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COVER SHEET

3 6 0 7 3
S.E.C. Registration Number

U N I O N B A N K O F T H E P H I L I P P I N E S

(Company's Full Name)

U N I O N B A N K P L A Z A M E R A L C O A V E N U E

C O R O N Y X A N D S A P P H I R E S T R E E T S

O R T I G A S C E N T E R , P A S I G C I T Y
( Business Address : No. Street City / Town / Province )

FRANCIS B. ALBALATE (632)667-6388


Contact Person Company Telephone Number

1 2 3 1 SEC FORM 17A 0 5 2 5


Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting

UNDERWRITER OF SECURITIES
Secondary License Type, If Applicable

C F D
Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings


4,957
Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D. Cashier

STAMPS

Remarks = pls. use black ink for scanning purposes


SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 11 OF THE REVISED SECURITIES ACT AND SECTION
141 OF CORPORATION CODE OF THE PHILIPPINES

1. For the calendar year ended December 31, 2018

2. SEC Identification Number 36073

3. BIR Tax Identification No. 000-508-271-000

4. UNION BANK OF THE PHILIPPINES


Exact name of registrant as specified in its charter:

5. METRO MANILA, PHILIPPINES


Province, Country or other jurisdiction or incorporation or organization

6. (SEC Use Only)


Industry Classification Code

7. UnionBank Plaza, Meralco Ave. cor. Onyx and Sapphire Streets, 1605
Ortigas Center, Pasig City Postal Code
Address of Principal Office

8. (632) 667-6388
Registrant’s telephone number, including area code

9. Not applicable
Former name, former address, and former fiscal year, if changed since last report.

10. Securities registered pursuant to Sections 4 and 8 of the RSA

Number of Shares of Common Stock


Title of Each Class Outstanding and Amount of Debt Outstanding
Common Stock 1,217,609,561 shares
P10.00 par value

11. Common Stocks are listed at the Philippine Stock Exchange.

12. Check whether the issuer:

(a) Has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section
11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the
Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was
required to file such reports);

Yes [ X ] No [ ]
(b) - Has been subject to such filing requirements for the past ninety (90) days.

Yes [ X ] No [ ]

13. The aggregate market value as of March 31, 2019 of the voting stock held by non-affiliates P
P74,091,541,786.85

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 1


UNIONBANK OF THE PHILIPPINES
TABLE OF CONTENTS
SEC FORM 17-A

Page
Part I - BUSINESS AND GENERAL INFORMATION

Item 1 Business 3
Item 2 Properties 19
Item 3 Legal Proceedings 21
Item 4 Submission of Matters to a Vote of Security Holders 22

Part II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5 Market for Registrant's Common Equity and Related Stockholder Matters 23
Item 6 Management's Discussion and Analysis or Plan of Operation 26
Item 7 Financial Statements 32
Item 8 Changes in and Disagreements with Accountants on Accounting and Financial 32
Disclosures

Part III - CONTROL AND COMPENSATION INFORMATION

Item 9 Directors and Executive Officers of the Issuer 34


Item 10 Executive Compensation 50
Item 11 Security Ownership of Certain Beneficial Owners and Management 52
Item 12 Certain Relationships and Related Transactions 57

Undertaking to Provide Copies of the Annual Report and Interim Financial 57


Statements

Part IV - EXHIBITS AND SCHEDULES

Item 13 Exhibits and Reports on SEC Form 17-C 58

SIGNATURES 62

Index to Exhibits 63

Index to Financial Statements and Supplementary Schedules 107

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 2


PART I – BUSINESS AND GENERAL INFORMATION

Item 1 - Business

A. Description of Business

Union Bank of the Philippines (the Bank) is a publicly-listed universal bank whose principal shareholders are
Aboitiz Equity Ventures, Inc. (AEV), Social Security System (SSS) and The Insular Life Assurance Company, Ltd.
(Insular Life). It distinguishes itself through technology and innovation, unique branch sales and service culture, and
centralised backroom operations. The Bank’s technology allows delivery of online, real-time business solutions to
meet the customers’ changing and diverse needs through innovative and customised cash management products and
service offerings. Its unique branch sales and service culture ensures efficient and quality service, as well as
mitigates operational risk. The Bank’s distinct centralised backroom operations enable it to provide responsive,
scalable, and secure transaction processing.

Aligned with its thrust of being at the forefront of technology-based banking in the Philippines, the Bank endeavours
to elevate its systems and processes to be at par with international standards and best practices. It obtained the ISO
9001:2000 quality management system (QMS) certification for its central processing services (CPS) in 2008,
making it then the first and only bank to be awarded for its entire centralised backroom operations. In 2010, the
Bank received the ISO 9001:2008 certification, an upgrade from the previous. Thereafter, the Bank obtained the ISO
27001:2005 certification for its information security management system, attesting to its commitment to become the
leader and benchmark for service quality, technological advancement, and operational excellence. The Bank also
achieved ISO 9001:2008 certifications for its customer service group in 2012 and branch operations management in
2013. In 2015, the Bank earned ISO 9001:2015 QMS certifications for its branch operations management, CPS, and
customer services groups. The Bank is the first local bank that was certified under the new ISO standard. In 2016,
the loans and trade finance operations management of the Bank also earned the ISO 9001:2015 QMS certification
and in 2017, Treasury Operations was also added as an ISO unit. In those years, 2015, 2016, and 2017 the Bank was
certified as having zero non-conformance rating during quality audits, demonstrating the Bank’s dedication to
uphold quality in its business processes. Last October 2018, the Bank has again been re-certified for the ISO
9001:2015 with zero non-conformance reaffirming the dedication of the bank's operational units in maintaining and
ensuring quality services to its stakeholders.

UnionBank’s clientele encompasses retail, middle-market, and corporate customers, as well as major government
institutions. UnionBank believes that its use of technology, marketing strategies, and operational structure have
enabled it to capture and secure a loyal customer base and achieve high levels of efficiency and productivity.

Historical Background

The Bank, originally known as “Union Savings and Mortgage Bank”, was incorporated in the Philippines on August
16, 1968. On January 12, 1982, it was given the license to operate as a commercial bank. The Bank’s common
shares were listed in the PSE on June 29, 1992 and shortly after, it was granted the license to operate as a universal
bank on July 15, 1992. The Bank became the 13 th and youngest universal bank in the country in only its tenth year
of operation as a commercial bank. On October 31, 2013, the Philippine Securities and Exchange Commission
(SEC) has approved the Bank’s amendment on its Articles of Incorporation the extension of the Bank’s corporate
life for another 50 years until August 16, 2068.

The Bank has undertaken two mergers, with the International Corporate Bank (Interbank) in 1994 and the
International Exchange Bank (iBank) in 2006.

On April 26, 2007, UnionBank embarked on a primary offering of 90 million new common shares in order to
strengthen its capital adequacy ratio in anticipation of Basel II requirements, thereby enhancing its financial
flexibility. The offering expanded the shareholder base by 16.3% and raised additional equity worth over ₱5.1
billion. The new shares were listed in the PSE on May 10, 2007.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 3


On January 8, 2013, UnionBank’s Board of Directors approved the purchase of City Savings Bank, Inc.
(CitySavings), a premier thrift bank specializing in granting teacher’s loans under the Department of Education’s
(DepEd) Automatic Payroll Deduction System (APDS). The transaction was approved by the Monetary Board of the
BSP on March 21, 2013. The acquisition of CitySavings is aligned with UnionBank’s business plans and long-term
strategy of building businesses based on consumers.

On October 20, 2013, UnionBank raised a total of ₱3.0 billion from its initial offering of Long-Term Negotiable
Certificates of Deposits (LTNCDs). The LTNCDs carry a coupon rate of 3.50% per annum, which is payable
quarterly beginning January 18, 2014 maturing on April 17, 2019. Proceeds of the issuance were utilized to improve
the bank’s deposit maturity profile and support business expansion plans.

On October 16, 2014, an amendment to UnionBank’s Articles of Incorporation was approved by the BSP, whereby
the authorized capital stock increased from ₱6.7 billion to ₱23.1 billion, divided into approximately 1.3 billion
common shares at par value of ₱10.00 and 100 million preferred shares at par value of ₱100.00. UnionBank,
likewise, obtained BSP approval for the payment of 65% stock dividends, which would be used to fund the 25%
subscription relating to the increase in capital stock. Record date and payment dates for the aforesaid dividend
declaration were set for November 18 and December 4, 2014, respectively.

On November 20, 2014, UnionBank issued ₱7.2 billion of Basel III-compliant Tier 2 Unsecured Subordinated Notes
with a coupon rate of 5.375% per annum due February 20, 2025, callable on February 20, 2020.

On August 16, 2016, the Bank signed a Cooperation Agreement with Lombard Odier, a Swiss global wealth and
asset manager, to expand wealth and asset management businesses. The Bank and Lombard Odier plan to offer
estate planning solutions and launch a global and diversified multi-asset fund customized to UnionBank’s high-net-
worth and ultra-high-net-worth clients’ requirements. In July 2017, the Capital Accumulation Global Fund of Funds,
a US dollar-denominated fund of funds that is invested in various mutual funds and exchange traded funds in the
global markets, was launched.

On December 15, 2016, UnionBank’s subsidiaries Union Properties Inc. (UPI) and CitySavings received Monetary
Board approval to finalize its joint-acquisition of a majority stake in First-Agro Industrial Rural Bank (FAIRBank),
a rural bank that provides banking and microfinance services and loan products to micro, small, and medium
enterprises, and micro housing institutions.

On January 27, 2017, UnionBank and CitySavings entered into a bancassurance partnership with Insular Life
Assurance Company, Ltd. (Insular Life) for the sale and distribution of Insular Life insurance products across the
Bank’s and City Savings’ respective networks.

On November 22, 2017, UnionBank announced the issuance of $400 million in Fixed Rate Senior Notes, as the
debut drawdown under the Bank’s Medium Term Note Programme. On November 27, 2017, the Bank launched an
upsize of $100 million. This brings its total Senior Notes issuance to $500 million, issued at par with a yield of
3.369% per annum, maturing November 29, 2022. The said bonds were rated Baa2 by Moody’s, identical to the
issuer rating given to UnionBank, and were listed in the Singapore Stock Exchange.

On December 29, 2017, CitySavings announced that it has signed a Share Purchase Agreement (SPA) with the
ROPALI Group to acquire 100% of the common shares of Philippine Resources Savings Bank (PR Savings), an
Isabela-based bank engaged in extending motorcycle, agri-machinery, and teachers’ salary loans. The transaction
was approved by the BSP on June 19, 2018. On December 27, 2018, the Bank also received BSP’s approval for the
merger between CitySavings and PR Savings, with CitySavings as the surviving entity.

In February 2018, CitySavings and UPI signed an SPA with Aboitiz Equity Ventures (AEV) to purchase 51% of the
common shares of PETNET, Inc. The transaction was approved by the BSP on November 23, 2018. PETNET, more
widely known by its retail brand name PeraHub, has over 2,800 outlets nationwide which offers a variety of cash-
based services including remittance, currency exchange, and bills payment.

On February 21, 2018, UnionBank issued ₱3.0 billion LTNCDs due in August 2023 with a fixed rate of 4.375% per
annum. This is the initial tranche of the Parent Bank’s ₱20.0 billion LTNCD program as approved by BSP. The net

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 4


proceeds from the issuance of LTNCD will be used to diversify the Parent Bank’s maturity profile of funding
sources and to support its business expansion plans.

On September 28, 2018, the Bank announced the completion of its ₱10.0 billion Stock Rights Offer (SRO)
following the end of the offer period on September 21, 2018. The bank issued 158,805,583 common shares or 15%
of UnionBank’s outstanding shares prior the Offer and was priced at ₱62.97 each. The rights shares were listed at
the Philippine Stock Exchange on the same day.

On December 7, 2018, UnionBank issued and listed on the Philippine Dealing Exchange (PDEx) ₱11 billion in
senior fixed rate bonds. The two-year fixed rate bonds have a coupon rate of 7.061% per annum due 2020.

B. Business of Issuer

Principal products and services

UnionBank offers a broad range of products and services, which include deposit and related services, corporate and
middle market lending, consumer finance loans such as mortgage, auto loans and credit card; investment, treasury
and capital market, trust and fund management, wealth management, remittance, cash management and electronic
banking, as well as bancassurance.

