 144,919 143,129 1,106,962 852,042 2,162,037 2,398,969 3,413,918 3,394,140 For the year ended December 31, 2012 and 2011, trading and securities gains (losses) consists of the following: Consolidated 2012 2011 Financial assets at FVPL HFT securities Realized Unrealized Derivatives AFS financial assets HTM investments Unquoted debt securities classified as loans 283,665 5,714 3,191 292,570 1,442,513 — 81,037 1,816,120 303,903 16,358 (41,108) 279,153 212,072 335,213 72,768 899,206 Parent Bank 2012 2011 270,360 5,682 3,191 279,233 1,431,736 — 81,036 1,792,005 295,433 16,985 (41,108) 271,310 210,754 335,213 72,768 890,045 Reclassification of Financial Assets 2008 was characterized by a substantial deterioration in global market conditions, including severe shortage of liquidity and credit availability. These conditions led to a reduction in the level of market activity for many assets and the inability to sell other than at substantially lower prices. Following the amendments to PAS 39 and PFRS 7 effective July 1, 2008, and as a result of the contraction in the market for many classes of assets, the Group reviewed its financial assets that were classified as HFT and AFS financial assets, in order to determine whether the classification remained appropriate. Reclassification from Financial Assets at FVPL to HTM Investments The Parent Bank identified financial assets eligible under the amendments, and reclassifications were made on September 11, 2008. Where it was determined that the Parent Bank no longer intended to trade, management reviewed the instruments to determine whether it was appropriate to reclassify to AFS investments, HTM investments or Loans and receivables. The reclassification was performed where the Parent Bank, at the reclassification date, had the clear intention and ability to hold the financial asset for the foreseeable future or until maturity. In 2011, all remaining government debt securities reclassified from financial assets at FVPL to HTM investments with total carrying amount of 331.0 million were sold on various dates for net gains of 54.3 million. As at December 31, 2012, there are no outstanding debt securities reclassified from financial assets at FVPL to AFS financial assets, HTM investments or loans and receivables. UCPB 2012 Annual Report / 121 Reclassifications from AFS Financial Assets to HTM Investments As a result of change in intention, on September 11, 2008, the Parent Bank reclassified certain AFS financial assets to HTM investments. The Parent Bank established the positive intention and ability to hold these investments until maturity. In 2011, all securities reclassified from AFS financial assets to HTM investments with total carrying amount of 2.7 billion were sold on various dates for net gains of 277.6 million. Structured Notes The Parent Bank invested in structured notes, which are broadly defined as bond instruments (which can be floating rate, fixed rate or zero coupon) embedded with forwards or options that are linked to interest indices and reference credits (or reference entities). The Parent Bank also has structured investments that contain enhanced coupons - such as a bonus interest rate where the Parent Bank will receive additional interest when the ROP-credit default swap (CDS) spread will fall within a certain range. The movements in the fair values of the derivatives follow: 2012 106,678 32,242 (60,856) 78,064 Balance at beginning of year Changes in fair value during the year Fair value of settled contracts Balance at end of year 2011 214,250 (6,753) (100,819) 106,678 Changes in fair value of derivatives other than currency forwards amounting to 3.2 million and ( 41.1 million) in 2012 and 2011, respectively, are included under “Trading and securities gains (losses)” in the statement of income. Changes in fair value of currency forwards amounting to 29.1 million and 34.4 million in 2012 and 2011, respectively, are included under “Foreign exchange gains (losses)” in the statement of income. As at December 31, 2012 and 2011, the host instruments of the structured notes described above are included under “AFS financial assets” and “Loans and receivables” in the statement of financial position, while the embedded derivatives were bifurcated and presented separately under “Financial assets or liabilities at FVPL” in the statement of financial position. 10. Loans and Receivables Shown below are the details of the carrying amounts of the host instruments and the embedded derivatives: Host instruments included in: AFS financial assets Loans and receivables Embedded derivatives included in: Derivative assets Note 2012 2011 10 — 11,970 211,660 26,824 40,998 40,536 This account consists of: Note Receivables from customers: Corporate loans Consumer loans Less: Unearned discounts The Parent Bank used market observable inputs and acceptable standard valuation models in calculating the fair values of the structured notes and the embedded derivatives. Market observable inputs are either directly based on estimates coming from independent pricing services or indirectly observed from historical and prevailing movements in critical valuation inputs. The fair values calculated by the Parent Bank are significantly affected by the choice of the valuation models and the underlying assumptions. Even if market observable inputs were used, fair value estimates may significantly change, in light of the judgment exercised in the selection of assumptions. Among the assumptions used include probability of default on the reference entity (as implied by market observable spreads), counterparty spread, volatility, interest rate curve estimation and recovery rate. Derivative Financial Instruments The succeeding table shows the fair values of the derivative financial instruments of the Parent Bank, recorded as derivative assets or derivative liabilities, together with the notional amounts. The notional amount is the amount of a derivative’s underlying asset, reference rate or index and is the basis upon which changes in the value of the derivative are measured. The notional amounts indicate the volume of transactions outstanding as at December 31, 2012 and 2011 and are not indicative of either market risk or credit risk. Freestanding derivatives: Forward exchange sold Warrants Forward exchange bought Forward exchange bought Embedded derivatives: Range accrual Index linked option Freestanding derivatives: Forward exchange bought Warrants Forward exchange sold Forward exchange bought Embedded derivatives: Range accrual Index linked option 122 / UCPB 2012 Annual Report Assets 2012 Liabilities Notional Amounts 66,580 29,223 750 — 9,134 — 50,168 185 US 60,000 US 68 US 33,000 SG 2,500 40,998 — 137,551 — — 59,487 US 14,688 US 5,000 Assets 2011 Liabilities Notional Amounts 35,569 31,210 3,072 577 — — 4,286 — US 1,068,250 US 68 US 55,000 SGD2,500 40,536 — 110,964 — — 4,286 US 14,688 US 5,000 Unquoted debt securities Accrued interest receivable Accounts receivable Sales contracts receivable Other receivables Less: Allowance for credit and impairment losses 9 15 Consolidated 2012 2011 Parent Bank 2012 2011 60,247,336 24,752,145 84,999,481 293,861 45,059,522 18,960,889 64,020,411 337,212 55,836,428 20,577,311 76,413,739 51,724 42,000,485 15,513,298 57,513,783 137,013 84,705,620 6,870,196 1,457,506 933,871 700,050 511,341 63,683,199 8,213,719 1,449,519 705,005 1,083,069 393,425 76,362,015 6,601,192 1,403,676 1,129,753 608,739 — 57,376,770 7,932,107 1,407,951 961,275 1,011,499 — 95,178,584 5,637,371 75,527,936 5,010,226 86,105,375 5,339,184 68,689,602 4,799,540 89,541,213 70,517,710 80,766,191 63,890,062 Sales contracts receivable arise mainly from the sale of foreclosed properties booked under “Investment properties” account. Accounts receivable mainly consists of amounts due from customers and other parties under open-account arrangements, claims such as tax refund and insurance proceeds, receivables from employees, receivable from BSP and other miscellaneous receivables. In 2012 and 2011, unquoted Philippine peso-denominated debt securities consist of private securities with EIR ranging from 2.8% to 10.8% and 6.2% to 10.8%, respectively. In 2012 and 2011, unquoted US dollar-denominated debt securities consist of private securities with EIR ranging from 4.4% to 19.7% and 3.4% to 19.7%, respectively. In 2008, the Parent Bank entered into a sale agreement covering certain zero coupon-bearing bonds with total face amount of US$44.7 million or 2.1 billion. The objective of this sale agreement was to convert the zero coupon-bearing bonds into coupon-earning instruments. Based on the derecognition principles of PAS 39, the sale did not qualify for derecognition because the significant risks and rewards on the bonds remained with the Parent Bank. As at December 31, 2012 and 2011, the carrying amount of the bonds amounted to 501.8 million and 694.4 million, respectively. Interest income on loans and receivables consist of: Receivables from customers Unquoted debt securities Restructured loans Sales contracts receivable Others Consolidated 2012 2011 5,724,352 4,885,671 642,722 631,015 158,756 96,544 74,138 94,364 — 31 Parent Bank 2012 2011 4,734,302 3,977,814 625,284 604,635 142,639 89,849 68,990 91,426 — — 6,526,049 5,497,776 5,781,544 4,837,163 UCPB 2012 Annual Report / 123 semi-monthly installments, the total outstanding balance thereof shall be considered nonperforming at the same time that they become past due in accordance with existing BSP regulations, (i.e., the entire outstanding balance of the receivable shall be considered as past due when the total amount of arrearages reaches ten percent (10.0%) of the total receivable balance.) Restructured receivables which do not meet the requirements to be treated as performing receivables shall also be considered as NPLs. Regulatory Reporting As at December 31, 2012 and 2011, the breakdown of receivables from customers by type of security is as follows: Consolidated 2012 Amount Secured by: Real estate mortgage Chattel mortgage Assignment of deposits Rights other than above Other securities Unsecured 22,026,966 6,507,158 1,125,072 134,457 7,511,660 37,305,313 47,694,168 84,999,481 % 25.91 7.66 1.32 0.16 8.84 43.89 56.11 100.00 2011 Amount 20,945,572 6,379,415 871,841 1,404,484 6,651,790 36,253,102 27,767,309 64,020,411 Parent Bank % 32.72 9.96 1.36 2.20 10.39 56.63 43.37 100.00 2012 Amount 21,900,463 6,268,348 1,094,798 60,525 7,407,716 36,731,850 39,681,889 76,413,739 % 28.66 8.20 1.43 0.08 9.69 48.06 51.94 100.00 2011 Amount 19,120,771 5,933,665 871,841 1,404,484 5,804,300 33,135,061 24,378,722 57,513,783 The breakdown of restructured receivables from customers follows: % 33.25 10.32 1.52 2.44 10.09 57.62 42.39 100.00 As at December 31, 2012 and 2011, information on the concentration of credit as to industry of receivables from customers follows: Consolidated 2012 Amount Real estate, renting and business activities Manufacturing Wholesale and retail trade, repair of motor vehicles, motorcycles, personal and household goods Transport, storage and communication Agriculture, hunting and forestry, fishing Financial intermediaries Construction Other community, social and personal services activities Total Unearned discounts 22,217,909 12,464,599 % 26.14 14.66 2011 Amount 13,366,144 10,159,416 Consolidated 2012 2011 1,462,958 1,690,145 17,144 57,360 1,520,318 1,707,289 Corporate loans Consumer loans As at December 31, 2012 and 2011, restructured receivables from customers considered as NPLs amounted to 157.3 million and 567.7 million, respectively. Certain receivables from customers amounting to 919.0 million and nil as at December 31, 2012 and 2011, respectively, were rediscounted with the BSP (included under Bills Payable - BSP) under the rediscounting privileges of the Parent Bank (see Note 17). Parent Bank % 20.88 15.87 2012 Amount % 20,343,133 11,795,828 26.62 15.44 2011 Amount 12,516,891 9,293,508 % 21.76 16.16 12,071,323 14.20 14,890,774 23 .26 11,584,623 15.16 14,702,187 25.56 8,839,214 10.40 611,682 0.96 8,056,164 10.54 611,682 1.06 8,199,138 6,864,177 1,802,312 9.65 8.08 2.12 6,919,165 5,191,907 25,972 10.81 8.11 0.04 8,144,098 5,520,009 1,798,937 10.66 7.22 2.35 6,344,966 5,066,320 25,972 11.03 8.81 0.05 12,246,948 84,705,620 293,861 84,999,481 14.41 99.66 0.34 100.00 12,518,139 63,683,199 337,212 64,020,411 19.55 99.48 0.52 100.00 9,119,223 76,362,015 51,724 76,413,739 11.93 99.92 0.08 100.00 8,815,244 57,376,770 137,013 57,513,783 15.33 99.76 0.24 100.00 The BSP considers that loan concentration exists when the total loan exposure to a particular industry exceeds 30.0% of the total loan portfolio. The Group’s RMD constantly monitors the credit risk concentration of the Bank. 11. Property and Equipment The composition of and movements in property and equipment account follow: Note Cost Balance at beginning of year Additions Disposals Balance at end of year Accumulated depreciation and amortization Balance at beginning of year Depreciation and amortization Disposals Balance at end of year Net book value at end of year Land 101,678 57,912 (4,949) 154,641 13 — — — — 154,641 Current banking regulations allow banks with no unbooked valuation reserves and capital adjustments to exclude from nonperforming classification those receivables from customers classified as “Loss” in the latest examination of the BSP which are fully covered by allowance for credit losses, provided that interest on said receivables shall not be accrued. As at December 31, 2012 and 2011, nonperforming loans (NPLs) not fully covered by allowance for credit losses follow: Total NPLs Less: NPLs fully covered by allowance for credit and impairment losses Parent Bank 2012 2011 1,342,693 1,556,975 18,149 13,751 1,360,842 1,570,726 Consolidated 2012 2011 4,830,371 4,789,067 Parent Bank 2012 2011 4,444,962 4,519,229 1,943,505 2,886,866 2,547,449 1,897,513 3,006,647 1,782,420 2,914,069 1,605,160 Under banking regulations, NPLs shall, as a general rule, refer to loan accounts whose principal and/or interest remain unpaid for thirty (30) days or more after due date or after they have become past due in accordance with existing rules and regulations. This shall apply to loans payable in lump sum and loans payable in quarterly, semi-annual or annual installments, in which case, the total outstanding balance thereof shall be considered nonperforming. Note Cost Balance at beginning of year Additions Disposals Balance at end of year Accumulated depreciation and amortization Balance at beginning of year Depreciation and amortization Disposals Balance at end of year Net book value at end of year 13 Land Consolidated 2012 Furniture, Building and Fixtures and Leasehold Improvement Equipment Improvements Total 1,295,971 100,899 (118,364) 1,278,506 2,489,911 237,478 (116,839) 2,610,550 797,141 95,515 (5,768) 886,888 4,684,701 491,804 (245,920) 4,930,585 714,539 64,657 (107,691) 671,505 607,001 1,417,427 282,683 (59,766) 1,640,344 970,206 210,144 71,369 (464) 281,049 605,839 2,342,110 418,709 (167,921) 2,592,898 2,337,687 Consolidated 2011 Furniture, Building and Fixtures and Leasehold Improvement Equipment Improvements Total 100,703 975 — 101,678 1,036,794 259,177 — 1,295,971 2,702,373 433,145 (645,607) 2,489,911 506,535 320,091 (29,485) 797,141 4,346,405 1,013,388 (675,092) 4,684,701 — — — — 101,678 660,023 54,516 — 714,539 581,432 1,757,755 263,922 (604,250) 1,417,427 1,072,484 162,067 50,545 (2,468) 210,144 586,997 2,579,845 368,983 (606,718) 2,342,110 2,342,591 In the case of receivables that are payable in monthly installments, the total outstanding balance thereof shall be considered nonperforming when three (3) or more installments are in arrears. In the case of receivables that are payable in daily, weekly or 124 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 125 Note Cost Balance at beginning of year Additions Disposals Balance at end of year Accumulated depreciation and amortization Balance at beginning of year Depreciation and amortization Disposals Balance at end of year Net book value at end of year Land 13 2,329,596 191,943 (101,557) 2,419,982 751,980 70,159 (4,764) 817,375 4,457,110 363,404 (229,633) 4,590,881 — — — — 91,514 708,589 63,885 (107,690) 664,784 597,226 1,315,271 258,913 (48,761) 1,525,423 894,559 200,579 61,916 — 262,495 554,880 2,224,439 384,714 (156,451) 2,452,702 2,138,179 Land 13 Total 1,279,697 100,676 (118,363) 1,262,010 Parent Bank 2011 Furniture, Building and Fixtures and Leasehold Improvement Equipment Improvements Consolidated 2012 2011 Note 95,837 626 (4,949) 91,514 Note Cost Balance at beginning of year Additions Disposals Balance at end of year Accumulated depreciation and amortization Balance at beginning of year Depreciation and amortization Disposals Balance at end of year Net book value at end of year Parent Bank 2012 Furniture, Building and Fixtures and Leasehold Improvement Equipment Improvements Total 94,862 975 — 95,837 1,029,242 250,455 — 1,279,697 2,543,714 409,755 (623,873) 2,329,596 477,256 301,075 (26,351) 751,980 4,145,074 962,260 (650,224) 4,457,110 — — — — 95,837 654,573 54,016 — 708,589 571,108 1,653,194 247,020 (584,943) 1,315,271 1,014,325 156,630 43,949 — 200,579 551,401 2,464,397 344,985 (584,943) 2,224,439 2,232,671 As at December 31, 2012 and 2011, the cost of fully depreciated property and equipment still in use amounted to 943.9 million and 309.8 million, respectively, for the Group and 874.5 million and 246.6 million, respectively, for the Parent Bank. Acquisition cost: Associates UCPB-CIIF Finance and Development Corporation (UCFDC) (10.26% owned) Legaspi Oil Company, Inc. (LOCI) (17.50% owned) San Pablo Manufacturing Corporation (SPMC) (12.77% owned) Southern Luzon Coconut Oil Mills, Inc. (SLCOMI) (17.48% owned) Granexport