The Bank continues to reinvent itself from a traditional two-product bank (deposit-taking and lending) to a multi-
product financial services company that leverages on technology.

Deposits and Related Services

Savings Accounts: Personal Savings Account ∙ US Dollar Savings Account ∙ Third Currency Accounts

Checking Accounts: Regular Checking ∙ Power Checking ∙ Premium Deposits

Investment Accounts: Time Deposit ∙ Peso Optimizer ∙ Hi-Five

Corporate, Middle-Market, and Consumer Lending

Corporate Banking Loans

Commercial Banking Loans

SME Banking Solutions: BusinessLine Classic ∙ MD Line ∙ Quickpay ∙ Retail Supplier’s Financing ∙
EmployeeLine Loan Program

Consumer Lending: Auto Loans ∙ Mortgage ∙ Quick Loans

Debit Cards

Personal: Easy Access ∙ Business Class Platinum Visa Debit ∙ US Dollar Visa Debit ∙ GetGo Debit Card ∙
EON

Corporate: ePaycard ∙ E-Wallet

Credit Cards

Rewards Cards: Visa Classic ∙ Gold ∙ Platinum

Cashback: Mastercard Gold ∙ Platinum

Travel: Miles+ Platinum ∙ Ceb GetGo Credit Card ∙ Ceb GetGo Platinum Credit Card

Co-brand and Affinity Cards: in partnership with companies that are involved in retail business; home-

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 5


building; hotels; medical, health and fitness; financial security; airlines; educational and service-oriented
institutions; and non-profit organizations focusing on religious, humanitarian, cause-oriented activities, and
promotion of professional organizations

Corporate Card Program

Prepaid Cards

EON ∙ GetGo Peso+

Investment Products

Short Term: Peso Short-Term Fixed Income Portfolio

Intermediate Term: Intermediate-Term Fixed Income Portfolio ∙ Infinity Prime Portfolio ∙ High Net Worth
Intermediate-Term Peso Fixed Income Portfolio

Medium Term: Peso Fixed Income Portfolio ∙ Dollar Bond Portfolio ∙ High Net Worth Medium-Term Fixed
Income Portfolio

Long Term: Long-Term Fixed Income Portfolio ∙ Large Capitalization Philippine Equity Portfolio ∙
Dividend Play Equity Portfolio ∙ Philippine Equity Index Tracker Portfolio ∙ Capital Accumulation Global
Fund of Funds Portfolio

Others: Tax-Exempt Portfolio ∙ Peso Balanced Portfolio

Cash Management Services

Corporate Collections: Bills Payment ∙ Checkhouse ∙ Cash Pick-up and Delivery ∙ Road Runner ∙ Auto
Debit Arrangement (ADA) ∙ Batch Bills Payment ∙ Partnerpay ∙ Business Partner Advantage ∙

Corporate Payouts: Checkwriter ∙ Government Service Insurance System (GSIS) UMID/E-Card ∙ SSS
UMID/QuickCard ∙ Payroll Solutions (ePaycard, eCrediting, ePayroll, ePay Online,) ∙ Corporate eBanking ∙
eGobyerno ∙ Business Check Online ∙ Business Check ∙ Voucher Payout ∙ Electronic Fund Transfer

Electronic Settlements: PSE Trade/Securities Clearing Corporation of the Philippines (SCCP) ∙ Electronic
Invoice Presentment and Payment (EIPP)

Remittance Products and Services

Bank to Bank Remittance ∙ Visa Personal Payments ∙ Paypal transfers to bank account ∙ Western Union
Account-Based Money Transfer

Bancassurance

Assurance ∙ Assurance Prime ∙ Security ∙ Prominence ∙ Dollar Prominence ∙ Sure Cover

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 6


Segment Information

The Group’s main operating businesses are organized and managed separately according to the nature of products
and services provided and the different markets served, with each segment representing a strategic business unit.
These are also the basis of the Group in reporting to its chief operating decision-maker for its strategic decision-
making activities. The Group’s main business segments are as follows:

Consumer Banking – principally handles individual customers’ deposits and provides consumer type loans, such as
automobiles and mortgage financing, credit card facilities and funds transfer facilities. This segment contributes
50% of net revenues.

Corporate and Commercial Banking – principally handles loans and other credit facilities and deposit and current
accounts for corporate, institutional, small and medium enterprises, and middle market customers. This segment
contributes 22% of net revenues.

Treasury – principally responsible for managing the Bank’s liquidity and funding requirements, and handling
transactions in financial markets covering foreign exchange, fixed income trading and investments and derivatives.
This segment contributes 19% of net revenues.

Headquarters – includes corporate management, support and administrative units not specifically identified with
Consumer Banking, Corporate and Commercial Banking or Treasury. This segment contributes 9% net of revenues

There are no revenues of the Bank which come from foreign sales.

These segments are the basis on which the Group reports its primary segment information. Transactions between
segments are conducted at estimated market rates on an arm’s length basis.

Segment resources and liabilities comprise operating resources and liabilities including items such as taxation and
borrowings. Revenues and expenses that are directly attributable to a particular business segment and the relevant
portions of the Group’s revenues and expenses that can be allocated to that business segment are accordingly
reflected as revenues and expenses of that business segment.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 7


Subsidiaries and Affiliates

The Parent Company’s subsidiaries and the effective percentage of ownership follow:

Percentage
Name of Subsidiary of Ownership Nature of Business

City Savings Bank, Inc. (CSB) 99.78% Thrift bank


Philippine Resources Savings Banking Corp. 100.00% Thrift bank
(PR Savings Bank)*
PetNet, Inc. (PETNET)* 51.00% Remittances/ money transfer
First-Agro Industrial Rural Bank, Inc.
(FAIR Bank)** 87.53% Rural Bank
Union Properties, Inc. (UPI) 100.00% Real estate administration
First Union Plans, Inc. (FUPI)*** 100.00% Pre-need
First Union Direct Corporation (FUDC)*** 100.00% Financial products marketing
First Union Insurance and Financial 100.00% Agent for insurance
Agencies, Inc. (FUIFAI) *** and financial products
UBP Insurance Brokers, Inc. (UBPIBI)**** - Insurance brokerage
UBP Securities, Inc. (UBPSI) 100.00% Securities brokerage
UnionBank Currency Brokers 100.00% Foreign currency
Corporation (UCBC) brokerage
UnionDataCorp (UDC) 100.00% Data processing
Interventure Capital Corporation (IVCC) 60.00% Venture capital

* Newly acquired subsidiary in 2018, 100% of PRSB through CSB and 51% of PETNET through CSB and UPI
with 40% and 11% share in ownership, respectively.
** Acquired subsidiary in 2017 through CSB and UPI with 49% and 38.53% share in ownership, respectively.
***FUDC, FUPI and FUIFAI are wholly-owned subsidiaries of UPI.
****Dissolved in 2018.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 8


Other relevant information about the subsidiaries’ nature of businesses and their status of operations are
discussed in the sections that follow:

(a) CSB was incorporated and registered with the SEC on December 9, 1965. On December 9, 2014 the SEC
approved the amendment extending CSB’s corporate term for another 50 years from December 9, 2015. It is a
thrift bank specializing in granting teacher’s loans under the Department of Education’s Automatic Payroll
Deduction System.

On January 23, 2015, the Board of Directors (BOD) approved the proposal to purchase the remaining 894
common shares of CSB held by some 41 minority shareholders. The Bank purchased additional 68 shares, 38
shares and 36 shares in 2016, 2017 and 2018, respectively, thereby, further increasing the Bank’s percentage
ownership to 99.76%, 99.77% and 99.78% as of December 31of those respective years.

(b) In December 2017, CSB and the registered holders and beneficial owners of Philippine Resources Savings
Banking Corp. (PR Savings Bank) from the Ropali Group signed a share purchase agreement (‘SPA”), whereby
the former shall acquire 127.72 million common stock of PR Savings Bank with par value of ₱10 per share or a
total value of ₱1,277.23 million. The shares represent 66.28% of the total outstanding capital stock of PR
Savings Bank.

As part of the conditions precedent to the obligation of CSB to purchase the common stock, CSB and
International Finance Corporation (IFC) entered into a Share Purchase Agreement (“Agreement”) on February
23, 2018, whereby the former shall acquire the 65.00 million preferred shares of PR Savings Bank owned by
IFC, with par value of P10.00 per share or a total par value of P650.00 million. The shares represent 33.72% of
the total issued and outstanding capital stock.

On April 5, 2018, the Philippine Competition Commission (PCC) approved the acquisition of PR Savings Bank
by CSB. The acquisition was also approved by the Monetary Board (MB) of the BSP under MB Resolution No.
1003 dated June 14, 2018.

On July 5, 2018 and July 10, 2018, the BOD and the stockholders, respectively, of CSB approved the plan of
merger with PR Savings Bank, with CSB as the surviving entity. On December 20, 2018, the MB of the BSP
approved the merger subject to certain conditions, including completion of the merger within one year from the
date of receipt of the BSP approval and that the merger should be effective on the date the SEC issues the
certificate of merger. Subsequent to the BSP approval, CSB has applied for merger with the SEC. The SEC
approved on February 28, 2019 the Articles and Plan of Merger between CSB and PR Savings Bank.

PR Savings is the 14th largest thrift bank in the country. Most of its 102 offices are located in Luzon offering
motorcycle, agri-machinery, and salary loans to over 131,000 borrowers, mostly from the mass market segment.
The transaction will enable CSB to expand its reach in Luzon, and enter into new market segments, such as
motorcycle and agri-machinery financing.

(c) In February 2018, CSB and UPI signed an SPA with AEVI for the purchase of 2,461,338 common shares
representing 51% ownership of AEVI on PETNET, Inc. (PETNET). On May 8, 2018, PCC approved the
acquisition of PETNET, Inc. by CSB and UPI. The agreement was approved by the BSP on November 23,
2018. On December 17, 2018, the parties closed the transaction by settling the purchase price and confirming
that all closing conditions have been fulfilled.

PETNET, more widely-known by its retail brand name PERA HUB, has the largest network of Western Union
outlets in the Philippines. PETNET has over 2,800 outlets nationwide. It offers a variety of cash-based services
including remittance, currency exchange and bills payment.

(d) FAIR Bank was registered with the SEC on September 15, 1998 primarily to engage in the business of
extending rural credit to small farmers and tenants and to deserving rural industries or enterprises. FAIR Bank
has one (1) banking office and ten (10) branches located all over Cebu. On December 21, 2015, CSB, UPI and
the major stockholders of FAIR Bank signed a Memorandum of Agreement which provided for the terms of the
acquisition of a total of 77.78% of the issued and outstanding capital stock of FAIR Bank by CSB and UPI. On

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 9


December 15, 2016, the MB of the BSP approved the acquisition by CSB and UPI of FAIR Bank’s 441,000
common shares and 259,002 common shares, respectively, from the selling shareholders of FAIR Bank. The
common shares acquired by CSB and UPI represented 49.00% and 28.78%, respectively, of the issued and
outstanding capital stock of FAIR Bank. The funds for the payment of the acquisition were deposited in an
escrow account with UnionBank Trust and Investment Services Group (TISG) and the escrow amount were
released in tranches, subjected to the fulfillment of certain conditions necessary to fully transfer ownership over
the acquired shares to CSB and UPI.

On March 17, 2017, CSB and UPI subscribed to 294,000 and 306,000 new common shares, respectively, of
FAIR Bank at par value of P100 per share. As a result of the subscription, the percentage of ownership of UPI
in FAIR Bank increased to 37.67% while CSB’s ownership interest stood at 49%.

To meet the minimum requirements of capital adequacy under the Manual of Regulations for Banks (MORB),
additional subscription was made by CSB and UPI on November 13, 2018 of 50,960 and 53,040 common
shares, respectively, of FAIR Bank at par value of P100 per share. As a result of the additional subscription, the
percentage of ownership of CSB’s ownership interest in FAIR Bank remained at 49% while UPI’s ownership
interest in FAIR Bank increased to 38.53%.