Manufacturing Corporation (GMC) (2.84% owned) Accumulated equity in net income: Balance at beginning of year Share in net income of associates Balance at end of year Equity in net unrealized gain on AFS financial assets of associates Equity in translation adjustment Parent Bank 2012 2011 100,000 56,000 100,000 56,000 100,000 56,000 100,000 56,000 25,000 25,000 25,000 25,000 24,950 24,950 24,950 24,950 6,250 212,200 6,250 212,200 6,250 212,200 6,250 212,200 7,267,306 1,021,454 8,288,760 6,740,238 527,068 7,267,306 — — — — — — 920 303 8,502,183 426 2,644 7,482,576 — — 4,088,540 — — 3,919,787 Investments in CIIF Companies The Parent Bank established significant influence over UCFDC, LOCI, SPMC, SLCOMI and GMC through its direct ownership in such investee companies and through the exercise of its fiduciary functions as administrator of the CIIF. In addition, the Parent Bank has indirect investments in Cagayan de Oro Oil Co., Inc. (CDOOCI) and Iligan Coconut Industries, Inc. (ICII) through LOCI. LOCI, SPMC, SLCOMI, GMC, CDOOCI and ICII, herein referred to as the “CIIF Companies”, were established from the CIIF. The CIIF formed part of the Coconut Consumers Stabilization Fund (CCSF), otherwise known as the coconut levy fund, which was created in 1973 by Presidential Decree (PD) No. 276. The CIIF Companies wholly own, collectively, the fourteen CIIF Holding Companies whose funds were invested in 725 million common shares of San Miguel Corporation (SMC) that were sequestered by the PCGG in May 1986 (see Note 29). On December 28, 2012, the Bank filed a Special Civil Action for Declaratory Relief seeking clarification on the Bank’s proportionate right, title and interest in the CIIF Companies as stockholder, as well as the Bank’s indirect equity in the fourteen Holding Companies and the SMC shares. The case, docketed as Civil Case No. 12-1251 before the Regional Trial Court of Makati Branch 59, has not reached the pre-trial stage. The following tables present the financial information of significant associates as at and for the years ended December 31, 2012 and 2011: 2012 12. Investments in Subsidiaries, Associates and Joint Venture This account consists of investments in shares of stocks as follows: Note Acquisition cost: Wholly-owned subsidiaries BRC ULFC GHDC USI UPI-MHC Majority-owned subsidiary USB Allowance for impairment losses (Forward) 126 / UCPB 2012 Annual Report 15 Consolidated 2012 2011 Parent Bank 2012 2011 — — — — — — — — — — 2,970,130 400,000 287,489 35,000 14,451 2,970,130 400,000 287,489 35,000 14,451 — — — — — — — — 370,781 4,077,851 (201,511) 3,876,340 370,781 4,077,851 (370,264) 3,707,587 LOCI GMC SPMC UCFDC SLCOMI Statements of Financial Position Total Total Assets Liabilities 28,318,716 1,879,773 17,207,934 2,506,791 16,071,224 904,782 1,122,841 7,624 8,047,587 217 Statements of Income Operating Gross Income* Income (Loss) 199,397 1,989,829 119,775 20,530 331,473 5,407 — 30,035 637,231 560,392 Net Income 1,966,584 937,228 937,228 27,103 560,375 * Represents sales less cost of sales 2011 LOCI GMC SPMC UCFDC SLCOMI Statements of Financial Position Total Total Assets Liabilities 25,585,060 1,112,702 16,135,951 2,289,087 2,138,724 442,423 1,094,290 12,302 7,479,297 65,067 Statements of Income Operating Gross Income* Income (Loss) 195,326 61,071 347,716 153,800 318,857 1,599,977 83,748 91,628 — (12,227) Net Income 1,666,311 957,392 39,340 16,635 508,567 * Represents sales less cost of sales UCPB 2012 Annual Report / 127 Investment in a Joint Venture On January 12, 1997, UPI entered into a Joint Venture Agreement with Macaria Homes Corporation (MHC) to establish a joint venture corporation, UPI-MHC, which shall engage in the real estate development of properties located in Biñan and Sta. Rosa, Laguna, utilizing a self-contained community concept, including facilities for social and recreational, commercial and institutional use and to sell house and lot packages within such community at a profit or rate of return mutually agreed upon by both UPI and MHC. In 2010, UPI assigned its investment in and advances to UPI-MHC amounting to 6.3 million and 86.7 million, respectively, to the Parent Bank to settle its outstanding loans payable amounting to 74.5 million. The fair value of the net assets of UPI-MHC at assignment date was 20.0 million and the fair value of the 50.0% ownership interest transferred to the Parent Bank was 10.0 million. Gain recognized by the Parent Bank from the assignment, included as Others under “Miscellaneous income” in the statement of income, amounted to 20.9 million. On August 31, 2011, the Parent Bank’s co-venturer in UPI-MHC assigned its investment in and advances to UPI-MHC amounting to 6.3 million and 52.1 million, respectively, to the Parent Bank as consideration for certain investment properties amounting to 39.6 million. The fair value of the net assets of UPI-MHC at assignment date was 21.4 million and the fair value of the 50.0% ownership interest transferred to the Parent Bank was 10.7 million. Gain recognized by the Parent Bank from the assignment, included as Others under “Miscellaneous income” in the statement of income, amounted to 22.8 million (net of incidental expenses amounting to 0.4 million). With the assignment, UPI-MHC became a wholly-owned subsidiary of the Parent Bank. On August 1, 2011, the Parent Bank received 49.0 million from UPI-MHC as return of its capital of 6.3 million and partial settlement of advances to the joint venture in the amount of 42.7 million. Investment properties consist of foreclosed real estate properties and investments in real estate. The difference between the fair value of the asset upon foreclosure and the carrying value of the loan is recognized as Others under “Miscellaneous income” in the statement of income (see Note 22). Note 3,723,603 280,810 (317,086) (42,856) 3,644,471 — — — — — — 15 21,437 8,924 748,295 (315,946) 53,511 516,221 3,128,250 Total Land 2011 Buildings and Improvements 3,393,653 208,478 (66,941) (25,389) 3,509,801 7,117,256 489,288 (384,027) (68,245) 7,154,272 4,140,037 191,600 (608,034) — 3,723,603 3,375,005 172,085 (153,437) — 3,393,653 7,515,042 363,685 (761,471) — 7,117,256 21,602 10,529 — (7,913) 7,876 32,094 21,602 10,529 — (7,913) 7,876 32,094 — — — — — — 15,200 10,668 395 (4,661) — 21,602 15,200 10,668 395 (4,661) — 21,602 295,926 (687) 271,754 (2,005) 51,678 616,666 2,861,041 317,363 8,237 1,020,049 (317,951) 105,189 1,132,887 5,989,291 49,808 (35,137) 2,763 (934) 4,937 21,437 3,702,166 306,199 (53,942) 45,002 — (1,333) 295,926 3,076,125 356,007 (89,079) 47,765 (934) 3,604 317,363 6,778,291 Total Parent Bank Note Cost: Balance at beginning of year Additions Disposals Reclassification Balance at end of Year 2012 Buildings and Land Improvements 3,463,401 263,205 (281,649) (42,856) 3,402,101 3,357,406 184,720 (51,598) (25,389) 3,465,139 Total Land 2011 Buildings and Improvements 6,820,807 447,925 (333,247) (68,245) 6,867,240 3,875,953 166,162 (578,714) — 3,463,401 3,340,175 163,533 (146,302) — 3,357,406 — — — — — 15 23,131 — 748,295 (313,448) 56,187 514,165 2,887,936 Total Land 7,072 5,615 (3,041) 7,876 17,522 7,072 5,615 (3,041) 7,876 17,522 — — — — — 2,603 5,249 (780) — 7,072 2,603 5,249 (780) — 7,072 295,686 — 271,754 (2,005) 50,413 615,848 2,831,769 318,817 — 1,020,049 (315,453) 106,600 1,130,013 5,719,705 — 20,368 2,763 304,626 (53,942) 45,002 304,626 (33,574) 47,765 23,131 3,440,270 295,686 3,054,648 Total 318,817 6,494,918 Depreciation and Amortization The details of depreciation and amortization recognized in the statement of income follow: Property and equipment Investment properties Other assets Consolidated Cost: Balance at beginning of year Additions Disposals Reclassifications Balance at end of Year Accumulated depreciation and amortization: Balance at beginning of year Depreciation and amortization Reclassifications Disposals Transfer-out Balance at end of year Allowance for impairment losses: Balance at beginning of year Provision for (recovery of) impairment loss Amortization of unbooked valuation reserves Disposals Reclassifications Balance at end of year Net book value at end of year Note Accumulated depreciation and amortization: Balance at beginning of year Depreciation and amortization Disposals Transfer-out Balance at end of year Allowance for impairment losses: Balance at beginning of year Provision for (recovery of) impairment loss Amortization of unbooked valuation reserves Disposals Reclassifications Balance at end of year Net book value at end of year 2011 Buildings and Improvements The aggregate market value of investment properties as at December 31, 2012 and 2011 amounted to 6.4 billion and 8.6 billion, respectively, for the Group and 6.0 billion and 8.2 billion, respectively, for the Parent Bank. Fair value has been determined based on valuations made by independent and/or in-house appraisers. Valuations were derived on the basis of recent sales of similar properties in the same area as the investment properties and taking into account the economic conditions prevailing at the time the valuations were made. The Group is exerting continuing efforts to dispose these properties. 13. Investment Properties 2012 Buildings and Land Improvements Parent Bank 2012 Buildings and Land Improvements Total 7,216,128 329,695 (725,016) — 6,820,807 Consolidated 2012 2011 418,709 368,983 10,668 10,529 95,514 150,596 524,752 530,247 Note 11 14 Parent 2012 384,714 5,615 85,068 475,397 Bank 2011 344,985 5,249 131,429 481,663 The Parent Bank’s depreciation and amortization on investment properties pertain to the “good bank”. In 2012 and in prior years, the Parent Bank did not recognize depreciation on its investment properties pertaining to the “bad bank” (as defined in Note 1), as required under PAS 40, Investment Property. As at December 31, 2012 and 2011, the unbooked accumulated depreciation amounted to 1.4 billion and 2.9 billion, respectively. Had the Parent Bank recognized depreciation expense on these investment properties, net income in 2012 and 2011 of both the Group and the Parent Bank would have decreased by 43.4 million and 26.7 million, respectively. 14. Intangible and Other Assets This account consists of: Note Deferred charges Real estate inventories Land held-for-sale Interoffice float items Creditable withholding tax Software costs Chattel properties acquired Prepaid expenses Documentary stamps on hand Sundry debit Retirement assets Exchange trading right Others Less: Allowance for credit and impairment 27 15 Consolidated 2012 2011 15,850,766 15,761,535 3,137,035 3,183,895 1,996,007 2,019,258 968,674 693,366 530,015 556,544 364,150 411,898 311,116 238,185 70,985 410,048 39,698 21,694 19,048 50,142 4,201 10,570 1,500 1,500 759,438 260,615 24,052,633 23,619,250 840,505 666,366 23,212,128 22,952,884 Parent Bank 2012 2011 15,850,766 15,761,535 — — 1,996,007 2,019,258 941,178 694,191 436,816 455,470 359,700 408,251 290,947 203,165 64,022 396,681 10,326 20,653 18,879 49,592 — 6,347 — — 685,145 211,219 20,653,786 20,226,362 637,820 479,743 20,015,966 19,746,619 Others include deposits on rental, power, water and telephone meter. As at December 31, 2012 and 2011, the latest transacted price of the exchange trading right (as provided by the PSE) amounted to 8.5 million for both years. (Forward) 128 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 129 The composition of and movements in deferred charges of the Parent Bank follow: Balance at January 1 Additions (reversal) - net Balance at December 31 Balance at January 1 Additions (reversal) - net Balance at December 31 Loss on sale of NPLs 10,952,911 — 10,952,911 Loss on sale of NPLs 10,916,063 36,848 10,952,911 Loss on sale of Investment Properties 3,326,415 93,244 3,419,659 Loss on sale of Investment Properties 3,097,238 229,177 3,326,415 2012 Loss on sale of Land Heldfor-Sale 46,433 (4,013) 42,420 2011 Loss on sale of Land Heldfor-Sale 41,147 5,286 46,433 As at December 31, 2012 and 2011, the Parent Bank recognized advances from customers (included in Accounts payable under “Other liabilities” in the statement of financial position) amounting to 197.3 million and 158.1 million, respectively, representing collections from pre-sold units. Others 1,435,776 — 1,435,776 Total 15,761,535 89,231 15,850,766 Others 1,435,793 (17) 1,435,776 Total 15,490,241 271,294 15,761,535 As discussed in Note 1 to the financial statements, the BSP has allowed the Parent Bank to defer the losses on sale and dacion en pago settlement up to 15.7 billion and to start amortization in 2009. Any additional losses on the sale of investment properties pertaining to the “bad bank” (see Note 1) were allowed by BSP to be deferred provided that the losses deferred do not exceed the approved unbooked valuation reserves. In 2011, no amortization has been booked. Had the Parent Bank booked these losses in the years they were incurred, net of reversal of or provision for impairment losses, net income in 2012 and 2011 would have increased by 1.7 billion and decreased by 787.5 million, respectively. Real estate inventories pertain mainly to the real estate inventories of BRC, GHDC and UPI-MHC. The carrying value of the real estate inventories of BRC as at December 31, 2012 and 2011 amounted to 3.1 billion and 3.0 billion (net of impairment losses amounting to 114.5 million), respectively. Movements in software costs of the Group and the Parent Bank follow: Balance at beginning of year Additions Amortization Balance at end of year Changes in the allowance for credit and impairment losses follow: Note Deferred charges pertain to losses incurred from sale of investment securities and dacion en pago settlement. Consolidated 2012 2011 411,898 459,037 39,354 58,313 (87,102) (105,452) 364,150 411,898 15. Allowance for Credit and Impairment Losses Parent 2012 408,251 36,459 (85,010) 359,700 Bank 2011 451,458 55,329 (98,536) 408,251 Land Held-for-Sale The Parent Bank entered into various memoranda of agreement (MOA) for the development of various parcels of land as follows: a) In 2005, the Parent Bank entered into a MOA with a third party individual (as co-landowner) and Sta. Lucia Realty and Development, Inc. (SLRD - as the developer) for the development of land located in Alfonso, Cavite into a subdivision. The parties agreed that the Parent Bank and the third party individual will contribute the land and SLRD shall contribute its expertise as a developer. In consideration of the services to be rendered, SLRD is entitled to receive 47.0% of the saleable lots, while the Parent Bank and the third party individual are entitled to 35.0% and 18.0% of the saleable lots, respectively. The construction has been completed and selling activities are actively being performed by the Parent Bank’s accredited marketing agency. b) In 2006, the Parent Bank entered into a MOA with Century Properties Inc. (CPI) for the development of land located along H.V Dela Costa Street, Salcedo Village, Makati City into a multi-storey mixed-used condominium building. The parties agreed that the Parent Bank will contribute the land and CPI shall contribute its expertise as a developer. CPI shall invite individuals and other parties who wish or intend to own a condominium unit and for said parties to contribute funds to answer for the costs of construction and other related expenses. In consideration of the services to be rendered by CPI, the Parent Bank shall transfer/ convey to CPI 80.0% of the saleable units and parking spaces. In 2010, the construction of the multi-storey condominium was completed and all the units (except for parking spaces) have been turned over to the buyers/owners. This transaction resulted in a loss (included in Deferred charges under “Intangible and other assets” in the statement of financial position to be booked on a staggered basis as allowed by BSP) in 2011 amounting to 5.3 million. The agreement was concluded in 2011. Balance at beginning of year: AFS financial assets Quoted equity securities Unquoted equity securities 9 Loans and receivables Receivables from customers Corporate loans Consumer loans Sales contracts receivable Accounts receivable Accrued interest receivable 10 Investments in subsidiaries and associates Investment properties Other assets Land held-for-sale Real estate inventories Chattel properties acquired Others 12 13 14 Provision for credit and impairment losses Amortization of unbooked valuation reserves Foreign currency revaluation Reclassifications/reallocation Accounts written-off/recoveries Balance at end of year: AFS financial assets Quoted equity securities Unquoted equity securities 9 Loans and receivables Receivables from customers Corporate loans Consumer loans Sales contracts receivable Accounts receivable Accrued interest receivable 10 Investments in subsidiaries, associates and joint venture Investment properties 12 13 Other assets Land held-for-sale Real estate inventories Chattel properties acquired Others 14 Consolidated 2012 2011 Parent Bank 2012 2011 22,341 485,942 508,283 13,331 287,864 301,195 22,341 485,867 508,208 13,331 287,789 301,120 3,630,831 1,077,954 19,429 248,122 33,890 5,010,226 — 317,363 3,387,962 881,208 — 263,769 15,507 4,548,446 — 356,007 3,565,759 955,920 16,997 232,186 28,678 4,799,540 370,264 318,817 3,130,837 880,668 — 247,226 15,507 4,274,238 372,186 304,626 301,716 114,529 25,202 224,919 666,366 6,502,238 632,195 963,000 (23,376) (125,895) — — — — 206,293 206,293 5,411,941 471,972 582,000 (1,790) — 38,115 301,716 — 42,308 135,719 479,743 6,476,572 358,280 963,000 (23,376) (128,624) — — — — 193,910 193,910 5,446,080 450,282 582,000 (1,790) — — 1,445,924 1,090,297 1,169,280 1,030,492 — 337,400 337,400 22,341 485,942 508,283 — 337,324 337,324 22,341 485,867 508,208 4,621,075 552,325 69,051 338,426 56,494 5,637,371 — 1,132,887 3,630,831 1,077,954 19,429 248,122 33,890 5,010,226 — 317,363 4,644,735 273,482 47,019 322,485 51,463 5,339,184 201,511 1,130,013 3,565,759 955,920 16,997 232,186 28,678 4,799,540 370,264 318,817 355,611 114,529 8,125 362,240 840,505 7,948,163 301,716 114,529 25,202 224,919 666,366 6,502,238 355,611 — 7,961 274,248 637,820 7,645,852 301,716 — 42,308 135,719 479,743 6,476,572 c) In 2006, the Parent Bank entered into a MOA with Tagaytay Grasslands Company, Inc. (TGCI) for the development of land located in Nasugbu, Batangas into a hotel and beach club, parking spaces and condominiums. The parties agreed that the Parent Bank will contribute the land and TGCI shall contribute its expertise as a developer and financial capital by way of funding the development and all related expenses of the hotel and beach club, parking spaces and condominiums, and related site development and improvements. In consideration of the services to be rendered by TGCI, the Parent Bank shall transfer/ convey to TGCI 62.0% of the saleable units of the hotel and beach club and condominiums and 50% of the parking spaces. 