(e) UPI was incorporated and registered with the SEC on December 20, 1993. It is presently engaged in the
administration and management of the Parent Bank’s premises and other properties such as buildings,
condominium units and other real estate, wholly or partially owned by the Group. Pursuant to the action of the
BOD of UPI approving the amendment of its Articles of Incorporation on May 13, 2004, the primary purpose of
UPI was changed from a real estate developer to a real estate administrator. The SEC approved such
amendment on December 13, 2004. Through its wholly-owned subsidiaries, FUPI, FUDC and FUIFAI, UPI is
also engaged in the sale of pre-need plans, marketing of financial products and being an agent for life and non-
life insurance products.

Non-operating subsidiaries

(a) UBPSI was incorporated and registered with the SEC on March 2, 1993. It was organized to engage in the
business of buying, selling or dealing in stocks and other securities. In January 1995, as approved by UBPSI’s
stockholders and BOD, UBPSI sold its stock exchange seat in the PSE. Accordingly, UBPSI ceased its stock
brokerage activities.

(b) UCBC was registered in the SEC on June 14, 1994. It was organized to engage in the foreign currency
brokerage business. On March 23, 2001, the BOD of UCBC approved the cessation of its business operations
effective on April 16, 2001. Since then, UCBC’s activities were significantly limited to the settlement of its
liabilities. The BOD and the stockholders of UCBC have approved to shorten the company’s corporate term to
December 31, 2016. UCBC has secured a tax clearance from the Bureau of Internal Revenue (BIR) in 2018.

(c) UDC was registered with the SEC on September 8, 1998. It was organized to handle the centralized branch
accounting services as well as the processing of credit card application forms of the Parent Bank and the entire
backroom operations of FUPI. On July 1, 2003, the BOD of UDC approved the cessation of its business
operations effective on August 30, 2003, and subsequently shortened its corporate term to December 31, 2017
by amending its Articles of Incorporation. The services previously handled by UDC are now undertaken by the
Centralized Processing Service Unit of the Parent Bank. UDC is still in process of securing the tax clearance
from the BIR.

(d) IVCC was incorporated and registered with the SEC on October 10, 1980. It was organized to develop,
promote, aid and assist financially any small or medium scale enterprises and to purchase, receive, take or grant,
hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property, including
securities and bonds of other corporations as the transaction of the lawful business of the corporation may
reasonably and necessarily require, subject to the limitations prescribed by law and the constitution. IVCC has
ceased operations since 1992.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 10


(e) UBPIBI was organized to engage in the insurance brokerage business. It was incorporated and registered with
the SEC on February 27, 1992. In 1995, the BOD of UBPIBI approved the cessation of its operations. On
November 15, 2018, the SEC approved the dissolution of UBPIBI after it has secured a tax clearance from the
Bureau of Internal Revenue (BIR) for the dissolution in 2017.

The total assets, liabilities and capital funds of these non-operating subsidiaries amount to ₱5,211, ₱3,158 and
₱2,053, respectively, as of December 31, 2018 and ₱5,245, ₱3,155 and ₱2,090, respectively, as of December 31,
2017.

The Bank’s registered address, which is also its principal place of business, is at UnionBank Plaza, Meralco Avenue
corner Onyx Street and Sapphire Road, Ortigas Center, Pasig City. AEVI’s registered address is located at NAC
Tower, 32nd Street, Bonifacio Global City, Taguig City, Metro Manila

Distribution Network of Products and Services

UnionBank provides its customers with relevant information and transaction needs through its well-trained
relationship managers, strategically located branch networks, and automated teller machines (ATMs), supplemented
by a call center under its ISO-certified Customer Service Group. Moreover, UnionBank’s brick-and-mortar presence
is complemented by its strong digital footprint, exhibited by its website (www.unionbankph.com), online banking
portal and mobile application (UnionBank Online), customer service chatbot, as well as its own digital bank, EON.

Relationship Managers. UnionBank’s sales force is equipped with the right competencies and tools to bring about
solutions-based financial services to customers nationwide. Relationship Managers (RMs) undergo rigorous sales
trainings, are experts on the Bank’s products and service offerings, and are enabled to manage a healthy pipeline of
customers and call reports through a mobile-based sales and productivity platform. UnionBank’s RMs and financial
advisors are also licensed by the Insurance Commission to provide customers with bancassurance products.

Branch Network. UnionBank and its subsidiaries ended December 2018 with 433 branches nationwide. Select
branches are located in strategic areas within and outside of Metro Manila to maximize visibility and expand
customer reach. Customers can do over-the-counter (OTC) cash deposit and withdrawals and check deposit and
encashment at any of the Bank’s branches. High-volume transaction branches are provided with Transaction
Assistant Portal, an in-house developed self-service innovation, which aims to facilitate faster processing time
through paperless transactions and use of a card that stores bills payment and account information. UnionBank’s
check verification system utilizes Philippine Clearing House Corporation's check images, which is instrumental in
enabling fast and reliable check clearing. In 2017, the Bank also launched its concept branch called The Ark. It is a
completely digital and paperless branch which allows for straight-thru processing of transactions, and at the same
time, houses branch ambassadors for product discovery and advisory services. It will be UnionBank’s platform for
innovative development and customer experiences as it shifts utilizing branches from transactional spaces to
interactional spaces.

ATM Network. UnionBank and its subsidiaries' network of 389 ATMs as of end of December 2018 supplements its
branch network in providing 24-hour banking services to customers. Customers are given access to ATM facilities
through ATM cards, which are issued to checking and savings account holders. The Bank is also a member of
Bancnet and Expressnet, which are ATM networks that allow its customers to use ATM terminals operated by other
banks in the same network. Through these networks, customers have access to approximately 13,000 additional
ATMs nationwide.

Call Center. UnionBank’s 24-hour call center handles retail customer relationship and care, catering to deposit and
card product queries, among others. The call center utilizes a mix of phone, postal mail, email, fax and internet as
customer touch points. In handling customer complaints, it adheres to certain service level agreements, such as
feedback or resolution of ATM-related concerns within five banking days and redelivery of card within Metro
Manila after five days. Customer complaint handling is continuously improved through resolution tracking.

Customer Service Chatbot. UnionBank’s Rafa is the country’s first banking chatbot that delivers instant 24/7
customer service. Rafa is accessible through Facebook messenger. It is capable of answering customer queries on
nearest ATM, nearest branch, provides the latest foreign exchange rate of up to ten currencies, assists customers who

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 11


are exploring auto loans, and provides customers with options to get the credit card that best suits them, among
others. The Bank believes that Rafa provides a more personal and conversational customer experience compared to
the interactive voice response or auto reply platforms.

Mobile and E-Banking. UnionBank Online, launched in August 2017, is the new online and mobile banking
platform for the Bank’s customers. It is designed with an omni-channel user experience wherein the same look and
feel applies to different touchpoints (website and mobile app), operating systems (Android or IOS) and device types.
UnionBank Online enables the Bank’s customers to sign up, transact, view their account information, and update
their details online without visiting a branch or ATM, or messaging or calling the Bank’s call center. UnionBank
Online also allows customers to customize account viewing, manage transaction limits, transfer funds to other banks
via PESONet and Instapay, and many more.

EON. The EON cyber account, the Philippine’s first online payment card, was launched in 1999. In 2017, the Bank
re-launched its EON brand and introduced the first bank account specially designed for digital commerce. It is the
only electronic money product in the Philippines with modern application security features including a “selfie
banking” feature which employs facial recognition in authorizing transactions through a smart phone. In addition to
the EON cyber account, the Bank also offers the following products under the EON brand: (1) the EON electronic
money account; (2) EON Zero, a virtual lending platform where loan underwriting, application processing, and
releasing of proceeds are all completed digitally; and (3) EON Duo, a virtual credit card.

Competition

The Bank faces competition from both domestic and foreign banks, in part, as a result of the liberalization of the
banking industry by the Government. Since 1994, a number of foreign banks, which have greater financial resources
than the Bank, have been granted licences to operate in the Philippines. Foreign banks have not only increased
competition in the corporate market but have caused more domestic banks to focus on the commercial middle-
market, placing pressure on margins in both markets. On January 21, 2016, the Monetary Board approved the
phased lifting of the moratorium on the grant of new banking licence or establishment of new domestic banks. The
moratorium on the establishment of new domestic banks and locational restrictions shall be fully liberalised
beginning on January 1, 2018.

Since September 1998, the BSP has been encouraging consolidation among banks in order to strengthen the
Philippine banking system. Mergers and consolidation result in greater competition, as a smaller group of “top tier”
banks compete for business.

Certain factors arising from the 1997 Asian crisis and the 2008 global financial crisis also resulted in greater
competition and exert downward pressure on margins. Banks instituted more restrictive lending policies as they
focused on asset quality and reduction of their NPLs, which resulted in increasing liquidity. As the Philippine’s
economic growth further accelerates, and banks apply such liquidity in the lending market, greater competition for
corporate, commercial, and consumer loans is expected.

Amidst this operating environment, UnionBank leverages on its competitive advantages anchored on its superior
technology, unique branch sales and service culture, and centralized backroom operations. As a result, UnionBank
has been acknowledged as a leader in developing innovative products and services. It is recognized as among the
industry’s lowest cost producers, measured by revenue-to-expense ratio, which is a result of its wholesale customer
acquisition strategy of providing cash management solutions to principals’ ecosystems, having automated and
centralized operations, and establishing a full-blown digital strategy rather than the traditional brick-and-mortar
expansion. Lastly, the Bank is one of the most profitable in terms of return on equity, return on assets, and absolute
income.

Transactions with and/or dependent on related parties

The information required is contained in item 12 on page 57.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 12


Patents, trademarks and tradenames

Trademark Registration Date Expiration Date


1. DIGITAL ME June 29, 2017 June 29, 2027
2. EON July 30, 2017 July 30, 2027
3. EON CYBER November 2, 2017 November 2, 2027
4. EON DUO November 2, 2017 November 2, 2027
5. EON FOR THE DIGITAL ME July 30, 2017 July 30, 2027
6. EON ZERO November 2, 2017 November 2, 2027
7 EON ZOOM November 2, 2017 November 2, 2027
8. SELFIE CASH July 30, 2017 July 30, 2027
9. SELFIE CREDIT June 29, 2017 June 29, 2027
10. SELFIE DEBIT June 29, 2017 June 29, 2027
11. SELFIE LOG-IN June 29, 2017 June 29, 2027
12. SELFIE PAY November 2, 2017 November 2, 2027
13. SELFIE PAYMENT June 29, 2017 June 29, 2027
14. UBP August 7, 2014 August 7, 2024
15. UMOBILE July 30, 2017 July 30, 2027
16. UNIONBANK OF THE
August 7, 2014 August 7, 2024
PHILIPPINES & Logo
17. UNIONBANK /
December 19, 2005 December 19, 2025
Class 36: Banking Services
18. UNIONBANK Logo
October 21, 2010 October 21, 2020
Color: Orange, Blue
19. Union eon Cyber Account December 05, 2013 December 06, 2023
20. UREKA November 10, 2016 November 10, 2029
21. POW! PAY ONLINE
June 21, 2018 June 21, 2028
WHEREVER
22. OWN THE FUTURE October 25, 2018 October 25, 2028
23. THRIVE IN AN AGILE TEAM
ENVIRONMENT DRIVEN BY November 11, 2018 November 11, 2028
SUCCESS.
24. SEIZE BOLD OPPORTUNITIES
November 11, 2018 November 11, 2028
FOR GROWTH.
25. DISRUPT THE WORLD WITH November 11, 2018 November 11, 2028
SMART CHANGEMAKERS

Need for government approval


The Bangko Sentral ng Pilipinas (BSP), Securities and Exchange Commission (SEC), Philippine Deposit Insurance
Corporation (PDIC), Philippine Stock Exchange (PSE) and the Bureau of Internal Revenue (BIR) are the major
regulatory agencies that provide rules, regulations and guidelines to the Bank’s activities.

UnionBank ensures that its products, services and systems have the necessary regulatory approvals and are in
compliance with existing rules prior to launch.

Keeping abreast of regulations affecting the business


As a banking institution, UnionBank adheres to the provisions of the General Banking Law of 2000 (Republic Act
No. 8791), as amended, and the regular issuances by the BSP as embodied in its Manual of Reulations forBanks
(MORB). The regulatory issuances of the SEC, PDIC, PSE, BIR and other regulatory bodies are likewise monitored
constantly for new developments.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 13


Anti-Money Laundering Laws and Know Your Customer Procedures
UnionBank complies with the Anti-Money Laundering Act of 2001 (Republic Act No. 9160) as amended by
Republic Act 9194, its Implementing Rules and Regulations and regulatory issuances of the BSP and the Anti-
Money Laundering Council (AMLC). The Bank adheres to the Know Your Customer (KYC) rules and customer due
diligence requirements of both the law and regulation at the inception of the bank-client relationship until its
termination.

Since June 2015, the Bank has put in place a new AML System equipped with monitoring tools and reporting
capabilities. Beginning last September 2016, the Bank has likewise implemented a real-time sanctions screening
system to screen transactions that pass through the SWIFT network. Since last year, the Bank has also implemented
monitoring processes for transactions within a certain threshold. KYC and customer due diligence process remains
robust through documentation of client information, review of customer risk rating and identification of ultimate
beneficial owners and senior management approval, where warranted.

Finally, on an annual basis, UnionBank, through its Compliance and Corporate Governance Office, provides annual
formal AML trainings to the members of the Board of Directors, Senior Management and its Branches. Senior
Management, branches and other units are also required to take the AML e-learning refresher module regularly in
coordination with HR Group and the Compliance and Corporate Governance Office.

Capital Adequacy

Per existing BSP regulations, the combined capital accounts of each commercial bank should not be less than an
amount equal to 10% of its risk assets. Risk assets consist of total resources after exclusion of cash on hand, due
from BSP, loans covered by holdout on or assignment of deposits, loans or acceptances under letters of credit to the
extent covered by margin deposits and other non-risk items as determined by the Monetary Board of the BSP.

Under BSP Circular No. 538, Series of August 4, 2006, the Bank’s capital-to-risk assets ratio (CAR) as of December
2017, 2016 and 2015 were 14.4%, 15.7% and 16.15% respectively. As of 31 December 2018, the Bank’s CAR was
pegged at 15.18%

Research and Development Activities

The amount spent on research and development activities (in thousand pesos) and its percentage to revenues for the
last three years has been as follows:

2018 2017 2016

Cost 989,922 711,208 533,991

Ratio to Revenues 3.1% 2.9% 2.7%

Employees

As of December 31, 2018, the Bank employed 3,600 people, 219 as Executives, 2,584 as Officers, 797 as Clerical
Staff and covered by CBA. Of these, 1,799 are in Operations, 735 are in Non-Operations, and 1066 are in
Sales/Marketing. The Bank does not foresee an increase in the number of headcount within the ensuing twelve (12)
months.

The Collective Bargaining agreement started on June 01, 2015 and will expire on May 31, 2020.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 14


RISK MANAGEMENT OBJECTIVES AND POLICIES

Risks are inherent in the business activities of the Group. Among its identified risks are credit risk, liquidity risk,
market risk, interest rate risk, foreign exchange risk, operational risk, legal risk, and regulatory risk. These are
managed through a risk management framework and governance structure that provides comprehensive controls and
management of major risks on an ongoing basis.

Risk management is the process by which the Group identifies its key risks, obtains consistent and understandable
risk measures, decides which risks to take on or reduce and how this will be done, and establishes procedures for
monitoring the resulting risk positions. The objective of risk management is to ensure that the Group conducts its
business within the risk levels set by the BOD while business units pursue their objective of maximizing returns.

Risk Management Strategies


The Group maintains a prudent risk management strategy to ensure its soundness and profitability. Business units
are held accountable for all the risks and related returns, and ensure that decisions are consistent with business
objectives and risk tolerance. Strategies, policies and limits are reviewed regularly and updated to ensure that risks
are well-diversified and risk mitigation measures are undertaken when necessary. A system for managing and
monitoring risks is in place so that all relevant issues are identified at an early stage and appropriate actions are
taken. The risk policies, guidelines and processes are designed to ensure that risks are continuously identified,
analyzed, measured, monitored and managed. Risk reporting is done on a regular basis, either monthly or quarterly.

Although the BOD is primarily responsible for the overall risk management of the Group’s activities, the
responsibility rests at all levels of the organization. The risk appetite is defined and communicated through an
enterprise-wide risk policy framework.

Risk Management Structure


The BOD of the Parent Bank exercises oversight of the Parent Bank’s risk management process as a whole and
through its various risk committees. For the purpose of day-to-day management of risks, the Parent Bank has
established independent Risk Management Units (RMUs) that objectively review and ensure compliance to the risk
parameters set by the BOD. They are responsible for the monitoring and reporting of risks to senior management
and the various committees of the Parent Bank.

On the other hand, the risk management processes of its subsidiaries are handled separately by their respective
BODs.

The Parent Bank’s BOD is primarily responsible for setting the risk appetite, approving risk parameters, credit
policies, and investment guidelines, as well as establishing the overall risk-taking capacity of the Parent Bank. To
fulfill its responsibilities in risk management, the BOD has established the following committees, whose functions
are described below.

(a) The Executive Committee (EXCOM), composed of seven (7) members of the BOD, exercises certain functions
as delegated by the BOD including, among others, the approval of credit proposals, asset recovery and real and
other properties acquired (ROPA) sales within its delegated limits.

(b) The Risk Management Committee (RMC) is composed of seven (7) members of the BOD, majority of whom
are independent directors, including the Chairman. The RMC shall advise the BOD of the Parent Bank’s overall
current and future risk appetite, oversee Senior Management’s adherence to the risk appetite statement, and
report on the state of risk culture of the Parent Bank. The RMC shall oversee the risk management framework,
adherence to the risk appetite of the Parent Bank and the risk management function.

(c) The Market Risk Committee (MRC) is composed of nine (9) members of the BOD, majority of whom are
independent directors, including the Chairman. The MRC is primarily responsible for reviewing the risk
management policies and practices relating to market risk including interest rate risk in the banking book and
liquidity risk.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 15


(d) The Operations Risk Management Committee (ORMC), composed of seven (7) members of the BOD, reviews
various operations risk policies and practices.

(e) The Audit Committee is a committee of the BOD that is composed of seven (7) members, most of whom are
with accounting, auditing, or related financial management expertise or experience. The skills, qualifications,
and experience of the committee members are appropriate for them to perform their duties as laid down by the
BOD. Four of the seven members are independent directors, including the Chairman.

The Audit Committee serves as principal agent of the BOD in ensuring independence of the Parent Bank’s
external auditors and the internal audit function, the integrity of management, and the adequacy of disclosures
and reporting to stockholders. It also oversees the Parent Bank’s financial reporting process on behalf of the
BOD. It assists the BOD in fulfilling its fiduciary responsibilities as to accounting policies, reporting practices
and the sufficiency of auditing relative thereto, and regulatory compliance.

(f) The Corporate Governance Committee (CGC) is primarily responsible for helping the BOD fulfill its corporate
governance responsibilities. It is responsible in ensuring the BOD’s effectiveness and due observance of
corporate governance principles and of oversight over the compliance risk management.

The CGC is composed of at least six (6) members of the BOD, majority of whom, including its Chairman, shall
be independent directors, and one (1) of whom shall be from the Parent Bank’s Senior Management.

CGC’s specific duties include, among others, making recommendations to the BOD regarding continuing
education of directors, overseeing the periodic performance evaluation of the BOD, its committees, senior
management, and the function of the Chief Compliance and Corporate Governance Officer. It also performs
oversight functions over the Compliance and Corporate Governance Office (CCGO) and the Anti-Money
Laundering Committee of the Parent Bank

(g) The Nominations Committee (NOMCOM) is comprised of six (6) voting members of the BOD, one of whom is
an independent director, and one non-voting member in the person of the Human Resources Director. The
NOMCOM is responsible for reviewing the qualifications of and screening candidates for the BOD, key officers
of the Parent Bank and nominees for independent directors. It oversees the implementation of programs for
identifying, retaining and developing critical officers and the succession plan for various units in the
organization.

(h) The Compensation and Remuneration Committee (COMPREM) is composed of seven (7) members of the
BOD, two (2) of whom are independent directors, including its Chairman. It is responsible for overseeing
implementation of the programs for salaries and benefits of directors and senior management. It monitors
adequacy, effectiveness and consistency of the Parent Bank’s compensation program vis-à-vis corporate
philosophy and strategy.

(i) The Related Party Transaction Committee is a board-level committee composed of five (5) members, three (3)
of whom are independent directors including its Chairman. The other two (2) members are the Head of Internal
Audit Division and the Chief Compliance and Corporate Governance Officer who are both non-voting
members. The Committee assists the BOD in the fulfillment of its corporate governance responsibilities on
related party transactions by ensuring that these are transacted at arm’s length terms. Where applicable, the
Committee reviews and approves related party transactions or endorses them to the BOD for approval or
confirmation.

The major risk types identified by the Group are discussed in the following sections:

Credit Risk

Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to honor its financial or
contractual obligation to the Group. The risk may arise from lending, trade finance, treasury, investments,
derivatives and other activities undertaken by the Group. Credit risk is managed through strategies, policies and
limits that are approved by the respective BOD of the various companies within the Group. With respect to the

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 16


Parent Bank, it has a well-structured ad standardized credit approval process and credit scoring system for each of its
business and/or product segments.

The RMU undertakes several functions with respect to credit risk management. The RMU independently performs
credit risk assessment, evaluation and review for its retail, commercial and corporate financial products to ensure
consistency in the Parent Bank’s risk assessment process. It also ensures that the Parent Bank’s credit policies and
procedures are adequate and are constantly updated to meet the changing demands or risk profiles of the business
units.

Credit risk management practices and credit quality disclosures

Corporate Loans and Commercial Loans


Corporate lending activities are undertaken by the Parent Bank’s Corporate Banking Center. The customer
accounts under this group belong to the top tier corporations, conglomerates and large multinational companies.
The Parent Bank undertakes a comprehensive procedure for the credit evaluation and risk assessment of large
corporate borrowers based on its obligor risk rating master scale.

The Parent Bank’s commercial banking activities are undertaken by its Commercial Banking Center (ComBank).
These consist of banking products and services rendered to customers which are entities that are predominantly
small and medium scale enterprises (SMEs). These products and services are similar to those provided to large
corporate customers, with the predominance of trade finance-related products and services.

The Parent Bank transitioned to a new internal rating system in 2018 and currently utilizes a single rating system
for both Corporate and Commercial accounts.

The new rating system assesses default risk based on financial profile, management capacity, industry
performance, and other factors deemed relevant. Significant changes in the credit risk considering movements in
credit rating, among other account-level profile and performance factors, define whether the accounts are
classified in either Stage 1, Stage 2, or Stage 3 per PFRS 9 loan impairment standards.

Retail Financial Products


The consumer loan portfolio of the Parent Bank is composed of four main product lines, namely: Home Loans,
Credit Cards, Auto Loans, and Business Line Loans. Each of these products has established credit risk
guidelines and systems for managing credit risk across all businesses. Scoring models have been revised and
fine-tuned while data analytics have been enhanced to improve portfolio quality and product offers.

Exposure to credit risk is managed through regular analysis of the ability of borrowers and potential borrowers to
meet interest and capital repayment obligations and by changing these lending limits when appropriate.

The Retail products’ respective masterscale is defined by the credit scoring models, which consider demographic
variables and behavioral performance, to segment the portfolio according to risk masterscale per product. The
stages are defined by the approved Significant Increase in Credit Risk (SICR) for Retail which takes into account
the following: NPL status, months on books, and credit score rating for Application score (point of application)
and Behavior Score (monthly credit performance).

Investments and Placements


Investments and Placements include financial assets at amortized cost, debt financial assets through other
comprehensive income, due from BSP and due from other banks. Each has established credit risk guidelines and
systems for managing credit risk across all businesses.

Liquidity Risk
Liquidity risk is the risk that there are insufficient funds available to adequately meet the credit demands of the
Group’s customers and repay deposits on maturity. The ALCO and the Treasurer of the Group ensure that sufficient
liquid assets are available to meet short-term funding and regulatory requirements. Liquidity is monitored by the
Group on a daily basis and under stressed situations. A contingency plan is formulated to set out the amount and the

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 17


sources of funds (such as unused credit facilities) that are available to the Group and the circumstances under which
the Group may use such funds.

The Group also manages its liquidity risks through the use of a Maximum Cumulative Outflow (MCO) limit which
regulates the outflow of cash on a cumulative basis and on a tenor basis. To maintain sufficient liquidity in foreign
currencies, the Group has also set an MCO limit for certain designated foreign currencies. The MCO limits are
endorsed by the MRC and approved by the BOD.