130 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 131 Below is the breakdown of provision for (reversal of) credit and impairment losses: AFS Financial Assets Quoted equity securities Unquoted equity securities Loans and Receivables Receivables from customers Corporate loans Consumer loans Accounts receivable Sales contracts receivable Accrued interest receivable Investments in Subsidiaries and Associates and Joint Venture Investment properties Other assets Note 9 Consolidated 2012 2011 — — — 9,009 48,713 57,722 Parent Bank 2012 2011 — — — 9,009 48,713 57,722 As at December 31, 2012, the carrying amount of the assets assessed for impairment amounts to 31.0 billion and the unbooked valuation reserves and deferred charges amount to 22.7 billion. The decrease in carrying amount, from 49.2 billion to 31.0 billion, resulted from collections of loans and receivables, sales of investment properties, foreclosures and redemptions. As at December 31, 2012 and 2011, the following table shows the comparison of the allowance for credit and impairment losses recognized by the Parent Bank and the required balances under PFRS: 2012 AFS financial assets Loans and receivables Investment properties Other assets Per books 337,325 5,339,185 1,130,013 839,331 7,645,854 Per PFRS 853,853 5,236,225 1,716,474 2,658,326 10,464,878 Excess (Deficiency) ( 516,528) 102,960 (586,461) (1,818,995) ( 2,819,024) AFS financial assets Loans and receivables Investment properties Other assets Per books 508,208 4,799,540 318,817 850,008 6,476,573 2011 Per PFRS 892,530 5,401,955 2,850,487 2,878,013 12,022,985 Deficiency ( 384,322) (602,415) (2,531,670) (2,028,005) ( 5,546,412) 10 12 13 14 569,816 41,502 218 5,382 2,999 619,917 586,339 123,325 (63,470) 16,997 (8,220) 654,971 350,000 8,280 — — — 358,280 586,339 75,252 (63,550) 16,997 (8,220) 606,818 — 8,237 4,041 632,195 — (89,079) (151,642) 471,972 — — — 358,280 (116,450) (33,574) (64,234) 450,282 As discussed in Note 1, the BSP has allowed the Parent Bank to defer recognition of credit and impairment losses on AFS financial assets, loans and receivables, investment properties and other assets amounting to 13.4 billion as at December 31, 2008. BSP also allowed deferral of losses on sale and dacion en pago settlement amounting to 15.7 billion as at December 31, 2008. As allowed by the BSP, the Parent Bank is to amortize the unbooked valuation reserves and losses over 10 years starting in 2009 based on the affordability plan approved by the BSP. In 2012 and 2011, amortization recognized by the Parent Bank as an addition to negative surplus amounted to 963.0 million and 582.0 million, respectively, with details as follows: AFS financial assets Loans and receivables Investment properties Other assets* Amortization of unbooked valuation reserves 2012 ( 148,327) (7,469) 1,020,049 98,747 2011 149,888 (80,248) 47,765 464,595 963,000 582,000 As at December 31, 2012, the Bank did not book adjustments to reflect the fair market value of the “bad bank” investment properties on initial recognition amounting to 915.0 million. The net deficiency of 2.8 billion was not booked by the Parent Bank as it is included in the valuation reserves and losses allowed by the BSP to be deferred and amortized over 10 years. Had the Parent Bank booked the deficiency in the years the losses were incurred, net income in 2012 and 2011 would have increased by 1.3 billion and decreased by 489.5 million, respectively. On May 9, 2013, the Monetary Board, through Resolution No. 759, approved the direct charge to surplus (deficit) of the amortization of the unbooked valuation reserves and deferred losses. If the Parent Bank had recognized amortization of the unbooked valuation reserves in profit or loss, net income would have decreased by 963.0 million. * Includes amortization for investment in BRC, chattel properties acquired, land held-for-sale and other assets pertaining to the “bad bank”. 16. Deposit Liabilities Movements in unbooked valuation reserves and losses based on the affordability plan approved by the MB, in its Resolution No. 590 dated May 15, 2008, follow: Balance at beginning of the year Amortization during the year Balance at end of year 2012 28,036,198 963,000 27,073,198 2011 28,618,198 582,000 28,036,198 2010 28,909,271 291,073 28,618,198 2009 29,169,000 259,729 28,909,271 The Bank submits to the BSP the quarterly impairment assessments based on ICRR system on assets pertaining to the “bad bank.” The table below shows the comparative information in terms of carrying amount and unbooked valuation reserves and deferred charges as per the Rehabilitation Plan against balances as at December 31, 2012: Loans and receivables Investment properties Other assets AFS financial assets Deferred charges Total Less: Amortization of unbooked valuation reserves and deferred losses 132 / UCPB 2012 Annual Report Per Rehabilitation Plan Unbooked Valuation Reserves and Carrying Deferred Amount Charges 13,460,000 2,978,000 24,188,040 8,725,000 1,771,000 1,375,000 — 397,000 9,809,000 15,694,000 49,228,040 29,169,000 As at December 31, 2012 Unbooked Valuation Reserves and Carrying Deferred Amount Charges 1,569,266 454,078 11,669,863 6,656,472 1,479,859 1,467,521 396,517 395,513 15,850,766 15,850,766 30,966,271 24,824,350 — 49,228,040 — 30,966,271 — 29,169,000 2,095,802 22,728,548 Philippine peso-denominated demand, savings and time deposit liabilities bear annual interest rates ranging from 0.3% to 6.8% and 0.5% to 4.5% in 2012 and 2011, respectively; 0.01% to 2.1% and 0.0% to 4.6% in 2012 and 2011, respectively, for US dollardenominated deposit liabilities. As discussed in Note 1, as part of the concessions granted to the Parent Bank by the MB under Resolution No. 590 dated May 15, 2008 under the amended rehabilitation plan, the Parent Bank is authorized to accept deposits from the NG, LGUs and GOCCs, with the ceiling of 5.9 billion increased by the amount that the NG will deposit with the Parent Bank. As at December 31, 2012 and 2011, the savings deposits of the NG amounted to 30.0 billion. 27.6 billion of the 30.0 billion was used to purchase government securities which the Parent Bank is using to comply with liquidity reserves and liquidity floor requirements of the BSP. These government securities are classified as HTM investments (see Note 9). The remaining balance of 2.4 billion is included under “Due from BSP.” Long Term Negotiable Certificates of Deposits due 2016 (LTNCD Series 1) On November 25, 2010, the Parent Bank issued 6.3% fixed coupon rate (EIR of 6.5%) Unsecured LTNCD at par value of 4.5 billion. The LTNCD matures on February 25, 2016, subject to pre-termination by the Parent Bank in whole, but not in part, in accordance with BSP rules. As at December 31, 2012 and 2011, the fair value of LTNCD Series 1 amounted to 4.5 billion. The issuance of the foregoing LTNCD under the terms approved by the BOD was approved by the BSP on October 19, 2010. Long Term Negotiable Certificates of Deposits due 2016 (LTNCD Series 2) On August 19, 2011, the Parent Bank issued 6.0% fixed coupon rate (EIR of 6.3%) Unsecured LTNCD at par value of 3.2 billion. The LTNCD matures on November 19, 2016, subject to pre-termination by the Parent Bank in whole, but not in part, in accordance with BSP rules. As at December 31, 2012 and 2011, the fair value of LTNCD Series 2 amounted to 3.1 billion. Long Term Negotiable Certificates of Deposits due 2017 (LTNCD Series 3) On May 21, 2012, the Parent Bank issued 5.9% fixed coupon rate (EIR of 6.1%) unsecured LTNCD at par value of 1.9 billion. The LTNCD matures on August 21, 2017, subject to pre-termination by the Parent Bank in whole, but not in part, in accordance with BSP rules. As at December 31, 2012, the fair value of LTNCD Series 3 amounted to 1.8 billion. The issuance of series 2 and 3 of the foregoing LTNCD under the terms approved by the BOD was approved by the BSP on May 20, 2011. UCPB 2012 Annual Report / 133 On February 3, 2011, November 11, 2011 and May 21, 2012 the Parent Bank listed its P4.5 billion LTNCD Series 1 due 2016, 3.2 billion LTNCD Series 2 due 2016 and 1.9 billion LTNCD Series 3 due 2017, respectively, in the Philippine Dealing and Exchange Corp. (PDEX) subject to its Trading and Settlement Operating Guidelines. The Parent Bank’s LTNCD Series 1, 2 and 3 are traded and settled in accordance with PDEX rules, procedures and guidelines. 18. Accrued Taxes, Interest and Other Expenses This account consists of: The Parent Bank incurred debt issue costs amounting to 53.4 million, 33.5 million and 18.9 million on the LTNCD Series 1, 2 and 3, respectively. The movements in unamortized debt issue costs in 2012 and 2011 follow: Consolidated and Parent Bank 2012 2011 75,399 52,524 18,927 33,538 (18,835) (10,663) 75,491 75,399 Balance at beginning of year Issuances Amortization Balance at end of year On March 29, 2012, BSP issued BSP Circular No. 753 implementing the unification of the statutory and liquidity reserve requirement on deposit liabilities of the Parent Bank and USB equivalent to 18.0% and 6.0%, respectively. The Parent Bank and USB were in compliance with such regulations as at December 31, 2012 and 2011. Consolidated 2012 2011 5,978,423 4,756,454 — 26,017,480 31,995,903 9,088,000 13,310,811 27,155,265 Parent Bank 2012 2011 5,834,146 4,607,212 — 25,679,351 31,513,497 9,000,000 13,205,430 26,812,642 Interest expense on deposit liabilities follow: Demand Savings Time LTNCD benefits to employees interest payable taxes payable other expenses Parent 2012 235,397 183,681 32,884 180,728 632,690 Bank 2011 223,052 176,754 26,726 189,944 616,476 Accrued other expenses include accruals for various operating expenses such as payroll, repairs and maintenance, utilities, rental and contractual services. 19. Other Liabilities The total liquidity and statutory reserves as reported to the BSP follows: Cash and other cash items Due from BSP: Reserve deposit account Demand deposit account Accrued Accrued Accrued Accrued Consolidated 2012 2011 237,578 223,051 192,759 184,757 58,355 40,636 216,643 125,759 705,335 574,203 Consolidated 2012 2011 35,575 23,814 494,265 492,147 1,649,851 1,602,822 556,409 361,976 2,736,100 2,480,759 Parent Bank 2012 2011 35,142 23,816 479,268 468,798 1,563,971 1,544,614 556,409 361,976 2,634,790 2,399,204 This account consists of: Note Bills purchased - contra Accounts payable Manager’s checks Margin deposits Other credits Deposit on lease contract Cash letters of credit Miscellaneous Due to PDIC Outstanding acceptances Due to Treasury of the Philippines Derivative liabilities Withholding tax payable Sundry credit Retirement liability 9 27 Consolidated 2012 2011 4,631,187 1,241,861 973,031 655,500 465,407 412,242 285,671 204,022 168,643 147,955 63,081 59,487 53,751 6,862 6,371 9,375,071 3,021,230 1,176,681 836,404 1,119,049 396,368 304,245 1,255,053 175,212 153,779 183,769 64,669 4,286 50,882 49,323 6,633 8,797,583 Parent Bank 2012 2011 4,628,187 1,169,232 898,615 655,500 385,717 — 285,671 18,134 168,643 147,955 59,703 59,487 48,271 6,465 — 8,531,580 3,018,208 1,088,285 789,926 1,119,049 378,587 — 1,255,053 81,456 153,779 183,769 61,292 4,286 46,095 49,283 — 8,229,068 17. Bills Payable and Securities Sold Under Repurchase Agreements This account consists of from the following: SSURA Borrowings from: Local banks BSP Social Security System (SSS) Foreign banks 20. Maturity Profile of Assets and Liabilities Consolidated 2012 2011 12,949,038 7,934,044 1,049,508 918,956 — — 14,917,502 326,166 — 1,967 495,392 8,757,569 Parent Bank 2012 2011 12,949,038 7,934,044 — 918,956 — — 13,867,994 — — 1,967 495,392 8,431,403 Bills payable bear annual interest rates ranging from 1.5% to 5.9% and 0.4% to 5.6% in 2012 and 2011, respectively. Interest expense on bills payable amounted to 532.2 million in 2012 and 379.9 million in 2011 for the Group, and 503.5 million in 2012 and 330.3 million in 2011, for the Parent Bank. Bills Payable to BSP Certain receivables from customers amounting to 919.0 million and nil as at December 31, 2012 and 2011, respectively, were rediscounted with the BSP under the rediscounting privileges of the Parent Bank (see Note 10). Bills Payable to SSS Borrowings from SSS represent amounts loaned to educational institutions through the Parent Bank, as a conduit financial institution of the SSS for its lending programs, at annual interest rates ranging from 10.0% to 13.0%. These are secured through a deed of assignment of the credits and collaterals of the individual borrowers and are being repaid in the same manner and in the same term/period provided in the promissory notes of the borrowers with due dates ranging from December 2011 to April 2016. As at December 31, 2011, the fair value of collateral held approximates the carrying value of the bills payable. 134 / UCPB 2012 Annual Report The following tables present the assets and liabilities by contractual maturity, settlement, and expected recovery dates: Consolidated Financial Assets - at gross Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA Financial assets at FVPL AFS financial assets HTM investments Loans and receivables Receivables from customers Unquoted debt securities Sales contracts receivable Accrued interest receivable Accounts receivable Other receivables Other assets Due Within One Year 2012 Due Beyond One Year Total Due Within One Year 2011 Due Beyond One Year Total 5,978,605 28,254,415 2,208,451 226,775 827,886 — — — — — — — 23,592,521 28,159,197 5,978,605 28,254,415 2,208,451 226,775 827,886 23,592,521 28,159,197 4,757,246 32,579,118 1,898,901 1,225,579 1,931,324 — — — — — — — 20,242,618 28,216,682 4,757,246 32,579,118 1,898,901 1,225,579 1,931,324 20,242,618 28,216,682 46,109,791 62,492 283,511 1,457,506 386,396 511,341 249,210 86,556,379 38,889,690 6,807,704 416,539 — 547,475 — 21 98,413,147 84,999,481 6,870,196 700,050 1,457,506 933,871 511,341 249,231 184,969,526 33,174,152 1,750,182 246,245 1,449,519 473,594 393,425 186,926 80,066,211 30,846,259 6,463,537 836,824 — 231,411 — 415 86,837,746 64,020,411 8,213,719 1,083,069 1,449,519 705,005 393,425 187,341 166,903,957 (Forward) UCPB 2012 Annual Report / 135 Consolidated Due Within One Year Nonfinancial Assets - at gross Property and equipment Investments in subsidiaries, associates and joint venture Investment properties Deferred tax assets Other assets 2012 Due Beyond One Year Total Parent Bank Due Within One Year 2011 Due Beyond One Year Total — 4,930,585 4,930,585 — 4,684,701 4,684,701 — — — 93,226 93,226 86,649,605 8,502,183 7,154,272 85,840 23,710,176 44,383,056 142,796,203 8,502,183 7,154,272 85,840 23,803,402 44,476,282 229,445,808 — — — 269,344 269,344 80,335,555 7,482,576 7,117,256 54,201 23,162,565 42,501,299 129,339,045 7,482,576 7,117,256 54,201 23,431,909 42,770,643 209,674,600 Less: Unearned interest discount Accumulated depreciation and amortization Allowance for credit and impairment losses Total 293,861 337,212 2,624,992 2,363,712 7,948,163 218,578,792 6,502,238 200,471,438 Consolidated Due Within One Year Financial Liabilities Deposit liabilities Demand Savings Time LTNCD Bills payable and SSURA Accrued interest and other expenses Other liabilities Bills purchased-contra Accounts payable Manager’s checks Margin deposits Deposits on lease contracts Cash letters of credit Outstanding acceptances Due to PDIC Due to Treasurer of the Philippines Derivative liabilities Miscellaneous Nonfinancial Liabilities Deferred tax liabilities Accrued taxes payable Income tax payable Withholding taxes payable Other liabilities 2012 Due Beyond One Year Total Due Within One Year 2011 Due Beyond One Year Total 17,848,937 98,313,724 38,089,322 — 154,251,983 14,917,502 646,980 — — 9,071,566 9,443,866 18,515,432 — — 17,848,937 98,313,724 47,160,888 9,443,866 172,767,415 14,917,502 646,980 13,007,774 98,722,144 37,407,506 — 149,137,424 8,731,403 531,396 — — 7,876,574 7,593,890 15,470,464 26,166 — 13,007,774 98,722,144 45,284,080 7,593,890 164,607,888 8,757,569 531,396 4,631,187 1,241,861 973,031 655,500 — 285,671 147,955 168,643 63,081 59,487 204,022 178,246,903 — — — — 412,242 — — — — — — 18,927,674 4,631,187 1,241,861 973,031 655,500 412,242 285,671 147,955 168,643 63,081 59,487 204,022 197,174,577 3,021,230 1,176,681 836,404 1,119,049 — 1,255,053 183,769 153,779 64,669 4,286 63,419 166,278,562 — — — — 304,245 — — — — — — 15,800,875 3,021,230 1,176,681 836,404 1,119,049 304,245 1,255,053 183,769 153,779 64,669 4,286 63,419 182,079,437 — 58,355 36,986 53,751 — 178,395,995 78,674 — — — 478,640 19,484,988 78,674 58,355 36,986 53,751 478,640 197,880,983 — 42,807 46,622 50,882 19 166,418,892 66,121 — — — 564,098 16,431,094 66,121 42,807 46,622 50,882 564,117 