Market Risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in
market variables such as interest rate, foreign exchange rates and equity prices. The Group classifies exposures to
market risk into either trading book or banking book. The market risk for the trading portfolio is managed and
monitored based on a Value-at-Risk (VaR) methodology. Meanwhile, the market risk for the non-trading positions
are managed and monitored using other sensitivity analyses.

The Group applies a VaR methodology to assess the market risk of positions held and to estimate the potential
economic loss based upon a number of parameters and assumptions for various changes in market conditions. VaR
is a method used in measuring financial risk by estimating the potential negative change in the market value of a
portfolio at a given confidence level and over a specified time horizon.

The Group uses the historical VaR approach in assessing the possible changes in the market value of investment
securities based on historical data for a rolling one-year period. The VaR models are designed to measure market
risk in a normal market environment. The models assume that any changes occurring in the risk factors affecting the
normal market environment will have the same distribution as they had in the past. This involves running the
portfolio across a set of historical price changes, thus creating a distribution of changes in portfolio value which may
or may not be normal. The historical approach does not make any assumptions regarding the distribution of the risk
factors and therefore can accommodate any type of distribution.

Interest Rate Risk


A critical element of the Group’s risk management program consists of measuring and monitoring the risks
associated with fluctuations in market interest rates on the Group’s net interest income and ensuring that the
exposure in interest rates is kept within acceptable limits.

The Group employs “gap analysis” to measure the interest rate sensitivity of its assets and liabilities, also known as
Earnings-at-Risk (EaR). This sensitivity analysis is performed at least every month. The EaR measures the impact
on the net interest income for any mismatch between the amounts of interest-earning assets and interest-bearing
liabilities within a one-year period. The EaR is calculated by first distributing the interest sensitive assets and
liabilities into tenor buckets based on time remaining to the next repricing date or the time remaining to maturity if
there is no repricing and then subtracting the liabilities from the assets to obtain the repricing gap. The repricing gap
per tenor bucket is then multiplied by the assumed interest rate movement and appropriate time factor to derive the
EaR per tenor. The total EaR is computed as the sum of the EaR per tenor within one year. To manage the interest
rate risk exposure, BOD-approved EaR limits were established.

Non-maturing or repricing assets or liabilities are considered to be non-interest rate sensitive and are not included in
the measurement.

Foreign Exchange Risk


Foreign exchange risk is the risk to earnings or capital arising from changes in foreign exchange rates.

The Group’s net foreign exchange exposure, taking into account any spot or forward exchange contracts, is
computed as foreign currency assets less foreign currency liabilities. The foreign exchange exposure is limited to
the day-to-day, over-the-counter buying and selling of foreign exchange in the Group’s branches, as well as foreign
exchange trading with corporate accounts and other financial institutions. The Group is permitted to engage in
proprietary trading to take advantage of foreign exchange fluctuations.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 18


Operational Risk
To standardize the practice and to conform to international standards, the Parent Bank has adopted the Basel
Committee’s definition of operational risk. This is formalized in the Parent Bank’s approved Operational Risk
Management Framework. Operational risk is the risk of loss arising from inadequate or failed internal processes,
people, and systems or from external events. This definition also covers legal risk, as well as, the risk arising from
dealings with Outsourced Service Providers (OSPs) and the use of technology-related products, services, delivery
channels, and processes. This definition excludes strategic and reputational risk.

Each specific unit of the Parent Bank has its roles and responsibilities in the management of operational risk and
these are clearly stated in the operational risk management framework. At the BOD level, an ORMC was formed to
provide overall direction in the management of operational risk, aligned with the overall business objectives.

Legal Risk and Regulatory Risk Management


Legal risk pertains to the Parent Bank’s exposure to losses arising from cases decided not in favor of the Parent
Bank where significant legal costs have already been incurred, or in some instances, where the Parent Bank may be
required to pay damages. The Parent Bank is often involved in litigation in enforcing its collection rights under loan
agreements in case of borrower default. The Parent Bank may incur significant legal expenses as a result of these
events, but the Parent Bank may still end up with non-collection or non-enforcement of claims. The Parent Bank
has established measures to avoid or mitigate the effects of these adverse decisions and engages several qualified
legal advisors, who were endorsed to and carefully approved by senior management. At year-end, the Parent Bank
also ensures that material adjustments or disclosures are made in the financial statements for any significant
commitments or contingencies which may have arisen from legal proceedings involving the Parent Bank.

Regulatory compliance risk refers to the potential risk for the Parent Bank to suffer financial loss due to changes in
the laws, monetary, tax or other governmental regulations of the country. The monitoring of the Parent Bank’s
compliance with these regulations, as well as the study of the potential impact of new laws and regulations, is the
primary responsibility of the Parent Bank’s Chief Compliance and Corporate Governance Officer. The Chief
Compliance and Corporate Governance Officer is responsible for communicating and disseminating new rules and
regulations to all units, analyzing and addressing compliance issues, performing periodic compliance testing and
regularly reporting to the CGC and the BOD.

Item 2 - Properties

The UnionBank Plaza, which is a bank-owned property, is now the Union Bank of the Philippines' Head Office. It is
located at Meralco Avenue corner Onyx Street and Sapphire Road, Ortigas Center, Pasig City. It is a 50-storey
office condominium building with an estimated usable area of 50,888.24 square meters. It is one of the most
modern intelligent buildings in the Ortigas Business Center with electronically equipped building utility systems. It
is also a PEZA proclaimed "IT Building" under Presidential Proclamation No. 900 dated Aug. 25, 2005 where the
Bank occupies around 22,924.87 square meters. The Bank’s leased area including those units for lease, cover an
estimated total area of 19,692.99 square meters.

As of December 31, 2018 and 2017, the Bank and its subsidiaries paid ₱664.3 million and ₱571.3 million in rentals,
respectively, mainly for its branches.

Other properties owned by the bank are as follows:

Name of Property Location


Unionbank of the Philippines
Ground Floor, Best Western Antel Hotel 7829, Makati Avenue
ANTEL RESIDENCES (Area of 40.71 sqm)
cor. Salamanca St., Makati City
OLONGAPO BRANCH 87 Magsaysay Drive, Olongapo City
CAGAYAN DE ORO BRANCH Lapasan National Highway Cagayan de Oro City
ILIGAN BRANCH Quezon Avenue, Iligan City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 19


ILOILO CITY BRANCH General Luna St.,Iloilo City
RICHVILLE BRANCH (SOUTHWEST UGI and UG 4 Condo Units Alabang Zapote Road
TOWER) Madrigal Business Park Alabang, Muntinlupa City
Condo Unit-GID and parking lot B209
EMERALD BRANCH Wynsum Corporate Plaza Emerald Avenue, Ortigas Center Pasig
City
CABANATUAN BRANCH P. Burgos St., Poblacion, Cabanatuan City
DAVAO-MAGSAYSAY BRANCH Cor Magsaysay Ave and E. Jacinto St. Davao City
Real and San Juan street., two major road in the city., Dumaguete
DUMAGUETE BRANCH
City
Unionbank Bldg., along J.P. Rizal Avenue, Brgy. Maningning,
PUERTO PRINCESA
Puerto Princesa City, Palawan
G. A. Cu-Unjieng Bldg., Q. Paredes St., corner Dasmarinas St.,
DASMARINAS
Binondo Manila
Peak Tower (Condo Unit) 8th/9th Floor, Salcedo Village,Makati City
EUROPA MINES VIEW FLAT Laussane #1506 Baguio City
MONTERRAZA PROPERTY #6 Jasmine St. Monterraza Subd. Itogon, Baguio City
CEBU BUSINESS PARK Rosales Avenue, Cebu Business Park Cebu City

Ayala Integrated-CAR DISPLAY #138 Gen. Luis Along Nagkaisang Nayon, Cor. Pasacola St.
WAREHOUSE (from ROPA - ARG) Novaliches Quezon City

ILOILO BUSINESS PARK Brgy. Tabucan Airport, District of Mandurriao, Iloilo City

City Savings Bank


CitySavings Financial Plaza corner Osmena Boulevard & P.
HEAD OFFICE
Burgos Street, Barangay Nino, Cebu City
Carlos P. Garcia Avenue, Barangay Pobalcion II, Tagbilaran City,
TAGBILARAN
Bohol
ROPA Brgy. Dao, Tagbilaran City

FAIR Bank
FAIRBANK-STA. FE BRANCH Brgy. Talisay, Sta. Fe
FAIRBANK-DAANBANTAYAN
Osmena, Daanbantayan, Cebu
BRANCH

FAIRBANK-BOGO BRANCH Dela Vina cor. J Lequin Gairan, Bogo City, Cebu (2 properties)

PR Savings Bank
Aurora National Highway San Jose Aurora Isabela
Cabatuan Purok 2 Centro Cabatuan, Isabela

Cauayan Rizal Avenue corner Canciller Avenue Cauayan City Isabela

Diffun Purok 7 National Hiway Andres Bonifacio, Diffun, Quirino

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 20


National Highway Brgy 51A, Nangalisan Laoag City, Ilocos
Laoag
Norte
U103 One Corporate Center Julia Vargas Ave. cor. Meralco,
Pasig
Ortigas Center, San Antonio Pasig City
Roxas Isabela Don Mariano Marcos Avenue Bantug Roxas Isabela
San Mateo Alicia Road Barangay 1, San Mateo, Isabela
Sta. Ana National Highway Centro, Sta Ana, Cagayan
U2408 One Corporate Center Julia Vargas Ave. cor. Meralco,
Pasig City, NCR (Condo)
Ortigas Center, San Antonio Pasig City
Aparri, Cagayan Cagayan Valley Road, Brgy. Macanaya, Aparri, Cagayan
Tuguegarao, Cagayan Brgy. Carig, Tuguegarao City, Cagayan
Sta. Rosa, Laguna Lakeside Evozone East II 3B Block9 Lot 3 Sta. Rosa, Laguna

PetNet Inc.
J.Catolico Sr Avenue. corner Mateo Rd, Brgy Lagao, Gen. Santos
PETNET BUILDING
City
0029 Spratley Island St, Betterliving Subd, Don Bosco,
PARAÑAQUE WAREHOUSE MM/ Petnet Inc, 003-BL-011C swaziland St. Brgy Don Bosco,
Betterliving Subd. Paranaque (2 LOTS)

Union Properties Inc.


UNIONBANK CENTRE-MANILA Quintin Paredes St. Corner Dasmarinas St. Binondo Manila
KINGSWOOD 285 Vito Cruz Extension cor. Metropolitan Ave, Makati

There are also Bank premises which are being leased as per attached report (Annex 3).

All the facilities are in good condition. Likewise, there are no properties owned by the Bank that are mortgaged to
third parties nor are there adverse claims on such properties. The Bank has plans of purchasing properties for
branch locations, if possible. However, there are no concrete steps taken to date regarding actual land purchase for
branches in the next 12 months.

Item 3 - Legal Proceedings

The Bank is not aware of any of the following events wherein any of its directors, nominees for election as director,
executive officers, underwriter or control person were involved during the past five (5) years:

• any bankruptcy petition filed by or against any business of which a director, person nominated to
become a director, executive officer, or control person of the Corporation was a general partner or
executive officer either at the time of the bankruptcy or within two years prior to that time;

• any conviction by final judgment in a criminal proceeding or being subject to a pending criminal
proceeding of any director, person nominated to become a director, executive officer, or control person
of the Bank;

• any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting the involvement of any director, person nominated to become a director, executive officer, or
control person of the Corporation in any type of business or banking activities.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 21


The Bank is a defendant/respondent in various legal actions, most of which are claims for damages arising in the
ordinary course of business. The results of these actions, however, will not have a material effect on the Bank’s
financial position.

Item 4 - Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter covered by this report.

The Bank has only Common shares with foreign equity ownership of 19,240,391 shares or 1.58% of the total
subscribed capital stock. (as of March 31, 2019)

Number of Common Shares as of March 31, 2019 (Issued and Outstanding Shares) – 1,217,609,561 shares

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 22


PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5 - Market for Registrant’s Common Equity and Related Stockholder Matters

(1) Market Information

UnionBank’s shares were officially listed and first traded at the Philippine Stock Exchange on May 21, 1992.