182,849,986 Due Within One Year 2012 Due Beyond One Year Total Due Within One Year 2011 Due Beyond One Year Total 5,834,451 27,679,351 2,083,221 226,775 822,597 — — — — — — — 23,334,117 28,016,774 5,834,451 27,679,351 2,083,221 226,775 822,597 23,334,117 28,016,774 4,607,502 32,305,984 1,851,226 1,098,579 1,923,896 — — — — — — — 20,026,754 28,073,365 4,607,502 32,305,984 1,851,226 1,098,579 1,923,896 20,026,754 28,073,365 41,427,464 34,986,275 76,413,739 31,512,438 26,001,345 57,513,783 Unquoted debt securities Sales contract receivable Accrued interest receivable Accounts receivable Other assets Nonfinancial Assets - at gross Property and equipment Investments in subsidiaries and associates Investment properties Other assets Total Due Within One Year 41,674 259,150 1,403,676 508,690 239,291 80,526,340 2012 Due Beyond One Year 6,559,518 349,589 — 621,063 — 93,867,336 Total 6,601,192 608,739 1,403,676 1,129,753 239,291 174,393,676 Due Within One Year 1,740,028 239,923 1,168,353 444,661 — 76,892,590 2011 Due Beyond One Year 6,192,079 771,576 239,598 516,614 177,313 81,998,644 Total 7,932,107 1,011,499 1,407,951 961,275 177,313 158,891,234 — 4,590,881 4,590,881 — 4,457,110 4,457,110 — — 93,226 93,226 80,619,566 4,290,051 6,867,240 20,321,269 36,069,441 129,936,777 4,290,051 6,867,240 20,414,495 36,162,667 210,556,343 — — 260,709 260,709 77,153,299 4,290,051 6,820,807 19,788,341 35,356,309 117,354,953 4,290,051 6,820,807 20,049,050 35,617,018 194,508,252 Less: Unearned interest discount Accumulated depreciation and amortization Allowance for credit and impairment losses Total Financial Liabilities Deposit liabilities Demand Savings Time LTNCD Bills payable and SSURA Accrued interest and other expense Other liabilities Bills purchased-contra Accounts payable Manager’s checks Margin deposits Cash letters of credit Due to PDIC Outstanding acceptances Due to Treasurer of the Philippines Derivative liabilities Miscellaneous Nonfinancial Liabilities Deferred tax liabilities Accrued taxes payable Income tax payable Withholding taxes payable Other liabilities 51,724 137,013 2,470,224 2,231,511 7,645,852 200,388,543 6,476,573 185,663,155 17,619,081 95,927,015 35,728,723 — 149,274,819 13,867,994 599,806 — — 8,897,511 9,443,866 18,341,377 — — 17,619,081 95,927,015 44,626,234 9,443,866 167,616,196 13,867,994 599,806 12,929,685 96,478,317 35,651,933 — 145,059,935 8,431,403 587,579 — — 7,876,574 7,593,890 15,470,464 — — 12,929,685 96,478,317 43,528,507 7,593,890 160,530,399 8,431,403 587,579 4,628,187 1,169,232 898,615 655,500 285,671 168,643 147,955 59,703 59,487 — 171,815,612 — — — — — — — — — — 18,341,377 4,628,187 1,169,232 898,615 655,500 285,671 168,643 147,955 59,703 59,487 — 190,156,989 3,018,208 1,088,285 789,926 1,119,049 1,255,053 153,779 183,769 61,292 4,286 13 161,752,577 — — — — — — — — — — 15,470,464 3,018,208 1,088,285 789,926 1,119,049 1,255,053 153,779 183,769 61,292 4,286 13 177,223,041 — 32,884 4,358 48,271 — 85,513 171,901,125 31,318 — — — 410,316 441,634 18,783,011 31,318 32,884 4,358 48,271 410,316 527,147 190,684,136 — 28,897 — 46,095 — 74,992 161,827,569 30,492 — — — 509,314 539,806 16,010,270 30,492 28,897 — 46,095 509,314 614,798 177,837,839 Parent Bank Financial Assets - at gross Cash and other cash items Due from BSP Due from other banks Interbank loans receivable and SPURA Financial assets at FVPL AFS financial assets HTM investments Loans and receivables Receivables from customers 21. Operating Lease Contracts The Group leases the premises of most of its offices and branches for periods ranging from one to 20 years from the date of the contracts, which terms are renewable upon the mutual agreement of the parties. Rent expense charged to operations (included under “Occupancy expense” in the statement of income) amounted to 317.9 million and 319.5 million in 2012 and 2011, respectively, for the Group and 287.7 million and 300.3 million in 2012 and 2011, respectively, for the Parent Bank. (Forward) 136 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 137 The regulations also provide for MCIT of 2.0% on modified gross income and allow NOLCO. The MCIT and NOLCO may be applied against the Bank’s income tax liability and taxable income, respectively, over a three-year period from the year of incurrence. Future minimum rentals payable under non-cancelable operating leases are as follows: Consolidated 2012 2011 403,078 214,551 625,927 416,879 142,916 85,013 1,171,921 716,443 Within one year After one year but not more than five years After more than five years Parent 2012 250,703 572,554 134,014 957,271 Bank 2011 193,913 375,338 74,286 643,537 In 2011, the BIR issued Revenue Regulations (RR) No. 4-2011 which requires banks to allocate and claim as deduction only those costs and expenses attributable to RBU to arrive at the taxable income of the RBU subject to regular income tax. Any cost or expense related with or incurred for the operations of the FCDU are not allowed as deduction from the RBU’s taxable income. In computing for the amount allowable as deduction from RBU operations, all costs and expenses should be allocated between RBU and FCDU by specific identification. 22. Miscellaneous Income This account consists of the following: Rent income Income from assets acquired Dividends Others Current tax regulations also provide for the ceiling on the amount of entertainment, amusement and recreation (EAR) expense that can be claimed as a deduction against taxable income. In 2012 and 2011, EAR amounted to 161.8 million and 76.4 million, respectively, for the Group and 158.3 million and 72.4 million, respectively, for the Parent Bank (see Note 23). Under the regulation, EAR expense allowed as a deductible expense for a service company like the Parent Bank and some of its subsidiaries is limited to the actual EAR paid or incurred but not to exceed 1.0% of net revenue. Note 28 Consolidated 2012 2011 24,285 22,665 20,512 41,308 10,205 8,734 135,286 448,663 190,288 521,370 Parent Bank 2012 2011 30,107 28,270 6,328 42,737 132,842 7,132 35,020 398,008 204,297 476,147 FCDU offshore income (income from non-residents) is tax-exempt while gross onshore income (income from residents) is subject to 10.0% income tax. In addition, interest income on deposit placements with other FCDUs and offshore banking units (OBUs) is taxed at 7.5%. Income derived by the FCDU from foreign currency transactions with non-residents, OBUs, local commercial banks including branches of foreign banks is 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 10.0% income tax. The provision for income tax consists of: Consolidated 2012 2011 Current: Final tax RCIT MCIT Others include recovery on written-off accounts and penalty charges. Deferred 23. Miscellaneous Expense 676,044 171,064 86,507 933,615 (31,705) 901,910 654,760 147,683 70,030 872,473 (12,820) 859,653 Parent Bank 2012 2011 663,163 — 75,009 738,172 826 738,998 647,987 — 70,030 718,017 (4,299) 713,718 This account consists of the following: The reconciliation of the statutory income tax to the effective income tax is shown below: Representation and entertainment Postage, telephone, cable and telegram Travelling expense Fuel and lubricant Stationery and supplies used Management and other professional fees Supervision and examination fees Computer-related expense Advertising Fees and commission Freight expense Membership fees Fines, penalties and other charges Miscellaneous Note 24 Consolidated 2012 2011 161,824 76,426 138,453 136,671 107,128 104,515 85,859 76,001 81,372 83,403 77,607 83,619 74,768 62,076 59,429 32,258 35,014 33,640 18,590 22,048 12,762 18,230 9,046 8,678 1,939 4,506 66,584 82,182 930,375 824,253 Parent Bank 2012 2011 158,306 72,421 127,289 126,763 99,844 96,305 78,640 68,545 72,409 75,016 60,205 80,712 71,904 60,415 58,637 32,203 25,475 31,941 15,091 20,636 10,279 15,516 8,731 8,172 1,396 269 35,376 24,795 823,582 713,709 24. Income and Other Taxes Under Philippine tax laws, the RBU of the Parent Bank and its domestic subsidiaries are subject to percentage and other taxes (presented as “Taxes and licenses” in the statement of income) as well as income taxes. Percentage and other taxes paid consist principally of gross receipts tax (GRT) and documentary stamp taxes (DST). Income taxes include corporate income tax, as discussed below, and 20.0% final taxes paid, which is a final withholding tax on gross interest income from government securities and other deposit substitutes. The corporate income tax rate is 30.0%. Interest allowed as a deductible expense is reduced by an amount equivalent to 33.0% of interest income subjected to final tax. Statutory income tax Tax effects of: FCDU income Nondeductible expenses Net unrecognized DTA Tax paid and tax-exempt income Nontaxable income Effective income tax (458,688) 644,122 (38,323) (227,990) (249,926) 901,910 (364,703) 441,448 168,810 (248,817) (312,879) 859,653 Parent Bank 2012 2011 1,046,266 846,071 (458,688) 628,544 (31,381) (241,784) (203,959) 738,998 (364,703) 426,713 205,426 (248,738) (151,051) 713,718 Components of net deferred tax liabilities are as follows: Consolidated 2012 2011 Deferred tax asset on: Allowance for credit and impairment losses Unrealized loss on foreclosed assets Accumulated depreciation on investment properties MCIT Others Deferred tax liability on: Lease income differential between finance and operating lease method Unrealized gain on AFS financial assets Retirement asset Expense on LTNCD Unrealized gain on financial assets at FVPL Unrealized gain on foreclosure Others Net deferred tax liabilities 138 / UCPB 2012 Annual Report Consolidated 2012 2011 1,232,715 1,175,794 38,148 6,258 6,186 — 725 51,317 (52,373) (24,515) (22,819) (15,446) (5,052) — (9,786) (129,991) ( 78,674) 20,559 5,665 467 41 — 26,732 (28,245) (15,823) (3,171) (13,680) (3,608) (19,655) (8,671) (92,853) ( 66,121) Parent Bank 2012 2011 — — — — — — — — (1,904) (15,446) (5,052) — (8,916) (31,318) ( 31,318) — — — — — — — — (1,904) (13,680) (3,608) (2,629) (8,671) (30,492) ( 30,492) UCPB 2012 Annual Report / 139 Components of net deferred tax assets shown in the consolidated statement of financial position follow: 25. Capital Deferred tax asset on: Allowance for credit and impairment losses Provision for accrual of expenses Retirement liability Others Deferred tax liability on: Unrealized gain on foreclosure Lease income differential between finance and operating lease method Unrealized gain on FVPL Net deferred tax assets 2012 2011 83,548 2,516 1,911 1,843 89,818 52,570 3,308 1,990 1,737 59,605 (2,918) (1,050) (10) (3,978) 85,840 (5,350) — (54) (5,404) 54,201 Allowance for credit and impairment losses NOLCO Unrealized loss on AFS financial assets MCIT Accrued expense Unrealized foreign exchange loss Accumulated depreciation on investment properties Unrealized loss on foreclosure 5,431,396 277,081 192,706 176,828 80,118 70,476 44,514 40,119 6,313,238 5,414,282 4,172,110 82,589 107,036 19,277 61,708 62,892 — 9,919,894 Parent Bank 2012 2011 5,671,991 266,014 192,706 176,750 80,118 70,476 63,056 40,119 6,561,230 5,313,711 4,157,813 82,406 107,036 19,277 61,708 57,441 — 9,799,392 Management believes that the future income tax benefits arising from these temporary differences can be realized in the coming years. The breakdown of NOLCO with the corresponding validity periods follow: Consolidated Year Incurred 2012 2011 2010 2009 Amount 1,896 6,472 268,713 3,895,029 4,172,110 Applied/Expired — — — 3,895,029 3,895,029 Year Incurred 2010 2009 Amount 266,014 3,891,799 4,157,813 Applied/Expired — 3,891,799 3,891,799 Balance 1,896 6,472 268,713 — 277,081 Expiry Year 2015 2014 2013 2012 Balance 266,014 — 266,014 Expiry Year 2013 2012 Parent Bank Details of the MCIT are as follows: Consolidated Year Incurred 2012 2011 2010 2009 Amount 75,087 70,030 31,711 5,295 182,123 Applied/Expired — — — (5,295) ( 5,295) Balance 75,087 70,030 31,711 — 176,828 Expiry Year 2015 2014 2013 2012 Parent Bank Year Incurred 2012 2011 2010 2009 140 / UCPB 2012 Annual Report Amount 75,009 70,030 31,711 5,295 182,045 Applied/Expired — — — (5,295) ( 5,295) Balance 75,009 70,030 31,711 — 176,750 Common stock - 1 par value Authorized shares - 1,497,170,231 shares in 2012 and 2011 Subscribed - 1,497,170,231 shares (net of subscription receivable of 12,327) Special Preferred stock - 1 par value Authorized shares - 1,752,829,769 shares in 2012 Subscribed Capital notes Note 1 1 1 1,484,843 12,000,000 13,484,843 Common Shares A substantial portion of the outstanding common shares of the Bank remains sequestered as a result of the sequestration orders issued by the PCGG on June 26, 1986. Court proceedings on the ownership issue have been ongoing since then with the Sandiganbayan and the Supreme Court. In the meantime, PCGG exercises the right to vote on the sequestered shares of the Bank. The Group and the Parent Bank did not set up deferred tax asset on the following temporary differences: Consolidated 2012 2011 As at December 31, 2012 and 2011, the Bank’s equity consists of: Expiry Year 2015 2014 2013 2012 On July 11, 2003, the Sandiganbayan promulgated its “Partial Summary Judgment” granting the ROP’s “Motions for Partial Summary Judgment” and stated that 64.98% of the Bank’s shares of stock, which form part of the 72.2% charged by the Philippine Coconut Authority (PCA) to the Coconut Consumers Stabilization Fund (CCSF), are conclusively owned by the ROP and that the Bank’s shares registered in the name of defendant Cojuangco and those of his dummies and nominees belong to the ROP as the true and beneficial owner. On May 11, 2007, the Sandiganbayan ruled that there are no more triable issues that have to be addressed that would necessitate the presentation of evidence by the parties. The Sandiganbayan had rendered Partial Summary Judgment promulgated on July 11, 2003 that practically excluded any other issue concerning the ownership of the 72.2% shares of the Bank, which the Court has declared to be owned by the government. As the Sandiganbayan had already declared Presidential Decree (P.D.) 755 to be constitutionally infirm: “(i) for having allowed the use of the CCSF to benefit directly private interests by the outright and constitutional grant of absolute ownership of the UCPB (formerly First United Bank or “FUB”) shares paid for by PCA entirely with the CCSF to the undefined “coconut farmers”, which negated or circumvented the national policy or public purpose declared by P.D. No. 755 to accelerate the growth and development of the coconut industry and achieve its vertical integration; and (ii) for having unduly delegated legislative power to the PCA”, there appears to be no other issue on ownership, such defense of defendants COCOFED, et al. which seeks to prove during trial will necessarily fail and would only be a futile effort. While initially, in its Partial Summary Judgment of July 11, 2003, the Court ordered the instant case to proceed with respect to issues not disposed of, it appears that all pertinent issues have already been addressed by the Court and trial could be dispensed with. The Sandiganbayan also said that “there is no more point in proceeding with trial where the principal issue of ownership of the Bank’s shares as well as the relevant sub-issues has already been resolved.” On May 28, 2007, defendant Cojuangco filed a Motion for Reconsideration/ Modification, praying that the Resolution of the Court on May 11, 2007 be reconsidered so as to allow defendant Cojuangco to present evidence in his defense, particularly on the fact the Court itself has found relevant but not established because not stipulated upon, and his counterclaims, subject to whatever rebuttal evidence plaintiff may present and, thereafter, the Court may declare its “Partial Summary Judgment” of July 11, 2003, subject to whatever modifications it may find appropriate to make, final and subject to appeal by any of the parties.” On May 28, 2007, COCOFED, et. al., filed a Class Action Petition for Review on Certiorari praying that the Supreme Court: (i) annul and set aside the Partial Summary Judgment dated July 11, 2003; (ii) annul and set aside the Partial Summary Judgment dated May 7, 2004 (see Note 29), and Resolution dated May 11, 2007, of the Sandiganbayan; (iii) dismiss with prejudice, the two cases in so far as COCOFED, et. al., and the more than one million coconut farmers who are similarly situated are concerned; and (iv) lift the sequestration orders of the PCGG issued and levied over the sequestered assets. However, in its Resolution dated June 5, 2007, the Sandiganbayan declared that “in view of its judgment declaring ownership in favor of the government of the subject UCPB shares, the Partial Summary Judgment is now considered a final and appealable judgment.” On June 20, 2007, defendant Cojuangco filed a Motion for Reconsideration on the Sandiganbayan Resolution dated June 5, 2007, and the Partial Summary Judgment dated July 11, 2003. The court did not grant defendant Cojuangco any opportunity to present evidence on his counterclaims, nor did it render judgment thereon; and the Court’s decision is “indefinite” and may not be considered as final and may not be executed in at least two aspects, namely: (i)it does not identify with particularity “the Cojuangco UCPB shares of stock” which are declared as belonging to the plaintiff Republic as the true and beneficial owner; and UCPB 2012 Annual Report / 141 ii) while it includes in its judgment the UCPB shares of stock of alleged fronts, nominees and dummies of defendant Cojuangco which form part of the 72.2% shares of the FUB/UCPB paid for by the PCA, the alleged fronts, nominees and dummies are not named and identified, much less the particular shares of stock belonging to them. On November 29, 2007, the Sandiganbayan resolved that the Motion for Reconsideration of defendant Cojuangco was bereft of merit as it found no cogent reasons to reverse its Resolution of June 5, 2007 and the Partial Summary Judgment dated July 11, 2003. Consequently, defendant Cojuangco filed a separate Petition for Review under Rule 45 praying that the Supreme Court annual the “Partial Summary Judgment” of July 11, 2003, particularly the portion pertaining to the 7.22% UCPB shares transferred to him. On January 24, 2012, the Supreme Court denied the petition of COCOFED, et. al., and affirmed the resolutions issued by the Sandiganbayan on June 5, 2007, that there is no more necessity of further trial with respect to the issue of ownership of (i) the sequestered UCPB shares, (ii) the CIIF block of SMC shares, and (iii) the CIIF Companies as they have been finally adjudicated in the Partial Summary Judgment dated July 11, 2003 and May 7, 2004. The January 24, 2012 decision, however, did not resolve the issues raised in Cojuangco’s petition. The BSP sets and monitors capital requirements for the Bank. In implementing current capital requirements, the BSP requires the Bank to maintain a prescribed ratio of qualifying capital to risk-weighted assets. In addition, the risk-based capital ratio (RBCAR) of a bank, expressed as a percentage of qualifying capital to risk-weighted assets, should not be less than 10.0% for both stand-alone basis (head office and branches) and consolidated basis (Parent Bank and subsidiaries engaged in financial allied undertakings but excluding insurance companies). Qualifying capital and riskweighted assets are computed based on BSP regulations. Risk-weighted assets consist of total assets less cash on hand, due from BSP, loans covered by hold-out on or assignment of deposits, loans or acceptances under letters of credit to the extent covered by margin deposits and other non-risk items determined by the MB of the BSP. On August 4, 2006, the BSP, under BSP Circular No. 538, issued the prescribed guidelines implementing the revised risk-based capital adequacy framework for the Philippine banking system to conform to Basel II capital adequacy framework. The new BSP guidelines took effect on July 1, 2007. Thereafter, banks were required to compute their Capital Adequacy Ratio CAR using these guidelines. The Bank’s RBCAR, as submitted to the BSP as at December 31, 2012 and 2011 are shown in the table below: On February 14, 2012, COCOFED et. al., filed a Motion for Reconsideration (the “Motion”) of the decision rendered by the Supreme Court on January 24, 2012, citing certain substantial and grave errors of fact. The Motion was denied with finality by the Supreme Court on September 4, 2012. On November 27, 2012, the Supreme Court denied defendant Cojuangco’s petition and affirmed the portion of Sandiganbayan’s Partial Summary Judgment dated July 11, 2003 declaring the UCPB shares transferred to defendant Cojuangco as “conclusively” owned by the ROP. As at May 30, 2013, entries of judgment have yet to be issued by the Supreme Court in both the COCOFED, et al. and defendant Cojuangco cases. Special Preferred Shares On May 10, 2011, the SEC approved the amendments on the Articles of Incorporation of the Bank including the reclassification of 1,002,829,769 unissued common shares and 750,000,000 unissued preferred shares of the Bank, all with par value of 1.0 per share into 1,752,829,769 perpetual, non-cumulative, special preferred shares. In the event of winding up, the holder(s) of Special Preferred Shares shall have no priority claim in respect of principal and dividends on the Special Preferred Shares which is higher than or equal to that of the depositors, other creditors and holders of Lower Tier 2 and Upper Tier 2 capital instruments, if any, of the Bank. However, the rights and claims of such holder(s) of the Special Preferred Shares, in the event of winding up, are superior to the rights and claims of holder(s) of Common Stock. No stockholder of the Bank shall have any pre-emptive right or preferential right to purchase or subscribe to: (i) the 1,752,829,769 Special Preferred Shares stated above, (ii) any additional Special Preferred Shares, (iii) any unissued Common Stock upon conversion of Special Preferred Shares, and (iv) any unissued Common Stock upon conversion of the Interim Capital Notes of the Bank, with (ii), (iii) and (iv) becoming operative upon an increase in the authorized capital stock of the Bank. Capital Notes As fully discussed in Note 1, the Bank obtained 12.0 billion financial assistance from PDIC on July 7, 2003 consisting of a 7.0 billion 5.0% Unsecured Subordinated debt due in 2013 and 5.0 billion proceeds from sale of NPLs with buyback by 2013. On March 31, 2009, the ROP, PDIC, PCGG and the Bank agreed to convert the PDIC financial assistance into Capital Notes. On the same date, the Bank issued 12.0 billion Interim Tier 1 Capital Notes (the “Capital Notes” or “Notes”) to PDIC which will qualify as Interim Tier 1 capital. As discussed also in Note 1, the Capital Notes has no maturity date but shall become due and demandable if the Bank fails to perform any of its material obligations under the Notes. As not all such obligations are within the control of the Bank, the Capital Notes does not qualify as an equity instrument under PAS 32, Financial Instruments: Presentation. Under PAS 32, the Capital Notes should be presented as a financial liability in the statement of financial position. However, as allowed by the BSP and in keeping with the objectives of the Rehabilitation Plan, the Bank has presented the Capital Notes in the equity section of the statement of financial position. Capital Management The primary objectives of the Group’s capital management are to ensure that it complies with externally imposed capital requirements and it maintains strong credit ratings and healthy capital ratios in order to support its business and to maximize shareholders’ value. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividend payment to shareholders, return capital structure, or issue capital securities. No changes were made in the objectives, policies and processes from the previous years. Regulatory Qualifying Capital Under existing BSP regulations, the determination of the Parent Bank’s compliance with regulatory requirements and ratios is based on the amount of the Parent Bank’s “unimpaired capital” (regulatory net worth) as reported to the BSP, which is determined on the basis of regulatory accounting policies which differ from PFRS in some respects. The amount of surplus funds available for dividend declaration is also determined on the basis of regulatory net worth after considering certain adjustments. 142 / UCPB 2012 Annual Report Tier 1 capital Tier 2 capital Gross qualifying capital Less required deductions Total qualifying capital Risk weighted assets Tier 1 capital ratio Total capital ratio Consolidated Parent Bank 2012 2011 2012 2011 (In Millions) 19,394 16,529 19,333 16,529 887 659 799 587 20,281 17,188 20,132 17,116 2,179 1,720 5,541 4,683 18,102 15,468 14,591 12,433 146,954 129,762 136,214 121,299 11.95% 12.32% 11.66% 11,92% 10.71% 10.71% 10.25% 10.25% The regulatory qualifying capital of the Group and of the Parent Bank consists of Tier 1 (core) capital, which comprises paid-up common, capital notes, surplus (deficit) including current year profit and surplus reserves less required deductions such as unbooked valuation reserves (except for the 22.7 billion deferral of losses as at December 31, 2012 as discussed in Note 15), unsecured credit accommodations to directors, officers, stockholders and related interests (DOSRI) and deferred tax. The other component of regulatory capital is Tier 2 (supplementary) capital, which includes unsecured subordinated debt and general loan loss provision. As at December 31, 2012 and 2011, considering the regulatory relief mentioned in Note 1, the Bank has already complied with the required RBCAR. Also, as discussed in Note 1, on February 26, 2009, the MB of the BSP exempted the Bank from sanctions that may be imposed for its non-compliance with the 10.0% CAR and all capital-based regulatory ratios for the year 2008 until such time that the Bank’s Rehabilitation Plan is fully implemented and approved the Bank’s request for temporary relief by reducing the Bank’s CAR to 8.0% for a period of three years up to 2011 or until such time that the Bank is able to comply with the required 10.0% CAR, whichever comes first. 26. Surplus Reserves This account consists of: Reserve for trust business Reserve for self-insurance Reserve for contingencies Others 2012 117,664 26,000 6,000 — 149,664 2011 117,664 26,000 6,000 746,819 896,483 In compliance with existing BSP regulations, 10.0% of the Parent Bank’s income from trust business is appropriated to surplus reserves. This yearly appropriation is required until the surplus reserve for trust business equals 20.0% of the Parent Bank’s regulatory net worth (see Note 29). Reserve for self-insurance represents the amount set aside to cover losses due to fire, defalcation by and other unlawful acts of the Parent Bank’s personnel or third parties. “Others” represents stock dividends declared on common stock in prior years, which were not released to the Parent Bank’s shareholders due to the unsettled sequestration issue. In 2012, the amount of 746.8 million was transferred out of Surplus Reserves to Deficit. UCPB 2012 Annual Report / 143 As at December 31, 2012 and 2011, the retirement asset liability was fully recognized because it did not exceed the limit as provided by PAS 19, Employee Benefits. 27. Retirement Plan and Other Employee Benefits Changes in the present value of retirement obligation follow: Expenses recognized for salaries and employee benefits are presented below: Consolidated 2012 2011 1,091,540 1,006,082 403,478 435,795 126,098 137,332 123,211 84,126 1,744,327 1,663,335 Salaries and wages Fringe benefits Short-term medical benefits Retirement - defined benefit plan Parent Bank 2012 2011 928,708 869,495 370,132 411,850 120,429 124,582 112,584 76,690 1,531,853 1,482,617 The Parent Bank and its significant subsidiaries have funded noncontributory defined benefit retirement plans covering all their respective permanent and full-time employees. Balance at beginning of year Actuarial losses Benefits paid Interest cost Current service cost Balance at end of year Average remaining working life Discount rate Expected rate of return on assets Future salary increases Parent Company 16 years 6.6% 7.0% 5.0% USB 16 years 6.9% 6.0% 6.0% 2011 USI 16 years 12.0% 7.0% 5.0% Parent Company 16 years 9.0% 8.0% 6.0% USB 16 years 10.7% 6.0% 6.0% USI 17 years 12.0% 7.0% 5.0% Parent Bank 2012 2011 1,643,131 1,253,630 213,183 322,648 (132,953) (129,084) 108,447 112,827 107,986 83,110 1,939,794 1,643,131 Consolidated 2012 2011 1,502,624 1,469,193 119,863 (12,191) (135,620) (143,185) 104,950 117,088 117,104 71,719 1,708,921 1,502,624 Parent Bank 2012 2011 1,484,309 1,444,114 119,559 (12,352) (132,953) (129,084) 103,902 115,530 106,237 66,101 1,681,054 1,484,309 Consolidated 2012 2011 ( 196,484) 165,903 (223,156) (348,682) 119,863 (12,191) (299,777) (194,970) 1,674 (1,514) ( 298,103) ( 196,484) Parent Bank 2012 2011 ( 165,169) 171,526 (213,183) (322,648) 119,559 (12,352) (258,793) (163,474) 53 (1,695) ( 258,740) ( 165,169) The movements in the fair value of plan assets follow: The principal actuarial assumptions used in determining the retirement liability of the Parent Bank and significant subsidiaries as at January 1, 2012 and 2011 are shown below: 2012 Consolidated 2012 2011 1,695,171 1,286,946 223,156 348,682 (135,620) (143,185) 112,039 116,400 114,448 86,328 2,009,194 1,695,171 Balance at beginning of year Actuarial gains (losses) Benefits paid Expected return on plan assets Contributions Balance at end of year The movements in unrecognized actuarial gains (losses) follow: As at December 31, 2012, the discount rate (with reference to PDST-R2 index) of the Parent Bank, USB and USI is 6.6%, 6.9% and 12.0%, respectively. The overall expected rate of return on plan assets is determined based on the market prices prevailing on that date applicable to the year over which the obligation is to be settled. The net retirement asset (liability) of the Group and the Parent Bank follows: Consolidated 2012 2011 1,708,921 1,502,624 2,009,194 1,695,171 (300,273) (192,547) (298,103) (196,484) ( 2,170) 3,937 Fair value of plan assets Present value of obligation Deficit Unrecognized actuarial losses Net retirement asset (liability) Actuarial gains (losses) recognized Balance at end of year Parent Bank 2012 2011 1,681,054 1,484,309 1,939,794 1,643,131 (258,740) (158,822) (258,740) (165,169) — 6,347 Retirement asset Retirement liability Net retirement asset Consolidated 2012 2011 4,201 10,570 (6,371) (6,633) ( 2,170) 3,937 Parent Bank 2012 2011 — 6,347 — — — 6,347 The movements in the retirement asset (liability) recognized in the statement of financial position follow: Balance at beginning of year Retirement expense Contributions Balance at end of year 144 / UCPB 2012 Annual Report Consolidated 2012 2011 3,937 16,344 (123,211) (84,126) 117,104 71,719 ( 2,170) 3,937 The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: 2012 Cash and cash equivalents Fixed income Equity instruments Others Retirement asset (liability) included in Other assets (Other liabilities) are as follows: Note 14 19 Balance at beginning of year Actuarial losses on retirement obligation Actuarial gains (losses) on plan assets Parent Bank 2012 2011 6,347 18,958 (112,584) (78,712) 106,237 66,101 — 6,347 Parent Bank 6.92% 42.72% 45.06% 5.30% 100.00% USB 37.27% 49.45% 3.18% 10.10% 100.00% 2011 USI 15.33% 51.39% 30.92% 2.36% 100.00% Parent Bank 6.09% 50.73% 36.40% 6.78% 100.00% USB 30.59% 66.55% — 2.86% 100.00% USI 15.33% 51.39% 30.92% 2.36% 100.00% The amounts included in “Compensation and fringe benefits” in the statement of income are as follows: Current service cost Interest cost Expected return on plan assets Amortizations of actuarial gains (losses) Consolidated 2012 2011 114,448 86,328 112,039 116,400 (104,950) (117,088) 1,674 (1,514) 123,211 84,126 Parent Bank 2012 2011 107,986 83,110 108,447 112,827 (103,902) (115,530) 53 (1,695) 112,584** 78,712* * P2.0 million of which pertains to retirement expense charged by the Parent Bank to subsidiaries for seconded employees. ** P2.4 million of which pertains to retirement expense charged by the Parent Bank to subsidiaries for seconded employees. UCPB 2012 Annual Report / 145 The actual return on plan assets follows: Consolidated 2012 2011 119,863 ( 12,191) 104,950 117,088 224,813 104,897 Actuarial gains (losses) on plan assets Expected return on plan assets Parent Bank 2012 2011 119,559 ( 12,352) 103,902 115,530 223,461 103,178 The Group and the Parent Bank expect to contribute 141.3 million and 127.3 million, respectively, to its retirement plan in 2013. Amounts for the current and previous years follow: Fair value of plan assets Present value of retirement obligation Surplus (deficit) Experience adjustments on retirement obligation Experience adjustments on plan asset Change in assumptions 2012 1,708,921 2,009,194 (300,273) 36,790 119,863 186,366 2011 1,502,624 1,695,171 (192,547) (76,210) (12,191) (154,022) Consolidated 2010 2009 1,469,193 1,187,066 1,286,946 1,041,886 182,247 145,180 55,026 (78,381) 234,563 158,421 144,694 77,427 Fair value of plan assets Present value of retirement obligation Surplus (deficit) Experience adjustments on retirement obligation Experience adjustments on plan asset Change in assumptions 2012 1,681,054 1,939,794 (258,740) 34,510 119,559 178,674 2011 1,484,309 1,643,131 (158,822) (51,427) (12,352) (154,022) Parent Bank 2010 2009 1,444,114 1,159,254 1,253,630 1,002,301 190,484 156,953 51,427 (94,352) 234,358 157,830 154,022 77,171 2008 970,068 976,655 (6,587) 250,520 (64,806) (243,765) 2008 938,510 949,867 (11,357) 255,438 (64,585) (242,863) BSP Circular No. 560 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 loans, other credit accommodations and guarantees to each of the bank’s/quasi-bank’s subsidiaries and affiliates shall not exceed 10.0% of the net worth of the lending bank/quasi-bank, provided that the unsecured portion of which shall not exceed 5.0% of such net worth. Further, the total outstanding loans, credit accommodations and guarantees to all subsidiaries and affiliates shall not exceed 20.0% of the net worth of the lending bank/quasi-bank; and the subsidiaries and affiliates of the lending bank/quasi-bank are not related interest of any director, officer and/or stockholder of the lending institution, except where such director, officer or stockholder sits in the BOD or is appointed officer of such corporation as representative of the bank/quasi-bank. As at December 31, 2012 and 2011, the total outstanding loans, other credit accommodations and guarantees to each of the Parent Bank’s subsidiaries and affiliates did not exceed 10.0% of the Parent Bank’s net worth, as reported to the BSP, and the unsecured portion did not exceed 5.0% of such net worth and the total outstanding loans, other credit accommodations and guarantees to all such subsidiaries and affiliates represent 8.6% and 10.5%, respectively, of the Parent Bank’s net worth. The account balances with respect to transactions of the Parent Bank with its subsidiaries as at and for the years ended December 31, 2012 and 2011 follow: Elements of Transactions Statements of Financial Statements of Position Amounts Income Amounts Related Party USB ULFC USI 28. Related Party Transactions Parties are considered to be related if 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. BRC In the ordinary course of business, the Group