The price performance of the shares has been as follows:

(Philippine Peso) HIGH LOW

As of April 12, 2019 62.00 60.90

Quarter Ended March 31, 2019 65.95 58.00

Quarter Ended December 2018 69.50 63.25

Quarter Ended September 2018 87.80 64.50

Quarter Ended June 2018 93.00 85.00

Quarter Ended March 2018 93.00 86.00

Quarter Ended December 2017 87.35 86.45

Quarter Ended September 2017 86.90 85.15

Quarter Ended June 2017 86.50 78.50

Quarter Ended March 2017 80.00 74.10

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 23


(2) Holders

The Bank has 4,897 shareholders of record as of March 31, 2019. The number of common shares outstanding as of
said date stood at 1,217,609,561.

Top 20 Stockholders of the Bank as of March 31, 2019:

STOCKHOLDERS NATIONALITY SHARES %


1 ABOITIZ EQUITY VENTURES, INC. FILIPINO 511,581,606 42.02%
2 PCD NOMINEE CORPORATION FILIPINO 249,535,658 20.49%
3 THE INSULAR LIFE ASSURANCE CO., FILIPINO 198,274,189
LTD. 16.28%
4 SOCIAL SECURITY SYSTEM FILIPINO 115,132,534 9.46%
5 SOCIAL SECURITY SYSTEM (1) FILIPINO 32,921,222 2.70%
6 PCD NOMINEE CORPORATION OTHER ALIEN 18,495,400 1.52%
7 RAMON ABOITIZ FOUNDATIONS, INC. FILIPINO 4,671,450 0.38%
8 SANFIL MANAGEMENT CORPORATION FILIPINO 3,577,693 0.29%
9 JUSTO A. ORTIZ FILIPINO 3,229,061 0.27%
10 BAUHINIA MANAGEMENT, INC. FILIPINO 1,905,667 0.16%
11 DOMINUS CAPITAL, INC. FILIPINO 1,794,436 0.15%
12 FMK CAPITAL PARTNERS, INC. FILIPINO 1,732,739 0.14%
13 WINDEMERE MANAGEMENT FILIPINO 1,706,291
CORPORATION 0.14%
14 DONYA I MANAGEMENT CORP. FILIPINO 1,705,073 0.14%
15 HAWK VIEW CAPITAL, INC. FILIPINO 1,676,187 0.14%
PORTOLA INVESTORS, INC. FILIPINO 1,676,187 0.14%
16 LUIS MIGUEL O. ABOITIZ FILIPINO 1,547,777 0.13%
17 ALPHITONIA MANAGEMENT, INC. FILIPINO 1,474,814 0.12%
18 ANDROLEPIS MANAGEMENT, INC. FILIPINO 1,474,812 0.12%
ANACYCLUS MANAGEMENT, INC. FILIPINO 1,474,812 0.12%
ALDROVANDA MANAGEMENT, INC. FILIPINO 1,474,812 0.12%
19 MOREFUND CORPORATION FILIPINO 1,453,480 0.12%
20 ANNABELLE O. ABOITIZ FILIPINO 1,411,061 0.12%

Level of the Bank’s Public Float Pursuant to the Minimum Public Ownership (MPO) Rule of the PSE

As of March 31, 2019, the public ownership percentage representing the total number of shares owned by public in
the Bank’s shareholdings, computed based on the MPO Rule of the PSE is 31.73%.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 24


(1) Dividends

The following is a summary of the dividends declared and distributed by the Group in 2018, 2017 and 2016:

Date of Date of Date of Date of Dividend Shares


Declaration Record BSP Approval Payment per Share Outstanding Total Amount

January 26, 2018 February 12, 2018 N/A February 27, 2018 ₱1.90 1,058,343,929 ₱2,010,853
January 27, 2017 February 10, 2017 N/A February 24, 2017 ₱1.90 1,058,343,929 ₱2,010,853
January 22, 2016 February 9, 2016 N/A February 19, 2016 ₱1.50 1,058,343,929 ₱1,587,516

On January 25, 2019, the Parent Bank’s BOD approved the declaration of cash dividends at ₱1.90 per share or for a
total of ₱2,312,584 based on the outstanding common stock of 1,217,149,512 shares as of December 31, 2018.
Record date for stockholders entitled to said cash dividend is February 11, 2019 while payment is expected to be
made on February 28, 2019.

In compliance with BSP regulations, the Parent Bank ensures that adequate reserves are in place for future bank
expansion requirements. The foregoing cash dividend declarations were made within the BSP’s allowable limit of
dividends.

(2) Recent Sales of Unregistered Securities

On December 7, 2018, the Bank issued and listed on the Philippine Dealing and Exchange Corporation (“PDEx”) its
Php11 billion Fixed Rate Bonds Due 2020 under the Bank’s Php20 billion multi-tranche bond and commercial paper
program.

On February 21, 2018, the Bank issued and listed on PDEx Php3.0 billion worth of Long-Term Negotiable
Certificates of Time Deposit. The offering of LTNCD was to improve the Bank’s deposit maturity profile and
support business expansion plans.

On November 29, 2017, the Bank issued USD500 million in Fixed Rate Senior Notes under the Bank’s Medium
Term Note Programme which was established on November 14, 2017. Proceeds of the Notes was used to refinance
the Bank’s existing liabilities, expand its funding base and for other general corporate purposes.

(3) Other Securities

On September 28, 2018, the Bank issued and listed on The Philippine Stock Exchange, Inc. a total of 158,805,583
common shares following the completion of its ₱10 billion stock rights offering. The offer period ended on
September 21, 2018. Eligible shareholders of the Bank were entitled to a ratio of 1:6.6644 common shares as of
record date of September 3, 2018 at a price of ₱62.97 each. Total gross proceeds is ₱9,999,987,561.51.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 25


UNION BANK OF THE PHILIPPINES
SEC FORM 17-A
FOR THE YEAR ENDED DECEMBER 31, 2018

Item 6 - Management’s Discussion and Analysis or Plan of Operation

Statement of Income for the Year Ended December 31, 2018 vs December 31, 2017

Union Bank of the Philippines registered a net income of Php7.3 billion for the year ended December 31,
2018. The 13.1% decline from previous year’s net income was due to the ff: the lower income contribution of our
subsidiary, City Savings Bank, attributed to the delay in the renewal of its automatic payroll deduction system
(APDS) memorandum of agreement with the Department of Education by seven months; margin compression from
the higher interest rate environment in 2018; and compliance to new liquidity regulations which prompted the Bank
to issue long-term liabilities starting last quarter of 2017.

The Bank’s total equity grew by Php17.6 billion to Php91.0 billion driven by the net proceeds from the
Bank’s stock rights offering in September 2018 and growth in retained earnings arising from the Bank’s net income
for the year, expected credit loss (ECL) adjustments from PFRS9 adoption, other comprehensive income, and non-
controlling interest in PETNET.
Total interest income increased by 14.1% to Php31.6 billion from Php27.7 billion recorded in the
comparable period a year ago. Interest income on loans and other receivables and interest income on investment
securities at amortized cost and fair value through other comprehensive income (FVOCI) were up by 13.2%
and 17.7% to Php23.4 billion and Php7.8 billion, respectively due to higher average volume levels and yields.
Interest income on interbank loans receivable was also higher by 15.6% to Php107.3 million due to higher
average yields. Interest income on cash and cash equivalents and interest income on trading securities at fair
value through profit or loss (FVTPL), on the other hand, were down by 6.7% and 30.1% to Php207.5 million and
Php36.6 million, respectively, driven by lower average volumes.

Total interest expense was up by 67.4% to Php11.6 billion from Php6.9 billion in the same period a year
ago. This resulted from the higher interest expense on deposit liabilities on account of higher average rates of
deposits, as well as higher interest expense on bills payable and other liabilities attributed to the USD500 million
medium term notes issued in November 2017.

As a result of the foregoing, net interest income amounted to Php20.0 billion, 3.8% lower from the
Php20.8 billion earned in 2017.

The Bank also set aside Php856.0 million for impairment losses for 2018.

Total other income amounted to Php5.7 billion for the year, 25.2% higher from the Php4.5 billion earned in
the same period a year ago. Gain on trading and investment securities at FVTPL and FVOCI was recorded at
Php1.4 billion, as the Bank recognized gains from sale of securities portfolio as allowed under the amended PFRS 9.
The Bank also recognized gains on sale of investment securities at amortized cost amounting to Php152.2 million
from the Bank’s participation in a bond exchange offering initiated by the issuer during the first quarter of the year.
Meanwhile, service charges, fees, and commissions increased by 10.7% to Php1.6 billion driven by higher
transaction fees and commissions from the Bank’s bancassurance business. Service charges, fees, and commission
for years 2017 and 2016 were restated to reflect the change CitySavings’ accounting for certain upfront fees from
outright income recognition as services charges, fees and commissions to amortizing the fees to interest income over
the expected life of the loans using the effective interest rate method. Miscellaneous income, on the other hand, was
lower by 10.1% to Php2.6 billion mainly driven by lower gain on sale of investment properties and lower trust fund
income of a subsidiary.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 26


Total expenses amounted to Php16.3 billion, up by 18.6% from the Php13.8 billion incurred in 2017.
Salaries and employee benefits rose by 8.4% to Php5.7 billion from Php5.3 billion on higher manpower count
mainly coming from the sales and marketing units due to business expansion. Taxes and licenses increased to
Php2.6 billion from Php2.1 billion from higher documentary stamp taxes driven by higher rates from the
implementation of the TRAIN law. Occupancy increased by 15.6% to Php849.5 million on higher cost of lease
contracts. Miscellaneous expenses also increased by 28.5% to Php6.4 billion from Php5.0 billion on higher
information technology-related costs, advertising and publicity expenses, and management and professional fees.

Tax expense amounted to Php1.2 billion, 47.8% lower from Php2.3 billion in the same period last year, in
view of lower taxable income of the Bank’s subsidiary.
Income attributable to non-controlling interests was at Php1.1 million loss from Php8.7 million income
due to lower income from subsidiaries.

Statement of Comprehensive Income for the Year Ended December 31, 2018 vs December 31, 2017

The Bank posted a total comprehensive income of Php7.6 billion for 2018, 9.6% lower than the Php8.4
billion recorded in the same period last year. The lower amount of total comprehensive income was driven by the
lower net income for the year. The Bank had mark-to-market gains on reclassified investment securities at
Php1.4 billion and unrealized mark-to-market gains on investment securities at FVOCI at Php218.9 million.
Remeasurement of retirement obligation, net of tax, also increased to Php189.8 million on actuarial adjustments.

Statement of Condition as of December 31, 2018 vs December 31, 2017

UnionBank’s total resources as of December 31, 2018 amounted to Php673.8 billion, 8.4% higher
compared to the Php621.4 billion reported as of December 31, 2017 primarily driven by increases in loans and other
receivables and investment securities at amortized cost.

Cash and other cash items increased to Php10.9 billion from Php6.6 billion due to higher cash
requirements vs. end-December 2017. Due from Bangko Sentral ng Pilipinas (BSP) declined to Php56.5 billion
from Php66.3 billion due to the deployment of funds to higher yielding securities and loans, as well as the lower
reserve requirements prescribed by the BSP compared to last year. Due from other banks also decreased to
Php14.9 billion from lower working balances with foreign correspondent banks, while excess liquidity was fully
deployed to other asset classes which is why interbank loans receivable did not have any balance as of December
31, 2018.

Holdings of trading and investment securities was up by 28.6% to Php218.3 billion from Php169.7 billion
as the Bank continued to build-up its financial assets at amortized cost, which increased by 20.2% to Php200.2
billion. Financial assets at FVOCI rose to Php9.8 billion from Php43.8 million as a portion of investment securities
at amortized cost was reclassified to the said category, following the adoption of the full version of PFRS 9.
Financial assets at FVTPL also increased to Php8.3 billion from Php3.2 billion due to the purchase of such
securities.