has loan and deposit transactions with certain directors, officers, stockholders, and related interests (DOSRI). The Parent Bank also has loans and deposit transactions with its subsidiaries and associates. Under existing policies of the Group, these loans are made on substantially the same terms as loans granted to other individuals and businesses of comparable risks. Existing banking regulations limit the amount of individual loans to DOSRI, 70.0% of which must be secured, to the total of their respective deposits and book value of their respective investments in the lending company within the Group. In the aggregate, loans to DOSRI generally should not exceed the respective total equity or 15.0% of the total loan portfolio of the Group, whichever is lower. In 2012 and 2011, interest income on DOSRI loans amounted to 11.0 million and 10.7 million, respectively. GHDC UPI-MHC BSP Circular No. 423 dated March 15, 2004 amended the definition of DOSRI accounts. The following table shows information relating to the loans, other credit accommodations and guarantees classified as DOSRI accounts under regulations existing prior to the said Circular, and new DOSRI loans, other credit accommodations granted under said circular: Total outstanding DOSRI accounts* Percent of DOSRI accounts granted prior to effectivity of BSP Circular No. 423 to total loans Percent of DOSRI accounts granted after effectivity of BSP Circular No. 423 to total loans Percent of DOSRI accounts to total loans Percent of unsecured DOSRI accounts to total DOSRI accounts Percent of past due DOSRI accounts to total DOSRI accounts* Consolidated 2012 2011 220,366 289,868 Parent Bank 2012 2011 217,704 287,058 0.26% 0.46% 0.29% 0.50% 0.26% 0.26% 18.21% 1.58% 0.46% 0.46% 14.13% 1.22% 0.29% 0.29% 18.43% 1.60% 0.50% 0.50% 14.27% 1.24% UFEC Nature of Transaction Loans and receivable Accounts receivable Deposit liabilities Interest income Interest expense Rent income Loans and receivable Accounts receivable Deposit liabilities Interest income Interest expense Rent income Accounts receivable Deposit liabilities Interest expense Rent income Loans and receivable Deposit liabilities Interest income Interest expense Deposit liabilities Accounts receivable Deposit liabilities Interest expense Deposit liabilities Interest expense 2012 300,000 54 86,141 — — — 840,250 120 287,416 — — — 152 35,483 — — 98,470 29,928 — — 37,614 105,070 509 — 5,089 — 2011 80,000 684 118,558 — — — 650,250 414 95,759 — — — 200 33,888 — — 193,714 17,722 — — 24,464 105,070 1,799 — 5,020 — 2012 — — — 6,496 149 4,141 — — — 37,578 197 1,507 — — 124 1,090 — — 1,495 118 — — — 4 — 161 2011 — — — 3,422 157 2,939 — — — 34,263 179 3,153 — — 55 1,260 — — 14,111 150 — — — 19 — 72 Terms 29 and 44 days;5.25% On-demand On-demand;0.25% 3 years 30 and 31 days;5.45% On-demand On-demand;0.25% Conditions Unsecured Unsecured Unsecured Unsecured Unsecured 5 years On-demand On-demand;0.25% Unsecured 3 years 59 days;7% On-demand;0.25% 35 days;2% Unsecured On-demand;0.25% On-demand On-demand;0.25% On-demand; 0.25% and 30 days; 3.25% Transactions with Subsidiaries For the years ended December 31, 2012 and 2011, transactions with subsidiaries involving financial assets at FVPL and AFS financial assets include outright sales totaling 6.5 billion and 5.8 billion, respectively, and outright purchases totaling 7.8 billion and 5.7 billion, respectively. Gains (losses) on sale of financial assets at FVPL and AFS financial assets in 2012 and 2011 amounted to 15.3 million and 26.7 million, respectively. In 2012 and 2011, the Parent Bank purchased lease contracts and other loans receivables from ULFC, on a without recourse basis, with a total price of 709.45 million and 570.6 million, respectively. The Parent Bank has lease agreements with some of its subsidiaries in 2012 and 2011 with monthly rental of 0.6 million for both years for periods ranging from one to three years. The lease agreements include the share of the subsidiaries in the maintenance of the building. The income related to these agreements, is included as rent income under “Miscellaneous income” in the Parent Bank’s statement of income. Accounts receivable from UPI-MHC pertains to expenses paid by the Parent Bank, which were billed subsequently for reimbursement. *As reported to the BSP 146 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 147 Transactions with Associates The account balances with respect to transactions of the Parent Bank with its associates as at and for the years ended December 31, 2012 and 2011 follow: On March 5, 1981, the BSP directed the Bank to manage the investments of the CIIF. The Bank, as administrator of the CIIF through its BOD, placed the CIIF assets under the management of the Trust Banking Group (TBG). Elements of Transactions Statements of Financial Statements of Position Amounts Income Amounts Related Party LOCI SPMC SLCOMI GMC UCFDC Nature of Transaction Loans receivable Deposit liabilities Interest income Interest expense Trust fees from CIIF Loans receivable Deposit liabilities Interest income Interest expense Trust fees from CIIF Deposit liabilities Interest expense Trust fees from CIIF Loans receivable Deposit liabilities Interest income Interest expense Trust fees from CIIF Deposit liabilities Accounts payable Interest expense 2012 464,193 32,431 — — — 15,346 36,398 — — — 1,629 — — 550,645 121,524 — — — 4,941 — — 2011 335,117 11,373 — — — — 22,198 — — — 261 — — 804,358 23,558 — — — 337,566 24 — 2012 — — 20,226 206 424 — — — 65 149 — 2 12 — — 21,008 137 459 — — 76 2011 Terms — 111-165 days;4% — On-demand;0.25% 16,525 33 451 — 51-55 days; 0% — On-demand;0.25% 308 41 117 — On-demand;0.25% 1 8 — 148-170 days;4% — On-demand;0.25% 20,781 71 460 — On-demand;0.25% — On-demand 66 Conditions Unsecured Unsecured Unsecured The compensation of the key management personnel of the Group in 2012 and 2011 follows presented as part of “Compensation and fringe benefits” in the statement of income follows: Short-term employee benefits Termination benefit Post-employment benefits Consolidated 2012 2011 301,423 319,955 — 18,623 1,455 1,662 303,085 340,033 when it has sufficient surplus to cover such appropriation. As at December 31, 2012 and 2011, the cumulative unrecognized appropriation amounted to 181.6 million and 176.2 million, respectively. Parent Bank 2012 2011 293,836 284,389 — 18,623 — — 293,836 303,012 Transactions with Other Related Party Loans and receivables from Stepan Philippines, Inc., a related party through the associates, amounted to 182.7 million and 320.7 million as at December 31, 2012 and 2011, respectively, with related interest income of 4.5 million and 6.6 million in 2012 and 2011, respectively. 29. Trust Operations Securities and other properties amounting to 112.4 billion and 95.1 billion as at December 31, 2012 and 2011, respectively, 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 30). In compliance with the requirements of the General Banking Act relative to the Bank’s trust functions: a. Investments in government securities with total face value of 1.1 billion (included under AFS financial assets) and 907.5 million (included under HTM investments) as at December 31, 2012 and 2011, respectively, are deposited with the BSP as security for the Bank’s faithful compliance with its fiduciary obligations; and b. 10.0% 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 20.0% of the Bank’s authorized capital stock. Income from trust operations is reported net of the related expenses. The Parent Bank has investments in LOCI, SPMC, SLCOMI and GMC. The CIIF forms part of the CCSF, otherwise known as the coconut levy fund which was created in 1973 by Presidential Decree No. 276. These CIIF companies have investments in 14 Holding Companies whose funds were invested in SMC shares that were sequestered by the PCGG in May 1986. The ownership of the CIIF block of SMC shares, as well as the CIIF companies, became the subject of legal proceedings before the Sandiganbayan and Supreme Court. On January 24, 2012, the Supreme Court declared that the CIIF block of SMC shares of stock totaling 33,133,266 shares as of 1983 together with all the dividends declared, paid and issued thereon as well as any increments thereto arising from, but not limited to, exercise of pre-emptive rights are declared owned by the government to be used only for the benefit of all coconut farmers and for the development of the coconut industry and ordered reconveyed to the government. The Supreme Court affirmed the resolution issued by the Sandiganbayan on June 5, 2007, that there is no more necessity of further trial with respect to the issue of ownership of the CIIF block of SMC shares, and the CIIF Companies as they have been finally adjudicated in the Partial Summary Judgment dated July 11, 2003 and May 7, 2004. On February 14, 2012, COCOFED et. al., filed a Motion for Reconsideration on the decision rendered by the Supreme Court on January 24, 2012, citing certain substantial and grave errors of fact. The Motion for Reconsideration was denied with finality by the Supreme Court on September 4, 2012. As at May 30, 2013, an entry of judgment has yet to be issued by the Supreme Court in the COCOFED, et al. case. On December 28, 2012, the Bank filed a Special Civil Action for Declaratory Relief seeking clarification on the Bank’s proportionate right, title and interest in the CIIF Companies, as well as the Bank’s indirect equity in the 14 Holding Companies and the CIIF block of SMC shares. The case, docketed as Civil Case No. 12-1251 before the Regional Trial Court of Makati Branch 59, has not reached the pre-trial stage. 30. Commitments and Contingent Liabilities In the normal course of the Group’s operations, there are various outstanding commitments and contingent liabilities 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. No material loss or liability is anticipated to be recognized in the accompanying financial statements as a result of these commitments and transactions. The following is a summary of contingencies and commitments at their peso-equivalent contractual amounts arising from offbalance sheet items: Trust department accounts Standby letters of credit Sight import LC outstanding Spot exchange sold Usance impor tletters of credit outstanding Outward bills for collection Spot exchange bought Others Note 29 Consolidated 2012 2011 112,400,418 95,056,740 1,965,785 1,781,271 612,240 1,282,846 533,650 920,640 187,863 341,424 175,382 136,741 20,525 2,148,160 5,295,536 4,993,428 21,191,399 106,661,250 Parent Bank 2012 2011 112,400,418 95,056,740 1,965,785 1,781,271 612,240 1,282,846 533,650 920,640 187,863 341,424 175,382 136,741 20,525 2,148,160 5,274,978 4,903,461 121,170,841 106,571,283 The Group received various letter notices and preliminary assessment notices from the Bureau of Internal Revenue (BIR) for taxable years 1998 to 2002. The Group, and all other banks with FCDU operations, was assessed for the FCDU’s GRT and DST. The assessments were protested on the basis of their legality. Compromise settlements were made with the BIR and the Group is still waiting for the issuance of clearances. The Group is defendant in various cases pending in courts for alleged claims against the Group, the outcome of which are not fully determinable at present. However, in the opinion of the Group’s management, the liabilities or losses, if any, arising from these claims is not material and should be recorded upon their final determination. As at December 31, 2012 and 2011, the reserve for trust functions amounted to 117.7 million and is shown as part of “Surplus reserves” in the statement of financial position (see Note 26). The amount of surplus for appropriation for 2012 and 2011 in compliance with BSP requirement amounted to 5.4 million and 6.5 million, respectively. This will be recognized by the Bank 148 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 149 Segment information as at and for the year ended December 31 follows: 31. Segment Information The Group’s operating businesses are recognized 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 derives revenues from the following main operating business segments: Corporate and Consumer Banking Group The Corporate and Consumer Banking Group (CCBG) manages the Group’s loan portfolio. It has a Consumer Banking Division to handle the consumer loan market, a Corporate and Commercial Banking Division to handle the corporate and institutional loan markets, and a Remittance Marketing Division for the overseas remittance market. Apart from credit lines, the Corporate and Commercial Banking Division also provides transactional banking, trade finance, foreign exchange, trust banking, financial advisory and capital markets solutions to its corporate and institutional clients. Interest income Interest expense Net interest income (expense) Depreciation and amortization Provision for (reversal of) credit and impairment losses Net interest income (expense) after depreciation and impairment Other income Other expenses Net income or loss before income tax Provision for income tax Net income (loss) for the year ( The CCBG also oversees the Group’s equity brokerage business through USI and the Group’s lease financing business through ULFC. Total assets Total liabilities Branch Banking Group The Branch Banking Group oversees the operation of the Group’s branches and ATM networks, which are the primary sales and distribution platforms for products and services. Its primary tasks are to: solicit deposits; cross-sell and distribute all of the Group’s products and services, as allowed by regulation; generate sales leads for specialized products; and manage customer relationships. Treasury Group The TG manages the Group’s assets and liabilities. Working with the Asset and Liability Committee, TG recommends the pricing strategy for deposits and loans to ensure that deposit-taking units offer competitive yields to generate the funding requirements of the Group, and the lending units, in turn, offer rates that will attract the targeted borrowers. In addition, TG manages the regulatory reserve requirements of the Group as well as ensures its liquidity position. The TG also engages in fixed income securities and foreign exchange trading. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on net income before income tax, which is measured in a manner consistent with that in the statement of income. Interest income Interest expense Net interest income (expense) Depreciation and amortization Provision for (reversal of) credit and impairment losses Net interest income (expense) after depreciation and impairment Other income Other expenses Net income or loss before income tax Provision for income tax Net income (loss) for the year Segment assets are those operating assets that are employed by a segment in its operating activities and that either directly attributable to the segment or can be allocated to the segment on a reasonable basis. Total assets Total liabilities USB The Group considers USB as one operating business segment. USB manages the Group’s consumer loan market particularly focusing on public school teachers and employees of local government units. USB also provides services such as deposit-taking, domestic fund transfers and treasury. Other Segments This segment includes other segments that provide support to its core activities. Segment liabilities are those operating liabilities that result from the operating activities of a segment and that either are directly attributable to the segment or can be allocated to the segment on a reasonable basis. The Group’s assets producing revenues are located in the Philippines (i.e., one geographical location), therefore, geographical segment information is no longer presented. The Group has no significant customers which contribute 10.0% or more of the consolidated revenue, net of interest expense. Funds are ordinarily allocated between segments, resulting in funding cost transfers disclosed in operating income. Interest charged for these funds is based on the Group’s cost of capital. There are no other material items of income or expense between business segments. 