Loans and other receivables grew by 16.4% to Php326.2 billion anchored on the growth across customer
loan businesses to include corporate loans (up 15% YoY), commercial (up 39% YoY), mortgage loans (up 32%
YoY) and credit cards (up 37% YoY). As a result, the Bank’s loan-to-deposit ratio increased to 77.5% in 2018
from 62.6% in 2017.
Investment properties inched up by 7.8% to Php15.3 billion while bank premises, furniture, fixtures
and equipment increased by 35.7% to Php5.1 billion primarily due to the consolidation of assets from the
acquisition of Philippine Resources (PR) Savings Bank and PETNET. Goodwill and Investment in Subsidiaries
and Associates also rose to Php15.7 billion and Php29.6 million from Php11.3 billion and Php2.5 million,

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 27


respectively on account of the same acquisitions. Other assets went up by 6.6% to Php10.8 billion driven by the
increase in software assets.
Total liabilities were recorded at Php582.8 billion as of December 31, 2018 compared with the Php548.1
billion reckoned at end-December 2017. Bills payable increased by 2.1x to Php91.0 billion from Php43.1 billion on
higher short-term funding requirements. Notes and bonds payable was also higher by 38.6% to Php44.5 billion
from Php32.1 billion as of end-December 2017 mainly attributed to the Php11.0 billion senior fixed rate bonds
issued on December 7, 2018.

Total capital funds were up by 24.0% to Php91.0 billion as of December 31, 2018 from Php73.3 billion as
of end-December 2017, primarily attributed to the additional capital raised by the Bank in its stock rights offering in
September 2018, as well as the higher surplus free/retained earnings which increased by 9.6% to Php61.5 billion.
Surplus reserves were also up by 78.7% to Php3.5 billion on account of the appropriation for the difference
between BSP’s required 1% expected credit loss (ECL) on stage 1 accounts over the Bank’s computed ECL for
stage 1 accounts. Net unrealized fair value gains on investment securities was recorded at Php75.2 million
coming from the Bank’s investments at FVOCI. Accumulated remeasurements of defined benefit plan, on the
other hand, narrowed at Php985.5 million on actuarial adjustments.

Key performance indicators of the Bank are as follows:

2018 2017
Return on Average Assets 1.2% 1.5%
Return on Average Equity 9.0% 12.0%
Cost-to-Income Ratio 63.6% 54.3%

2018 2017
Net Non-Performing Loan Ratio 2.3% 1.3%
Capital Adequacy Ratio 15.2% 14.4%

The manner by which the Bank calculates the above indicators is as follows:
Return on Average Assets: Net income divided by average total resources for the period indicated
Return on Average Equity: Net income divided by average total capital funds for the period
indicated
Cost-to-Income Ratio: Total operating expenses divided by the sum of net interest income and
other income
Net Non-Performing Loan Ratio: (Total non-performing loans less specific loan loss reserves for NPL)
divided by (total loans inclusive of interbank loans receivables)
Capital Adequacy Ratio: Total qualifying capital divided by total risk-weighted assets (inclusive
of credit, market and operational risk charge)

As to material event/s and uncertainties, the Bank has nothing to disclose on the following apart from those
already disclosed elsewhere or presented in the accompanying audited financial statements:
• Any known trends, demands, commitments, events or uncertainties that will have a material impact on
the issuer’s liquidity.
• Any events that will trigger direct or contingent financial obligation, including any default or
acceleration of an obligation.
• Any material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company.
• Any material commitments for capital expenditures, the general purpose of such commitments and the
expected sources of funds for such expenditures.
• Any known trends, events or uncertainties that have had or that are reasonably expected` to have a
material favorable or unfavorable impact on net sales/revenues/income from continuing operations.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 28


• Any significant elements of income or loss that did not arise from the issuer’s continuing operations.
• Any seasonal aspects that had a material effect on the financial condition or results of operations.

Statement of Income for the Year Ended December 31, 2017 vs December 31, 2016

Union Bank of the Philippines and its subsidiaries recorded Php8.4 billion in net income for the year ended
December 31, 2017, 16.4% lower than the prior year’s result of Php10.1 billion primarily due to one-off trading
gains recorded last year. Excluding the trading gains booked in 2016, the Bank’s core income was up by 30.4%
year-on-year (YoY) to Php8.2 billion from Php6.3 billion a year ago.

Total interest income was up by 17.5% to Php27.7 billion in 2017 from Php23.6 billion earned last year.
Higher average level of loans and receivables led to a 13.5% jump in interest income to Php20.7 billion. Interest
income on investment securities at amortized cost and FVOCI and trading securities at FVTPL also rose by
40.4% to Php6.7 billion on higher average volume levels and yields. These more than offset the lower interest
income on cash and cash equivalents, which declined by 54.6% to Php222.3 million on reduced average yields.
On one hand, interest income on interbank loans receivable went up by 15.3% to Php92.8 million on higher
average yields notwithstanding contraction in average volume.

Total interest expense increased by 31.7% to Php6.9 billion from Php5.3 billion last year, primarily on
account of the 38.5% hike in interest expense on deposit liabilities to Php5.9 billion resulting from higher deposit
level.

As a result of the foregoing, net interest income rose by 13.4% to Php20.8 billion compared to the
Php18.3 billion earned a year ago.

Impairment losses amounting to Php875.6 million was set aside for this year, 45.1% lower than the
Php1.6 billion set aside the preceding year, mainly driven by CitySavings’ implementation of its own loan loss
methodology which warranted lower reserve setup.

Total other income was at Php4.5 billion, down by 37.2% from Php7.2 billion in the previous year, mainly
attributed to one-off trading gains in 2016. Gain on sale of investment securities at amortized cost declined to
Php272.8 million in 2017 from Php4.0 billion a year ago. Miscellaneous income increased to Php2.8 billion, 37.0%
higher than last year’s Php2.1 billion on account of higher fair value of investment properties, bancassurance fees,
and income from trust fund investments.

Total other expenses increased by 15.0% to Php13.8 billion from the Php12.0 billion incurred a year ago.
Taxes and licenses amounted to Php2.1 billion, 45.7% higher YoY from higher gross receipt taxes attributed to
higher recurring income as well as increased documentary stamp taxes from growth of time deposits. Occupancy
was up by 7.1% to Php735.1 million on higher rent expenses. Depreciation and amortization declined by 11.4% to
Php634.9 million principally due to reduced depreciation of bank premises as well as amortization on leasehold
rights and improvements. Miscellaneous expenses climbed by 23.5% to Php5.0 billion on higher business-volume
related costs such as PDIC insurance, third party sales commission, and credit card fees.

Tax expense was at Php2.3 billion, an increase of 18.7% from the Php1.9 billion incurred last year in view
of higher final taxes and deferred taxes due to temporary differences.

Income attributable to non-controlling interests was at Php8.7 million, a 7.5% increase YoY mainly
coming from the share in income contribution of FAIRBank, which was acquired by the Bank in the 1 st quarter of
2017.

Statement of Comprehensive Income for the Year Ended December 31, 2017 vs December 31, 2016

The Bank posted a total comprehensive income of Php8.38 billion for the year-ended December 31, 2017,
13.5% lower than the Php9.7 billion registered a year earlier due to lower earnings performance. Accumulated losses
in remeasurements of defined benefit plan, net of tax, narrowed to Php35.8 million as a result of actuarial

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 29


adjustments. Total other comprehensive income attributable to non-controlling interests moved up by 7.2% to
Php8.5 million from Php8.0 million a year ago.

Statement of Condition as of December 31, 2017 vs December 31, 2016

The Bank’s total resources reached Php621.4 billion as of end-2017, 18.6% higher compared to the
Php523.8 billion as of end-2016.

Cash and other cash items went up by 10.2% to Php6.6 billion largely due to increased levels of cash in
vault. Due from Bangko Sentral ng Pilipinas (BSP) rose by 18.0% to Php66.3 billion from higher levels of deposit
liabilities, while due from other banks climbed by 28.5% to Php54.5 billion on higher working balances with
foreign correspondent banks. Interbank loans receivable shrunk to Php4.8 billion from Php24.4 billion as these
funds were deployed to higher yielding assets.

Trading and investment securities portfolio surged 39.5% to Php169.7 billion, predominantly due to the
build-up of financial assets at amortized cost, which grew by 41.3% to Php166.5 billion.

Driven by the double-digit growth across major customer loan segments, loans and other receivables–net
expanded by 19.5% to Php280.2 billion from Php234.5 billion booked in the prior year. As such, the Bank’s loan-
to-deposit ratio improved to 62.6%

Bank premises, furniture, fixtures and equipment increased by 6.9% to Php3.8 billion, driven by
investments in information technology infrastructure and branch network.

Total liabilities grew by 20.0% to Php548.1 billion as of end-December 2017 from last year’s Php456.8
billion. Total deposit liabilities similarly increased by 18.9% to Php447.6 billion. Low cost demand and savings
deposits went up by 5.2% and 17.1% to Php127.4 billion and Php57.7 billion, respectively. Time deposits, on the
other hand, increased by 27.8% to Php259.4 billion. Bills payable declined by 10.5% to Php43.1 billion on lower
short-term funding requirements, while notes and bonds payable surged by 4.5x to Php32.1 billion mainly
attributed to the USD500 million bond issuance completed by the Bank in November 2017 under its Medium Term
Note Programme.

Total capital funds rose by 9.6% YoY to Php73.3 billion, mainly driven by the 12.4% increase in retained
earnings to Php56.1 billion from Php49.9 billion. Surplus reserves, likewise, expanded by 13.0% on increased
appropriations for FUPI for the current period. Non-controlling interest posted a balance of Php53.3 million as of
December 31, 2017.

Key performance indicators of the Bank are as follows:

2017 2016

Return on Average Assets 1.5% 2.2%


Return on Average Equity 12.0% 16.1%
Cost-to-Income Ratio 54.3% 46.9%

Net Non-Performing Loan Ratio 1.3%1 0.6%2


Capital Adequacy Ratio 14.4% 15.7%

The manner by which the Bank calculates the above indicators is as follows:

Return on Average Assets: Net income divided by average total resources for the period indicated
Return on Average Equity: Net income divided by average total capital funds for the period indicated
Cost-to-Income Ratio: Total operating expenses divided by the sum of net interest income and other
income
Net Non-Performing Loan Ratio:1 (Total non-performing loans less specific loan loss reserves for NPL) divided by
(total loans inclusive of interbank loans receivables)

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 30


2
(Total non-performing loans less specific loan loss reserves) divided by (total
loans inclusive of interbank loans receivables)
Non-Performing Loan Cover: (Total allowance for loan losses) divided by (total non-performing loans) based
on audited figures
Capital Adequacy Ratio: Total qualifying capital divided by total risk-weighted assets (inclusive of credit,
market and operational risk charge)
*Based on audited figures

As to material event/s and uncertainties, the Bank has nothing to disclose on the following apart from those
already disclosed elsewhere or presented in the accompanying audited financial statements:
• Any known trends, demands, commitments, events or uncertainties that will have a material impact on
the issuer’s liquidity.
• Any events that will trigger direct or contingent financial obligation, including any default or
acceleration of an obligation.
• Any material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company.
• Any material commitments for capital expenditures, the general purpose of such commitments and the
expected sources of funds for such expenditures.
• Any known trends, events or uncertainties that have had or that are reasonably expected` to have a
material favorable or unfavorable impact on net sales/revenues/income from continuing operations.
• Any significant elements of income or loss that did not arise from the issuer’s continuing operations.
• Any seasonal aspects that had a material effect on the financial condition or results of operations.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 31


Item 7 - Financial Statements

The consolidated financial statements and schedules listed in the accompanying Index to Financial Statements and
Supplementary Schedules are filed as part of this Form 17-A. Said statements were audited by the accounting firm
of Sycip Gorres Velayo & Co. and signed by partner Ms. Janet A. Paraiso.

Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

In the Annual Meeting of May 25, 2018, the Stockholders of Union Bank of the Philippines decided not to re-
appoint Punongbayan & Araullo (P&A) as external auditor of the Bank. In the same meeting, Sycip Gorres Velayo
& Co. (SGV) was appointed as the new external auditors of UnionBank and Subsidiaries (the Group) for the year
ending December 31, 2018. The change in external auditor is due to the rotation of external auditor in compliance
with the corporate governance standards of UnionBank.

There were no disagreements with the Bank’s present external auditors, SGV, on accounting principles or practices,
financial statement disclosures or scope of audit or procedure for the current year ended December 31, 2018.

(A) Audit and Audit Related fees

For the regular and statutory audit for the year 2018, audit fees billed by SGV amounted to P9,548,000 exclusive of
VAT and out-of-pocket expenses.