150 / UCPB 2012 Annual Report BBG 40,860 (1,934,221) (1,893,361) (247,945) — (2,141,306) (2,349,830) (771,062) (5,262,198) (151) 5,262,349) 153,535,933 158,798,627 BBG 40,020 (1,896,130) (1,856,110) (199,730) — CCBG 4,943,826 (39,995) 4,903,831 — — 4,903,831 2,459,484 (200,922) 7,162,393 (11,913) 7,150,480 11,922,050 3,091,169 CCBG 4,219,138 (63,833) 4,155,305 (50,356) 2012 Treasury Other Segments 4,230,362 41,854 (1,164,062) (22,211) 3,066,300 19,643 — (238,459) — 3,066,300 2,407,621 (150,831) 5,323,090 (630,550) 4,692,540 ( 33,077,954 27,796,030 USB 865,282 (107,803) 757,479 (38,348) Total 10,122,184 (3,268,292) 6,853,892 (524,752) (552,584) (79,611) (632,195) (771,400) 1,270,603 (3,312,314) (2,813,111) (144,161) 2,957,272) 639,520 187,612 (415,379) 411,753 (115,135) 296,618 5,696,945 3,975,490 (4,850,508) 4,821,927 (901,910) 3,920,017 8,457,415 6,148,771 218,578,792 197,880,983 USB 782,526 (82,312) 700,214 (36,342) Total 9,466,487 (2,860,669) 6,605,818 (530,247) (49,675) (471,972) 614,197 167,872 (417,136) 364,933 (130,411) 234,522 5,603,599 3,354,867 (5,046,542) 3,911,924 (859,653) 3,052,271 11,585,440 2,046,386 2011 Treasury Other Segments 4,401,272 23,531 (818,394) — 3,582,878 23,531 — (243,819) (481,982) (15,443) (2,055,840) 929,385 (741,692) (1,868,147) — ( 1,868,147) 3,622,967 285,620 (123,178) 3,785,409 (4,122) 3,781,287 3,567,435 657,264 (88,199) 4,136,500 — 4,136,500 136,424,795 153,026,133 9,595,867 4,232,622 38,234,571 20,525,390 75,128 (145,160) 1,314,726 (3,676,337) (2,506,771) (725,120) ( 3,231,891) 11,742,436 392,870 4,473,769 4,672,971 200,471,438 182,849,986 32. Financial Performance The following basic ratios measure the financial performance of the Group and the Parent Bank before the effects of the adjustments related to the exceptions discussed in the Statement of Compliance under Note 2 to the financial statements for the years ended December 31, 2012 and 2011: Consolidated Parent Bank 2012 2011 2012 2011 Return on average equity (a/b) 20.5% 19.5% 31.4% 30.8% a. Net income 3,920,017 3,059,660 2,748,557 2,106,520 b. Average equity 19,159,631 15,691,771 8,764,862 6,842,083 Return on average assets (c/d) c. Net income d. Average total assets 1.9% 3,920,017 209,525,115 1.6% 1.4% 3,059,660 2,748,557 186,948,683 193,025,849 1.2% 2,106,520 177,931,399 Net interest margin (e/f) e. Net interest income f. Average earning assets 4.2% 6,853,892 164,413,354 4.7% 3.8% 6,605,818 5,908,624 140,741,299 155,751,680 4.0% 5,753,871 142,232,458 UCPB 2012 Annual Report / 151 II. Based on RR No. 15-2010 33. Supplementary Information Required by the Bureau of Internal Revenue (BIR) The Parent Bank reported and/or paid the following types of taxes for 2012: In addition to the disclosures mandated under PFRS, and such other standards and/or conventions as may be adopted, companies are required by the BIR to provide in the notes to the financial statements, certain supplementary information for the taxable year. The amounts relating to such information may not necessarily be the same with those amounts disclosed in the financial statements which were prepared in accordance with PFRS. The following is the Parent Bank’s tax information required for the taxable year ended December 31, 2012 under Regular/Normal Rate: Gross Receipt Tax Under the Philippine tax laws, financial institutions are subject to percentage and other taxes as well as income taxes. Percentage and other taxes paid by the Parent Bank consist principally of GRT and DST. Details of the Parent Bank’s income and related GRT accounts in 2012 are as follows: I. Based on Revenue Regulations (RR) No. 19-2011 A. Sales/Receipts/Fees Interest income: Loans and receivable Trading and investment securities Due from BSP and other banks Interbank loans receivable Total RBU FCDU 5,052,944 62,758 107,329 1,785 5,224,816 — — — — — B. Direct Cost of Services Interest expense Salaries and wages and other contributions Supervision and examination fees Insurance expense - PDIC Total RBU 1,749,100 571,534 60,043 252,070 2,632,747 FCDU — 23,742 1,132 7,453 32,327 RBU 354,529 504,649 132,540 54,492 39,032 73,131 1,158,374 FCDU — 17,693 — — — 1,510 19,203 RBU 550,462 546,540 315,415 306,022 65,312 FCDU 22,867 — 8,540 12,270 2,713 271,972 123,089 40,819 45,019 44,811 39,730 9,687 5,113 1,696 1,870 — 1,436 93,791 90,735 79,416 63,832 61,016 55,821 41,727 19,767 14,269 9,296 8,763 7,864 1,367 610 24,723 2,922,188 — 3,769 2,891 3,311 2,420 2,309 944 815 647 386 328 — — 25 17,744 101,781 C. Operating and Other Income Trading gain Service charges and fees Income from trust operation Gain on asset sold/exchange Foreign exchange gain Miscellaneous Total D. Itemized Deductions Compensation and employee benefits Taxes and licenses Security, messengerial and janitorial Depreciation expense Amortization Occupancy expense: Rent expense Power, light, water Repairs and maintenance IT expenses Litigation expense Insurance expense Miscellaneous expense: Loss on sale of Loss on sale of real and other properties acquired Telephone and postage Travelling expense Representation and entertainment Fuel and lubricant Stationery and supplies Management and other professional fee Advertising and publicity Fees and commission expense Director’s fees Freight expense Membership fees Fines and penalties Periodicals and magazines Miscellaneous Total 152 / UCPB 2012 Annual Report Interest income Other income Gross Receipts 7,388,781 1,712,458 9,101,239 GRT 327,064 119,872 446,936 Other Taxes and Licenses In 2012, other taxes and licenses of the Parent Bank consist of: Amount 405,284 16,186 56,196 1,269 478,935 Documentary stamps tax* Fringe benefit tax Local taxes Others *Includes DST charged to the Parent Bank’s clients/customers Withholding Taxes Details of total remittances in 2012 and balance of withholding taxes as at December 31, 2012 are as follows: Final withholding taxes Withholding taxes on compensation and benefits Expanded withholding taxes Total Remittances Balance 356,258 196,030 48,535 600,823 31,028 13,842 3,399 48,269 Tax Assessments and Cases As at December 31, 2012, the Parent Bank has an ongoing case with the Supreme Court on FCDU GRT. UCPB 2012 Annual Report / 153 REGIONAL OFFICES METRO MANILA 1 REGION Torre Lorenzo Building, Taft Avenue corner P. Ocampo Street Malate, Manila (02) 521-5667; 521-8397 (02) 521-9436 (fax) MINDANAO REGION UCPB Building, R. Magsaysay corner Sales Streets, Davao City (082) 221-2696 (082) 300-3658 (fax) CALOOCAN / MALABON / NAVOTAS CITIES 10th Ave. Caloocan 10th Avenue, cor. A. Mabini Street, Caloocan City (02) 310-5090; 310-5091 (02) 310-5093 METRO MANILA 3 REGION UCPB Building, 725 Aurora Boulevard, New Manila, Quezon City (02) 584-9708; 410-6525 (02) 414-7764 (fax) Caloocan 283 EDSA corner Gen. Tinio Street, Morning Breeze Subdivision, Caloocan City (02) 361-9779; 361-9729 (02) 366-0428 (fax) METRO MANILA 4 REGION UCPB Building, 190 Katipunan Avenue cor. Raja Matanda St., Blue Ridge A, Quezon City (02) 437-8831; 437-8828 (02) 647-1499 (fax) Grace Park Solid Tech Services Building, 205 Rizal Avenue Extension corner 6th Avenue, Caloocan City (02) 365-7305 to 07 (02) 362-1266 (fax) METRO MANILA 5 REGION UCPB Building, 358 Shaw Boulevard, Mandaluyong City (02) 533-4801 (02) 727-3145 (fax) Karuhatan 246 McArthur Highway, Karuhatan, Valenzuela City (02) 291-5224 to 25 (02) 293-1390 (fax) METRO MANILA 7 REGION Ground Floor, UCPB Corporate Offices, 7907 Makati Avenue, Makati City (02) 811-9224; 811-9226 (02) 811-9227 (telefax) NORTH-CENTRAL LUZON REGION UCPB Building, Sto. Rosario corner Plaridel Streets, Angeles City, Pampanga (045) 625-9230 (045) 887-2156 (fax) SOUTH LUZON REGION UCPB Building, Quezon Avenue and Leon Guinto St., Lucena City (042) 373-6821 (042) 710-2303 (telefax) VISAYAS REGION UCPB Building, Osmeña Boulevard, Cebu City (032) 253-3798 (032) 253-0344 (fax) 154 / UCPB 2012 Annual Report BRANCHES AS OF MAY 2013 AS OF MAY 2013 Anonas Hi-Top Supermart, Aurora Boulevard corner F. Castillo St., Project 4, Quezon City (02) 421-0753 to 54 (02) 913-8301 (fax) METRO MANILA METRO MANILA 2 REGION Tres Hermanas Inc. Building Roosevelt Avenue corner Quezon Avennue, Quezon City (02) 372-4740; 372-4741 (02) 372-4739 METRO MANILA 6 REGION Richville Corporate Center, 1314 Commerce Ave. Extension, Madrigal Business Park Ayala Alabang, Muntinlupa City (02) 807-2929; 807-2931 (02) 807-2930 (fax) BRANCHES Malabon 153 M.H. Del Pilar corner Gov. A. Pascual, Tinajeros, Malabon City (02) 352-4776; 352-6119 (02) 442-6900 (fax) Malanday UCPB Building, McArthur Highway corner P. Adriano St., Malanday, Valenzuela City (02) 445-8825, 794-6316 (02) 292-3657 (fax) Navotas Lot 1 Lapu-Lapu Avenue corner North Bay Boulevard, Kaunlaran Village, Navotas City (02) 355-5588; 282-3881 (02) 282-3880 (fax) Paso de Blas Servando Building, Paso de Blas, Malinta, Valenzuela City (02) 332-8515; 291-1099 (02) 293-2811 (fax) Araneta Avenue Doña Nena Building, 425 Araneta Avenue corner Bayani Street, Quezon City (02) 732-9087; 713-1838 (02) 731-2260 (fax) Aurora Boulevard UCPB Building, 725 Aurora Blvd., New Manila, Quezon City (02) 584-9752 to 55 (02) 584-9751 (fax) Banaue PPSTA Dormitory Building, 245 Banaue Street, Quezon City (02) 732-5131; 732-5132 (02) 7712-6388 (fax) Batasan Sweet Haven Square Building, Commonwealth Avenue corner Villongco Street, Quezon City (02) 430-9066; 951-0188 (02) 951-1998 (fax) Blue Ridge UCPB Building, 190 Katipunan Avenue corner Raja Matanda Street, Blue Ridge A, Quezon City (02) 647-1089; 647-1515 (02) 647-1499 (fax) Bohol Avenue UCPB Building, Sgt. Esguerra Street corner Quezon Avenue, South Triangle, Quezon City (02) 926-7626; 927-5606 (02) 922-2098 (fax) Cambridge Coronet Building, Cambridge Street corner Aurora Blvd., Cubao, Quezon City (02) 912-2339 to 40 (02) 912-2341 (fax) Commonwealth Avenue UCPB Building, 125 Commonwealth Avenue, Diliman, Quezon City (02) 931-9395 to 96 (02) 931-0471 (fax) QUEZON CITY Del Monte-Bonifacio 161 Del Monte Avenue, Quezon City (02) 367-0072; 415-2792 (02) 367-0073 (fax) Acropolis The Village Center, 187 E. Rodriguez Jr. Avenue, Bagumbayan (Libis), Quezon City (02) 635-6872; 438-1177 (02) 655-4614 (fax) Diliman J&L Building, 23 Matalino Street, Brgy. Central, Diliman, Quezon City (02) 921-6217; 921-9688 (02) 922-1030 (fax) E. Rodriguez 2 Judge Jimenez Street corner E. Rodriguez Sr. Avenue, Brgy Pinagkaisahan, Cubao, Quezon City (02) 726-8649; 726-1063 (02) 726-1067 (fax) Lagro St. Andrew Building, Quirino Highway, Lagro, Novaliches, Quezon City (02) 930-7291; 930-7293 (02) 930-7276 (fax) Loyola Heights SMRC Building, 331 Katipunan Avenue, Loyola Heights, Quezon City (02) 927-6672 to 75 (02) 433-4308 (fax) Mindanao Avenue UCPB Building, 14 Mindanao Avenue, Dominic Subdivision, Tandang Sora, Quezon City (02) 453-8616; 929-3718 (02) 983-9477 (fax) Muñoz 304 Roosevelt Avenue corner M.H. del Pilar Street, San Francisco del Monte, Quezon City (02) 372-2421; 372-2422 (02) 372-2423 (fax) New Manila Cortes Building, 958 E. Rodriguez, Sr. Avenue, Quezon City (02) 722-5474; 722-4714 (02) 721-8658 (fax) Novaliches UCPB Building, 937 Quirino Highway, Novaliches, Quezon City (02) 939-5590; 419-1609 (02) 939-6435 (fax) P. Tuazon STG Building, 190 P. Tuazon St. corner 10th Avenue, Cubao, Quezon City (02) 911-7221; 911-7202 (02) 911-7208 Quirino Highway 380 Oeshram Building, Sangandaan, Quirino Highway, Novaliches, Quezon City (02) 938-6863 to 64 (02) 938-6865 (fax) Roosevelt Avenue Tres Hermanas, Inc. Building, Roosevelt corner Quezon Avenue, Quezon City (02) 372-4740 to 41 (02) 372-4739 (fax) Tomas Morato F.C. Building, 290 Tomas Morato Avenue, Quezon City (02) 922-1694; 924-7505 (02) 924-6783 (fax) Pioneer San Buena Building, 9 Shaw Blvd. corner Pioneer St., Pasig City (02) 631-3261 to 62 (02) 631-3271 (fax) Visayas Avenue Far East Asia Commercial Complex, 282 Visayas corner Congressional Avenues, Quezon City (02) 924-5504; 924-5107 (02) 924-5884 (fax) San Miguel Unit D San Miguel Properties Center, St. Francis Avenue, Ortigas Center, Mandaluyong City (02) 632-0855 to 57 (02) 632-0862 (fax) Welcome Rotonda 299 E. Rodriguez Avenue, Quezon City (02) 740-8462 to 64 (02) 712-9751 (fax) Tektite West Tower, Philippine Stock Exchange Center, Exchange Road, Ortigas Center, Pasig City (02) 638-6756; 638-6758 (02) 638-6759 (fax) West Avenue CBT Building, 60 West Avenue, Quezon City (02) 371-9796; 374-2143 (02) 374-3048 (fax) SAN JUAN Annapolis Atlanta Centre Building, Annapolis St., Greenhills, San Juan (02) 722-7176; 726-6662 (02) 722-8197 (fax) Greenhills A&E Building, Ortigas Avenue, Greenhills, San Juan (02) 722-6961 to 64 (02) 721-3393 (fax) N. Domingo UCPB Building, 120 N. Domingo Street, San Juan City (02) 726-0521; 744-5564 (02) 724-8008 (fax) PASIG Hanston Square Hanston Square Building, 17 San Miguel Avenue, Ortigas Center, Pasig City (02) 706-0937 to 39 (02) 706-0434 (fax) Ortigas Emerald Building, 14 F. Ortigas Jr. Avenue, Ortigas Center, Pasig City (02) 636-0680; 631-6415 (02) 631-6413 (fax) Pasig UCPB Building, 12 Dr. Sixto Antonio Avenue, Kapasigan, Pasig City (02) 641-0336; 641-0338 (02) 641-3451 (fax) MANDALUYONG Boni Avenue Jemtee Building, 677 Boni Avenue corner Aliw St., Mandaluyong City (02) 533-7651 to 53; (02) 532-1944 (fax) Kalentong 214 Romualdez corner Kalentong Streets, Mandaluyong City (02) 532-0771; 718-0246 (02) 531-0959 (fax) Mandaluyong UCPB Building, 358 Shaw Boulevard, Mandaluyong City (02) 727-5233; 727-1842 (02) 726-2192 (fax) Robinsons Galleria Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City (02) 633-4951; 637-1688 (02) 632-9550 (fax) Shangri-la Plaza 1st Level Shangri-la Plaza Mall, EDSA corner Shaw Blvd., Mandaluyong City (02) 633-9276 to 79 (02) 634-3183 (fax) MARIKINA Concepcion David Building, Bayan-Bayanan Avenue, Concepcion, Marikina City (02) 942-2328 to 29 (02) 948-4020 (fax) Marikina 20 Sumulong Highway, Sto. Niño, Marikina City (02) 646-9639; 646-9641 (02) 646-9640 (fax) RIZAL Antipolo Circumferential Road, Barangay San Roque, Antipolo City (02) 696-7804; 630-1091 (02) 696-7806 (fax) Cainta UCPB Building, Felix Avenue, Junction, Cainta, Rizal (02) 655-4050 to 52 (02) 655-3037 (fax) Masinag Silicone Valley Building, Sumulong Highway, Antipolo City (02) 682-3018; 682-3013 (02) 681-5849 (fax) Q. Plaza Q. Plaza Commercial Complex, Imelda Avenue corner Marcos Highway, Cainta, Rizal (02) 645-7068; 645-2547 (02) 645-2541 (fax) Taytay Fortunil Building, National Road, San Juan, Taytay, Rizal (02) 658-6986 to 89 (02) 658-6990 (fax) MANILA Binondo 509-513 Q. Paredes Street, Binondo, Manila (02) 242-5961 to 62 (02) 242-5665 (fax) Elcano 601-603 Elcano corner San Nicolas Streets, Binondo, Manila (02) 244-4251 to 53 (02) 242-9405 (fax) Escolta FUB Building, David corner Escolta Streets, Sta. Cruz, Manila (02) 243-1326 to 29 (02) 241-4869 (fax) Juan Luna First Binondo Centre Building, 524 Juan Luna Street, Binondo, Manila (02) 243-1980; 243-1982 (02) 243-1981 (fax) Malate 1322 Golden Empire Tower, Roxas Boulevard corner Padre Faura, Ermita, Manila (02) 567-0020; 353-3325 (02) 526-7455 (fax) P. Ocampo Torre Lorenzo Building, Taft Avenue corner P. Ocampo St., Malate, Manila (02) 536-3119; 536-3120 (02) 523-1766 (fax) P. Paterno 713 P. Paterno Street, Quiapo, Manila (02) 733-4239; 733-4941 (02) 733-4225 (fax) San Andres Marc 2000 Tower, 1973 Taft Avenue corner San Andres Street, Malate, Manila (02) 524-5426; 524-8116 (02) 524-8107 (fax) Soler Aceada Building, 949-951 Soler Street, Binondo, Manila (02) 245-0216; 245-0016 (02) 245-0011 (fax) T.M. Kalaw Traveller’s Life Building, 490 T.M. Kalaw corner Cortada St., Ermita, Manila (02) 522-4775; 522-0746 (02) 524-0504 (fax) Tomas Mapua Hian Chiong Building, 725 Tomas Mapua Street, Sta. Cruz, Manila (02) 733-3367; 734-3158 (02) 733-3359 (fax) U.N. Avenue Medical Center Manila Building, U.N. Avenue corner Gen. Luna Street, Ermita, Manila (02) 521-3089; 521-3091 (02) 521-3090 (fax) MAKATI Main Office Ground Floor, UCPB Corporate Offices, 7907 Makati Avenue, Makati City (02) 811-9243; 811-9245 (02) 811-9222 (fax) Aguirre PET Building, 114 Aguirre St., Legaspi Village, Makati City (02) 892-3778; 817-8217 (02) 892-3757 (fax) Ayala Avenue Ayala Life - FGU Center, 6811 Ayala Avenue, Makati City (02) 845-1630; 845-1240 (02) 845-1265 (fax) Chino Roces Alegria Building, 2229 Don Chino Roces Avenue, Makati City (02) 816-4675; 819-1223 (02) 893-1657 (fax) UCPB 2012 Annual Report / 155 Dela Rosa Asian Mansion I Building, 109 Dela Rosa Street, Legaspi Village, Makati City (02) 894-4445; 812-8433 (02) 815-2163 (fax) Guadalupe Tan Hock Building, P. Burgos corner EDSA, Guadalupe Nuevo, Makati City (02) 882-0364; 882-4311 (02) 882-4577 (fax) Herrera Coherco Corporate Center, 116 V.A. Rufino Street, Legaspi Village, Makati City (02) 813-2990; 813-2992 (02) 817-8829 (fax) J.P. Rizal 905 J.P. Rizal corner Santiago St., Brgy. Poblacion, Makati City (02) 897-0020; 899-7235 (02) 899-7236 (fax) Reposo - J.P. Rizal Margarita Building, 748 JP Rizal St., Brgy. Poblacion, Makati City (02) 553-0393 to 95 (02) 553-0396 (fax) Salcedo Philcox Building, 172 Salcedo St., Legaspi Village, Makati City (02) 893-4251; 892-6916 (02) 894-0430 (fax) Tordesillas Tower A, Three Salcedo Place Condominium, 102 Tordesillas St., Salcedo Village, Makati City (02) 843-4022 to 23 (02) 843-4024 (fax) Valero Antel 2000 Corporate Center, 121 Valero Street, Salcedo Village, Makati City (02) 887-5255 to 57 (02) 887-5258 (fax) TAGUIG Makati Avenue Tower A Somerset Olympia Condominium, Makati Avenue corner Sto. Tomas St., Urdaneta Village, Makati City (02) 892-1511 to 14 (02) 813-2288 (fax) Marvin Plaza Marvin Plaza Building, Don Chino Roces Avenue, Makati City (02) 893-0480; 840-3502 (02) 893-0485 (fax) Metropolitan Avenue Bormaheco Condominium, Metropolitan Avenue corner Zapote St., Makati City (02) 899-4128; 897-1647 (02) 899-1751 (fax) Pasay Road Ginbo Building, 824 Arnaiz Avenue, San Lorenzo Village, Makati City (02) 813-6501; 813-6483 (02) 813-6497 (fax) 32nd Street BGC F1 Building, 32nd Street, Bonifacio Global City, Taguig (02) 478-7623; 478-0357 (02) 478-0834 (fax) Global City Fort Palm Spring Building, 30th Street, corner 1st Avenue, Bonifacio Global City, Taguig (02) 659-3749; 659-3753 (02) 846-5609 (fax) McKinley Hill IPC Building, Upper Mckinley Road, Fort Bonifacio, Taguig (02) 519-1800; 478-7139 (02) 519-1655 (fax) The Fort Units 114-115, Forbes Wood Heights Condominium, Rizal Drive, Bonifacio Global City, Taguig (02) 856-6045 to 47 (02) 856-6049 (fax) PASAY CITY Pasong Tamo Extension Jannov Plaza, 2295 Pasong Tamo Extension, Makati City (02) 893-1586; 810-5805 (02) 892-5169 (fax) Puyat - Bautista Majalco Building, Gil Puyat Avenue and Bautista St., Palanan, Makati City (02) 815-1324 to 26 (02) 893-2852 (fax) 156 / UCPB 2012 Annual Report Coral Way Fly Ace Corporate Center, 13 Coral Way, Central Business Park, Pasay City (02) 808-6680; 808-6684 (02) 808-6703 (fax) F.B. Harrison AIMS Building, A. Arnaiz Avenue corner F.B. Harrison Street, Pasay City (02) 551-9381; 831-5790 (02) 833-2919 (fax) BRANCHES BRANCHES AS OF MAY 2013 AS OF MAY 2013 Malibay Commercial Building, 715 EDSA, Malibay, Pasay City (02) 889-9467 to 69 (02) 844-3644 (fax) MUNTINLUPA / PARAÑAQUE / LAS PIÑAS Alabang Civic Prime Building, 2501 Civic corner Market Drive, Filinvest Corporate City, Alabang, Muntinlupa City (02) 846-7445 to 46 (02) 856-4294 (fax) Aquino Avenue Skyfreight Building, Aquino Avenue, Parañaque City (02) 854-5292; 854-5161 (02) 854-5689 (fax) Sucat 8415 Dr. A. Santos Avenue, Brgy. San Antonio, Sucat, Parañaque City (02) 825-0839; 829-2517 (02) 825-0841 (fax) Zapote UCPB Building, Real Street, Alabang-Zapote Road, Las Pinas City (02) 873-0939; 873-0207 (02) 873-0217 (fax) ISABELA Cauayan C. Uy Building, National Highway, Cauayan City, Isabela (078) 652-3116; 662-1323 (078) 652-3117 (fax) Santiago UCPB Building, National Highway corner Camacam St., Santiago, Isabela (078) 305-2561; 305-2903 (078) 682-7097 (fax) NORTH-CENTRAL LUZON BF Parañaque EJV Building, 21 Aguirre Avenue, BF Homes Commercial Center, Parañaque City (02) 836-4945; 836-4937 (02) 836-4946 (fax) Bicutan J&M Mendoza Building, Doña Soledad Avenue corner Argentina Street, Better Living Subdivision, Parañaque City (02) 824-3337; 823-5260 (02) 821-9774 (fax) Las Piñas URCI Townhomes, Alabang Zapote Road, Pamplona 3, Las Pinas City (02) 871-1883; 871-2961 (02) 873-2896 (fax) Madrigal Richville Corporate Center, 1314 Commerce Avenue Extension, Madrigal Business Park, Ayala-Alabang, Muntinlupa City (02) 807-2927 to 29 (02) 807-2930 (fax) Muntinlupa Elizabeth Center Building, National Road, Putatan, Muntinlupa City (02) 862-0025 to 26 (02) 862-0027 (fax) Olongapo UCPB Building, 1869 Rizal Avenue, West Bajac-Bajac, Olongapo City (047) 223-4870; 222-3478 (047) 222-3046 (fax) Subic Bay Freeport Royal Sky Plaza, Royal Gateway District, Argonaut Highway, Subic Freeport Zone (047) 252-7447; 252-6247 (047) 252-2421 (fax) NUEVA VIZCAYA BAGUIO CITY Baguio UCPB Building, Calderon and T. Claudio Streets, Baguio City (074) 442-3132; 443-4685; (074) 442-3133 (fax) PAMPANGA Solano J.P. Rizal Street, Poblacion, Solano, Nueva Vizcaya (078) 326-5487; 326-5047 (078) 326-5619 (fax) BATAAN Baclaran UCPB Building, 4010 Airport Road, Baclaran, Paranaque City (02) 853-9746 to 47 (02) 852-1251 (fax) ZAMBALES ILOCOS NORTE / ILOCOS SUR Laoag Bueno Building, J.P. Rizal corner E. Ruiz Streets, Laoag City (077) 771-4475; 772-2037 (077) 771-5800 (fax) Vigan UCPB Building, M.L. Quezon Avenue, Vigan City, Ilocos Sur (077) 722-2720; 632-0086 (077) 722-2719 (fax) LA UNION La Union Unison Realty Building, Quezon Avenue, San Fernando, La Union (072) 242-0491; 888-5733; (072) 242-0492 (fax) PANGASINAN Dagupan UCPB Building, A. B. Fernandez Avenue corner Herrero St., Dagupan City (075) 522-0709; 515-3855 (075) 522-0914 (fax) Urdaneta UCPB Building, Alexander St., Urdaneta City, Pangasinan (075) 568-1003; 656-2208 (075) 568-2828 (telefax) CAGAYAN Tuguegarao Lim Building, A. Luna and A. Bonifacio Streets, Tuguegarao City, Cagayan (078) 844-1060 to 61 (078) 844-1059 (fax) Angeles UCPB Building, Sto. Rosario corner Plaridel Streets Angeles City, Pampanga (045) 625-9818; 888-2754 (045) 888-1672 (fax) Balanga UCPB Building, Don M. Banzon Avenue, Balanga City, Bataan (047) 237-2765; 791-2084 (047) 237-2875 (fax) Clark Field Lily Hill Plaza, C.M. Recto Highway, Clark Freeport Zone, Pampanga (045) 599-3472 to 73 (045) 599-3474 (fax) Limay UCPB Building, Roman National Highway, Alangan, Limay, Bataan (047) 244-5890; 244-5891 (047) 244-5892 (fax) San Fernando U2 Building, McArthur Highway, Dolores, San Fernando, Pampanga (045) 961-4581; 961-4582 (045) 963-1942 (fax) BULACAN TARLAC Balagtas Roma Building, 491 McArthur Highway, San Juan, Balagtas, Bulacan (044) 693-2748; 769-1224 (044) 769-1900 (fax) Baliuag PVR Building, Benigno S. Aquino Avenue, Baliuag, Bulacan (044) 766-3227 to 28 (044) 766-7703 (fax) Paniqui UCPB Building, National Highway, Paniqui, Tarlac (045) 931-0225; 326-0109 (045) 931-0554 (fax) Tarlac Que Kian Juat Building, F. Tanedo St., San Nicolas, Tarlac City (045) 982-0158; 982-3028 (045) 982-0159 (fax) SOUTHERN LUZON Meycauayan Sarmiento Building, McArthur Highway, Calvario, Meycauayan, Bulacan (044) 815-2389; 840-2708 (044) 815-3300 (fax) NUEVA ECIJA Cabanatuan Ramoso Building, Burgos Avenue and A. Bonifacio St., Cabanatuan City (044) 463-2558; 463-1941 (044) 463-2168 (fax) BATANGAS Batangas UCPB Building, C. Tirona corner P. Zamora Streets, Batangas City (043) 723-3490; 300-3490 (043) 723-0250 (fax) Lemery UCPB Building, Ilustre Avenue corner Gen. Luna Street, Lemery, Batangas (043) 214-2588; 411-1019 (043) 411-1362 (fax) Lipa - Big Ben Big Ben Commercial Building, Ayala Highway, Lipa City, Batangas (043) 756-7131; 312-0103 (043) 756-7130 (fax) Lipa - Recto Wood Heights Building, C.M. Recto Avenue, Lipa City, Batangas (043) 756-1811; 312-3811; (043) 756-1312 (fax) Sto. Tomas NDN Building, 34 JP Laurel Highway, Brgy. San Roque, Sto. Tomas, Batangas (043) 784-8360; 784-8210 (043) 784-8226 (fax) Tanauan P&G Commercial Complex, JP Laurel Highway, Tanauan City, Batangas (043) 778-6801 to 03 (043) 778-6804 (fax) San Pablo UCPB Building, Rizal Avenue corner P. Alcantara Street, San Pablo City, Laguna (049) 562-0977; 562-7721 (049) 562-5120 (fax) Sta. Cruz UCPB Building, P. Guevarra and P. Burgos Streets, Sta. Cruz, Laguna (049) 501-2590; 810-0728 (049) 808-2003 (fax) Sta. Rosa UCPB Building, National Highway corner Provincial Highway, Balibago, Sta. Rosa, Laguna (049) 534-1364; 534-1366 (02) 520-8424 (fax) CAVITE QUEZON Dasmariñas Toledo Building, 2-A Sampaloc 1, Aguinaldo Highway, Dasmariñas, Cavite (046) 416-6956 to 57 (046) 416-6953 (fax) Imus Maliksi Building, Tanzang Luma, Aguinaldo Highway, Imus, Cavite (046) 471-0306; 471-2494 (02) 529-8608 (fax) Molino Sologrande Center, Molino, Bacoor, Cavite (046) 476-0500; 476-0503 (046) 476-0504 (fax) Rosario UCPB Building, Gen. Trias Drive, Rosario, Cavite (046) 438-3712 to 14 (02) 529-8818 (fax) LAGUNA Biñan UCPB Building, Biñan Business Center, National Highway, Platero, Biñan, Laguna (049) 411-3889; 411-3899 (02) 520-6724 (fax) Calamba Lazaro and Borres Building, National Road, Crossing, Calamba, Laguna (049) 545-2252; 545-2902 (02) 520-8837 (fax) Laguna UCPB Building, Km. 32 Old National Highway, San Pedro, Laguna (02) 808-4193; 808-5374 (02) 808-3934 (fax) Gumaca Dalisay Building, Gen. Antonio Luna and Bonifacio Streets, Gumaca, Quezon (042) 421-1312; 317-6304 (042) 317-7712 (fax) Lucena - Centro Quezon Avenue corne San Fernando St., Lucena City (042) 373-1431; 660-7080 (042) 373-7138 (fax) Lucena - Guinto UCPB Building, Quezon Avenue and Leon Guinto Street, Lucena City (042) 710-2417; 660-3667 (042) 710-3659 (fax) MINDORO Calapan Baniway Building, J.P. Rizal Street, Brgy. San Vicente, Calapan City, Oriental Mindoro (043) 288-5678; 288-5252; (043) 288-1733 (fax) San Jose Lopez Jaena Street, San Jose, Occidental Mindoro (043) 491-1014 (043) 491-2038 (fax) ALBAY Legaspi UCPB Building, Quezon Avenue Legaspi City (052) 480-8721; 820-6450 (052) 480-7881 (fax) UCPB 2012 Annual Report / 157 CAMARINES NORTE/ CAMARINES SUR Daet UCPB Building, F. Pimentel Street, Daet, Camarines Norte (054) 721-1353; 440-3294 (02) 429-0035 (fax) Naga UCPB Building, Evangelista Street Naga City, Camarines Sur (054) 811-2414 (054) 473-9172 (telefax) BICOL Masbate UCPB Building, Quezon Avenue corner Rosero Stairway, Masbate (056) 333-2182; 333-2252 (056) 333-3477 (fax) Sorsogon UCPB Building, Magsaysay Avenue and Rizal St., Sorsogon City (056) 211-2058 (056) 421-5004 (telefax) BACOLOD Lacson-Galo UCPB Building, Lacson corner Galo Street, Bacolod City (034) 433-7521 to 25 (034) 433-4085 (fax) Libertad UCPB Building, P. Hernaez and Doña Juliana Streets, Bacolod City (034) 434-7862; 435-0278 (034) 435-2258 (fax) North Drive Northpoint Building, North Drive, Bacolod City (034) 435-4114; 434-1370 (034) 434-1373 (fax) San Juan UCPB Building, San Juan corner Luzuriaga Streets, Bacolod City (034) 433-7990; 435-4299 (034) 434-5437 (fax) CENTRAL VISAYAS BRANCHES BRANCHES AS OF MAY 2013 AS OF MAY 2013 Mandaue UCPB Building, National Highway, Mandaue, Cebu City (032) 345-2894 to 95 (032) 346-2579 (fax) Mango Avenue Gen. Maxilom Avenue, Cebu City (032) 233-7771; 233-7566 (032) 233-7778 (fax) SM City - Cebu Lower Ground Floor, SM City Cebu, Reclamation Area, Cebu City (032) 231-7971 to 72 (032) 231-7973 (fax) DUMAGUETE Dumaguete UCPB Building, Real and San Jose Streets,Dumaguete City (035) 225-4444; 422-7806 (035) 225-4445 (fax) EASTERN VISAYAS Velez Leonila Building, Apolinar Velez and Pacana Streets, Cagayan de Oro City (088) 856-4420; 852-1860 (088) 856-4474 (fax) LANAO DEL NORTE Iligan UCPB Building, Mabini & Aguinaldo Streets, Iligan City (063) 492-3317; 221-3317 (063) 221-6218 (fax) MISAMIS OCCIDENTAL Oroquieta UCPB Building, Washington Street, Oroquieta City (088) 531-1123 to 24 (088) 531-1444 (fax) Ozamiz UCPB Building, Rizal Avenue & Laurel Street, Ozamiz City (088) 521-0322; 521-0323 (088) 521-1516 (fax) LEYTE DAVAO REGION WESTERN VISAYAS AKLAN Kalibo UCPB Building, Martelino Street, Kalibo, Aklan (036) 262-3303; 268-4319 (036) 500-7513 (fax) CAPIZ Roxas Gaisano Building, Arnaldo Boulevard, Roxas City, Capiz (036) 621-1850; 621-3547 (036) 621-0239 (fax) ILOILO Iznart UCPB Building, Iznart St., Iloilo City (033) 335-0741; 337-8843 (033) 338-1471 (fax) Jaro UCPB Building, Rizal Avenue and Libertad Street, Jaro, Iloilo City (033) 320-3477; 329-0746 (033) 320-1948 (fax) Mabini J&B Building, Mabini Street, Iloilo City (033) 337-8008; 335-0429 (033) 335-0415 (fax) 158 / UCPB 2012 Annual Report BOHOL Tagbilaran UCPB Building, C.P. Garcia Avenue, Tagbilaran City (038) 411-3262; 501-7891 (038) 411-5204 (fax) CEBU Banilad TPE Building, Banilad Road, Cebu City (032) 346-9252; 346-9234 (032) 344-1181 (fax) Carbon UCPB Building, Manalili and Cebu City (032) 256-1571; 255-3382 (032) 254-1922 (fax) F. Ramos Yap Building, Ramos St., Brgy. Cogon, Cebu City (032) 255-8497; 256-3772 (032) 255-8498 (fax) Jones Avenue UCPB Building, Osmeña Boulevard, Cebu City (032) 253-1251 to 53 (032) 256-2901 (fax) Mabolo AMV Bros. Building Almendras and F. Cabahug Streets, Mabolo, Cebu City (032) 233-2123; 233-1500 (032) 232-7389 (fax) Tacloban UCPB Building, Zamora Street, Tacloban City (053) 325-5056; 523-7173 (053) 325-8682 (fax) Bajada DASI Building, JP Laurel Avenue, Davao City (082) 305-2887; 305-2890 (082) 222-5917 (fax) SAMAR Calbayog UCPB Building, Gomez and Nijiaga Streets, Calbayog City, Samar (055) 209-1456; 209-1384 (055) 209-3024 (fax) MINDANAO ZAMBOANGA Pagadian Rizal Avenue, Sta. Lucia District, Pagadian City (062) 214-1409; 214-1526 (062) 241-1410 (fax) Zamboanga UCPB Building, Rizal corner Corcuera Streets, Zamboanga City (062) 991-7791; 991-4576 (062) 991-1484 (telefax) NORTHERN MINDANAO CAGAYAN DE ORO Cogon Chee Building, Osmeña & Lim Ket Kai Avenue, Cagayan de Oro City (08822) 726-581; 725-135 (088) 857-1840 (fax) GENERAL SANTOS CITY General Santos UCPB Building, Santiago Boulevard & Magsaysay Avenue, General Santos City (083) 552-3783; 552-3574 (083) 301-4948 (fax) BUTUAN Butuan St. Joseph Parish Hall, Ester Luna Street, Butuan City (085) 341-1010; 342-8624 (085) 815-4090 (fax) STO. TOMAS NDN Building, 34 JP Laurel Highway, Brgy. San Roque, Sto. Tomas, Batangas (043) 702-3759 (telefax) SUBSIDIARIES Sta. Cruz M.F. Tiaoqui Building, Plaza Sta. Cruz, Sta. Cruz, Manila (02) 733-0258; 733-7860 to 61 (02) 733-0262 (telefax) QUEZON Morong 317 T. Claudio Street, Morong, Rizal (02) 653-0281; 653-1102 (02) 653-0282 (telefax) San Mateo 44 General Luna Street, Brgy. Banaba, San Mateo, Rizal (02) 661-6146; 661-6149 (02) 584-9023 (telefax) Tanay F.T. Catapusan Street, Plaza Aldea, Tanay, Rizal (02) 654-0880 (02) 654-0818 (telefax) Surigao UCPB Building, San Nicolas and Diaz Streets, Surigao City (086) 231-7151; 231-7153 (086) 826-0299 (fax) Consumer Finance Business Centers HEAD OFFICE Ground Floor, UCPB Corporate Offices, 7907 Makati Avenue, Makati City 811-9000 local 9117 811-9106 or 07 (telefax) R. Magsaysay UCPB Building, R. Magsaysay corner Sales Streets, Davao City (082) 221-2933; 226-3950 (082) 221-7608 (fax) BACOLOD UCPB Building, P. Hernaez and Doña Juliana Streets, Bacolod City (043) 435-2259 (telefax) San Pedro UCPB Business Center, San Pedro St., Davao City (082) 221-3227; 226-3865 (082) 300-2600 (fax) CAGAYAN DE ORO Chee Building, Osmeña & Lim Ket Kai Avenue, Cagayan de Oro City (088)880-7201 (telefax) UCPB LEASING AND FINANCE CORPORATION HEAD OFFICE 14/F UCPB Corporate Offices Makati Avenue, Makati City Marketing (02) 811-9488; 811-9143 (02) 811-9613 (fax) Sta. Rosa Sta. Rosa - Tagaytay Road, Santa Rosa Estates Commercial, Sta. Rosa, Laguna (049) 508-1784; 508-1785 (049) 508-1533 (telefax) RIZAL SURIGAO ANGELES UCPB Building, Sto. Rosario corner Plaridel Streets Angeles City, Pampanga 888-3632 (telefax) COTABATO NAGA UCPB Building, Evangelista Street Naga City, Camarines Sur (054) 811-2048 (telefax) CARAGA REGION Palma Gil Ground Floor, Cocolife Building, C.M. Recto Avenue corner Palma Gil Street, Davao City (082) 222-0900 to 02; (082) 222-0903 (fax) SOCKSARGEN ILOILO UCPB Building, Rizal Avenue and Libertad Street, Jaro, Iloilo City (033) 320-3790 (telefax) CENTRAL / NORTHERN LUZON TARLAC Sta. Ignacia URI Building, Romulo Highway, Poblacion West, Sta. Ignacia, Tarlac (045) 606-3379; 606-3380 (045) 605-0379 (telefax) Atimonan Quezon and Rizal Streets, Brgy. Zone II, Atimonan, Quezon (042) 511-1053; 511-1561 (042) 316-5314 (telefax) Calauag Arguelles corner Quezon Streets, Barangay 5, Calauag, Quezon (042) 301-7320 (042) 301-8300 (telefax) Lucban Rizal Avenue corner San Luis Street, Barangay 8, Lucban, Quezon (042) 911-1495 (042) 540-4213 (telefax) Tayabas Quezon Avenue corner General Luna Streets, Tayabas, Quezon (042) 793-2329 (042) 793-2205 (telefax) BULACAN MINDORO CEBU UCPB Building, Osmeña Boulevard, Cebu City (032) 254-7976 (telefax) Cotabato UCPB Building, Don Rufino Alonzo Street, Cotabato City (064) 421-2640; 421-3229 (064) 421-3229 (fax) DAGUPAN UCPB Building, A. B. Fernandez Avenue corner Herrero St., Dagupan City (075) 522-1516 (telefax) Kidapawan UCPB Building, Quezon Boulevard, Kidapawan, North Cotabato (064) 288-1520; 288-1787 (064) 288-1421 (fax) DAVAO UCPB Building, R. Magsaysay corner Sales Streets, Davao City (082) 221-7642 (telefax) Operations (02) 811-9142 Malolos Paseo Del Congreso, Catmon, Malolos, Bulacan (044) 794-0022; 794-0188 (044) 794-0021 (telefax) SOUTHERN LUZON CAVITE UCPB SAVINGS BANK HEAD OFFICE 18th Floor, UCPB Corporate Offices, 7907 Makati Avenue, Makati City (02) 811-9080 (02) 811-9000 loc. 7231 METRO MANILA C.M. Recto Saint Augustine Law Building San Sebastian College- Recoletos, C.M. Recto, Sampaloc, Manila (02) 734-6262; 734-6276 (02) 734-6277 (telefax) Rizal Avenue Tan Han Chi Place , 1558 Rizal Avenue corner Mayhaligue Street, Sta. Cruz, Manila (02) 309-9558; 743-7426 (02) 743-0750 (telefax) Tanza 7 A. Soriano Highway, Daang Amayo 1, Tanza, Cavite (046) 437-1162; 437-1167 (02) 529-8970 (telefax) Sablayan 420 P. Urueta Street, Brgy. Buenavista, Sablayan, Occidental Mindoro (043) 458-0012 (0917) 881-7938 PALAWAN Puerto Princesa 55 Roxas Street, Brgy. Magkakaibigan, Puerto Princesa City, Palawan (048) 433-2066 (048) 433-8187 (telefax) LAGUNA Alaminos Del Pilar Street, Poblacion, Alaminos, Laguna (049) 805-1723; 521-0309 (049) 567-1296 (telefax) Nagcarlan E.A. Fernandez corner E. Lucido Streets, Poblacion, Nagcaran, Laguna (049) 563-3489; 563-3490 (049) 563-3488 (telefax) CAMARINES SUR Caramoan 41 Real Street, Tawog Caramoan, Camarines Sur (054) 238-5041 (02) 697-2421 (0917) 850-1381 Goa Rizal corner Panday Street, Brgy. Poblacion, Goa, Camarines Sur (054) 453-1523; 453-0319 (054) 453-1524 (telefax) UCPB 2012 Annual Report / 159 BRANCHES AS OF MAY 2013 Libmanan T. Dilanco Street, Brgy. Poblacion, Libmanan, Camarines Sur (054) 511-8222 (054) 451-2048 (telefax) Pili National Highway, Brgy. Old San Roque, Pili, Camarines Sur (054) 477-7752; 361-1142 (02) 250-8056 (telefax) VISAYAS AKLAN Numancia Estrella Building, National Highway corner Zamora Street, Poblacion, Numancia, Aklan (036) 265-6953 (036) 265-6952 (fax) CEBU Tuburan Tabo-tabo Street, Poblacion, Tuburan, Cebu City (032) 463-9088 (032) 463-9151 (fax) ILOILO Iloilo Angeles Arcade, De Leon Street, Iloilo City (033) 335-0422; 508-7090 (033) 508-7490 (telefax) LEYTE Sogod Osmeña Street, Brgy. Zone III, Sogod, Southern Leyte (053) 382-2039 (053) 382-3262 (telefax) MINDANAO BASILAN Lamitan Quezon Boulevard, Brgy. Malakas, Lamitan, Basilan (062) 936-0018 (062) 991-2681 (telefax) DAVAO Davao MK Central Building, J.P. Laurel Avenue, Bajada, Davao City (082) 300-0541; 226-3800 (082) 224-4229 (telefax) MISAMIS OCCIDENTAL Aloran Jose Mutia Street, Brgy. Ospital, Aloran, Misamis Occidental (0918) 911-3683 (088) 545-4011 (telefax) MISAMIS ORIENTAL Bulua Forever Books Building, Zone 6, Bulua, Cagayan de Oro City, Misamis Oriental (088) 858-8063 (08822) 754-519 (telefax) UCPB SECURITIES, INC. HEAD OFFICE 7th Floor, UCPB Corporate Offices, 7907 Makati Avenue, Makati City Sales and Marketing (02) 811-9975; 811-9978 to 79 Operations (02) 811-9970 to 71 Trading Floor (02) 891-9735 to 37 Lapasan Market City, Agora Lapasan Cagayan de Oro City (088) 555-0264 (0822) 75-6728 (telefax) Cagayan de Oro Capistrano Cruz and Taal Streets, Barangay 7, Cagayan de Oro City, Misamis Oriental (088) 857-2355; 852-4099 (08822) 72-2695 (telefax) Lapasan Market City, Agora, Lapasan, Cagayan de Oro City (08822) 555-0264 (08822) 75-6728 (telefax) NEGROS OCCIDENTAL ZAMBOANGA Bacolod San Antonio Park Square, Brgy. Mandalangan, Bacolod City (034) 709-7485 to 86 (034) 441-2103 (telefax) Glan 182-C Enrique Yap St., Poblacion, Glan, Saranggani Province (083) 893-0080 (083) 262-1010 (telefax) Escalante New Libra Mart, Victoria Building North Avenue, Escalante City Negros Occidental (034) 724-8022; 724-8011 (034) 454-0734 (telefax) Sindangan Mabini St., Brgy. Poblacion, Sindangan, Zamboanga del Norte (065) 918-5259 (065) 224-2013 (telefax) La Castellana Feria corner Roxas Streets, Brgy. Robles, La Castellana, Negros Occidental (034) 485-0160 (034) 485-0059(telefax) 160 / UCPB 2012 Annual Report UCPB 2012 Annual Report / 161