For the regular and statutory audit for the year 2017, audit fees billed by P&A amounted to P10,958,000 exclusive
of VAT and out-of-pocket expenses.

Fees for other special audit, assurance and related services rendered by SGV for 2018 were as follows:

1. P9,542,218 for the issuance of comfort letter related to the Bank’s Stock Rights Offering and review of the
interim consolidated financial statements of the Group as of June 30, 2018 and for the six months ended
June 30, 2018 and 2017.

2. P2,392,159 for the issuance of comfort letter related to the offering of Two (2)-year Senior Fixed Rate
Bonds.

3. P1,250,000 (exclusive of VAT and out-of-pocket expenses) for short period audit of City Savings
Bank, Inc. (CSB)* as of June 30, 2018.

4. P1,830,000 (exclusive of VAT and out-of-pocket expenses) for short period audit of Philippine Resources
Savings Banking Corp.** as of June 30, 2018.

5. P1,557,920 for other agreed-upon procedures.

* UnionBank Subsidiary
** CSB Subsidiary

Fees for other special audit, assurance and related services rendered by P&A for 2018 amounted to P1,210,756,
representing payment for the review of the Offering Circular and issuance of comfort letter in connection with the
Bank’s issuance of Long-term Negotiable Certificates of Deposit (LTNCD).

Fees for other special audit, assurance and related services rendered by P&A for 2017 amounted to P4,209,085,
representing payment for the review of the unaudited interim consolidated financial statements of the Group as of
September 30, 2017 and for the six months ended September 30, 2017 and 2016, review of Offering Circular and
issuance of comfort letter in connection with the issuance of senior debt notes.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 32


(B) Tax Fees

No tax service fees were paid by the Bank to SGV and P&A for the years 2018 and 2017, respectively.

(C) All Other Fees

No other fees were paid by the Bank to SGV for 2018.

Other fees billed by P&A in 2017 in relation to review of accounts as of December 31, 2016 amounted to
P200,000.00.

The following practices were agreed to and adopted by and between Management and the external auditor:

1. Before the start of each year’s audit, the external auditor presents to the Audit Committee for approval its
proposed audit plan, describing the areas of focus for the audit, as well as any new accounting standards,
laws and new regulatory rules that need to be taken into account in the course of the audit. The audit
schedule is also presented.

2. The audit fees are agreed with the external auditor by Management.

3. When the audit is substantially completed and before the Bank’s Board meeting in January of the following
year, the external auditor presents an initial report of its audit to the Audit Committee. The complete set of
audited financial statements and accompanying notes are submitted to the Board for notation in its February
meeting.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 33


PART III – CONTROL AND COMPENSATION INFORMATION

Item 9 - Directors and Executive Officers of the Issuer

a) Directors and Nominees

The following are the names of the nominee Directors of the Bank who have been pre-screened and certified
qualified by the Corporate Governance Committee of the Board pursuant to SRC Rule No. 38, the BSP’s Manual of
Regulations for Banks, SEC Code of Corporate Governance and the Bank’s Revised Manual on Corporate
Governance, at the special meeting held on March 27, 2019 by the following Corporate Governance Committee
Members:

1. Chief Justice Reynato S. Puno (Ret.) - Chairman/ Independent Director


2. Justo A. Ortiz - Member
3. Erramon I. Aboitiz - Member
4. Nina D. Aguas - Member
5. Emmanuel F. Dooc - Member
6. Erwin M. Elechicon - Member/ Independent Director
7. Roberto G. Manabat - Member/ Independent Director
8. Carlos B. Raymond, Jr. - Member/ Independent Director
9. Francisco S.A. Sandejas - Member/ Independent Director

NOMINEES AGE CITIZENSHIP POSITION Period during which individual


has served as such
Justo A. Ortiz 61 Filipino Chairman January 1, 2018 to present

Chairman & CEO July 23, 1993 to December 31, 2017

Erramon I. Aboitiz 62 Filipino Director July 23, 1993 to present


October 11, 1988 to April 23, 1993
Sabin M. Aboitiz 54 Filipino Director May 24, 2013 to present
Luis Miguel O. Aboitiz 54 Filipino Director May 23, 2014 to present
Manuel R. Lozano 48 Filipino Director May 26, 2017 to present
Juan Alejandro A. 34 Filipino Director December 14, 2018 to present
Aboitiz
Aurora C. Ignacio 62 Filipino Director For election on May 24, 2019
Michael G. Regino 57 Filipino Director March 7, 2018 to present
Nina D. Aguas 66 Filipino Director January 4, 2016 to present
Edwin R. Bautista 58 Filipino President & CEO January 1, 2018 to present
President & COO
January 1, 2016 to December 31,
Director 2017

January 4, 2016 to present


INDEPENDENT DIRECTORS
Carlos B. Raymond, Jr. 78 Filipino Independent May 25, 2012 to present
Director
Reynato S. Puno 78 Filipino Independent January 1, 2013 to present
Director

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 34


Francisco S.A. 51 Filipino Independent May 23, 2014 to present
Sandejas Director
Erwin M. Elechichon 59 Filipino Independent May 25, 2018 to present
Director
Roberto G. Manabat 72 Filipino Independent May 25, 2018 to present
Director

UnionBank’s Independent Directors, namely, Messrs. Mr. Carlos B. Raymond, Jr., retired Supreme Court Chief
Justice Reynato S. Puno, Dr. Francisco S.A. Sandejas, Mr. Erwin M. Elechicon and Mr. Roberto G. Manabat
possess the qualifications and none of the disqualifications of an independent director. They have complied with all
the requirements of the Bangko Sentral ng Pilipinas (BSP), the Securities and Exchange Commission (SEC), and the
Bank’s Manual on Corporate Governance for their respective positions. They were nominated by the nominees to
the Board of Directors of Aboitiz Equity Ventures, Inc. (AEV) thru Mr. Erramon I. Aboitiz, The Insular Life
Assurance Company Ltd. (IL) thru Ms. Nina D. Aguas, and Social Security System (SSS) thru President and CEO,
Mr. Emmanuel F. Dooc. They are not related to the nominees. They are eligible for election as Independent
Directors at the forthcoming Annual Stockholders’ meeting on May 24, 2019.

BUSINESS EXPERIENCE:

The following is a brief description of the business experience of each of the directors/nominees of the
Bank:

Justo A. Ortiz, serves as Chairman of the Bank. He is currently the Chairman of Union Properties, Inc., Philippine
Payments Management, Inc., Blockchain Association of the Philippines, PETNET, Inc.; Director of City Savings
Bank, Inc., a subsidiary of the Bank; Board of Trustee of Insular Life Assurance Company, Ltd. and Philippine
Trade Foundation, Inc.; Board of Governor of the Management Association of the Philippines; Member of the
Makati Business Club, Rotary Club of Manila and World Presidents Organization. He was the Chief Executive
Officer of UnionBank from 1993 to 2017. Prior to his stint in UnionBank, he was Managing Partner for Global
Finance and Country Executive for Investment Banking at Citibank N.A. He graduated Magna Cum Laude with a
degree in Economics Honors Program from Ateneo de Manila University.

Member: Executive Committee, Risk Management Committee, Trust Committee, Market Risk Committee,
Operations Risk Management Committee, Corporate Governance Committee

Erramon I. Aboitiz, serves as Vice Chairman of the Bank. He is the Vice Chairman of City Savings Bank, Inc., a
subsidiary of the Bank. He also serves as President & Chief Executive Officer of Aboitiz Equity Ventures, Inc.* and
Aboitiz Power Corporation*, both publicly listed companies. Mr. Aboitiz is also the President & Chief Executive
Officer of Aboitiz and Company, Inc.; Chairman of the Board of Directors of the following companies: Aboitiz
Infracapital, AboitizLand, San Fernando Electric Light and Power Co., the SN Aboitiz Power Group, Pilmico Foods
Corporation, Therma Power, Inc., CRH Aboitiz, and Aboitiz Renewables, Inc. He is Vice Chairman of Republic
Cement and Building Materials, Inc. Lastly, he is Chairman of the Board of Trustees of Aboitiz Foundation, and is a
director of the Philippine Disaster Recovery Foundation.

Mr. Aboitiz was awarded the Management Association of the Philippines Management Man of the Year and Ernst &
Young's Entrepreneur of the Year both in 2011.

Mr. Aboitiz earned a Bachelor of Science degree in Business Administration, Major in Accounting and Finance,
from Gonzaga University, Spokane, Washington, U.S.A. He was also conferred an Honorary Doctorate Degree in
Management by the Asian Institute of Management. He is not connected with any government agency or
instrumentality.

Chairman: Executive Committee


Member: Risk Management Committee, Market Risk Committee, Corporate Governance Committee

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 35


Edwin R. Bautista, serves as Director and President & Chief Executive Officer of the Bank. He is the Chairman of
First Union Plans, Inc., a subsidiary of the Bank. He is also a Director of the following companies: Aboitiz Equity
Ventures, Inc.*, PETNET, Inc. and Union Properties, Inc. He was the President and Chief Operating Officer of the
Bank from January 1, 2016 to December 31, 2017. He also served as Senior Executive Vice President of the Bank
from 2011 to 2015. He acted as President of the International Exchange Bank in 2006 until its merger with
UnionBank. He was Senior Vice-President of UnionBank from 1997 to 2001 and Executive Vice President from
2001 to 2011. He previously worked as Senior Brand Manager at Procter and Gamble, Marketing and Sales Director
of the Philippines and Guam at American Express International and Vice President/Group Head of Transaction
Banking at Citibank.

Member: Executive Committee, Trust Committee, Technology Steering Committee

Sabin M. Aboitiz, serves as Director of the Bank. He is the President and Chief Executive Officer of Pilmico Foods
Corporation, Pilmico Animal Nutrition Corporation, and FilAgri Holdings, Inc. He is also the President of Aboitiz
InfraCapital, Inc., AEV Aviation, Inc., and AEV-CRH Holdings, Inc., wholly-owned subsidiaries of Aboitiz Equity
Ventures (AEV). He is also the Executive Vice President and Chief Operating Officer of Aboitiz Equity Ventures,
Inc.* Concurrently, he is the President of Philippine Flour Millers Association, Inc. (PAFMIL).

He sits as Director of Aboitiz Land, Inc., Republic Cement & Building Materials, Inc., Republic Cement Services,
Inc., CRH Aboitiz Holdings, Inc., AP Renewables, Inc., Apo Agua Infrastructura, Inc., Neptune Hydro, Inc., Petnet
Inc., Filagri Inc, Filagri Holdings, Inc., Pilmico Bioenergy, Inc., Pilmico International Pte Ltd, Pilmico Foods
Corporation, Pilmico VHF Joint Stock Company, Aboitiz InfraCapital, Inc., AEV Aviation, Inc., Aboitiz
Construction International Inc., Aboitiz Construction Inc., Metaphil, Inc., and AEV-CRH Holdings, Inc., and
Weather Philippines Foundation Inc. as Chairman of the Board of Trustees.

He spent much of his professional life with Aboitiz Transport, Inc. and his last position was as President and Chief
Executive Officer of one of its subsidiaries, Aboitiz One, Inc. (owner of the 2GO brand) which is now called 2GO
Group, Inc. He graduated from Gonzaga University in the USA with a B.S. Business Administration Degree
majoring in Finance.

Member: Executive Committee


Alternate Member: Risk Management Committee, Operations Risk Management Committee, Corporate Governance
Committee

Luis Miguel O. Aboitiz, serves as Director of the Bank. He is currently Chief Strategy Officer of Aboitiz Power
Corporation*. He also held various positions for several Aboitiz subsidiaries including Pilmico Animal Nutrition
Corporation, Aboitiz Foundation Inc.,Aboitiz Power Renewables, Inc., HEDCOR, Inc., SN Aboitiz Power Magat,
Inc., SN Aboitiz Power Benguet, Inc., Manila-Oslo Renewable Enterprise, Inc., and STEAG State Power Inc. Mr.
Aboitiz earned a BS Computer Engineering degree from Santa Clara University, California, USA and obtained his
Master’s Degree in Business Administration from University of California at Berkeley, California, USA.

Chairman: Technology Steering Committee


Member: Audit Committee, Operations Risk Management Committee
Alternate Member: Executive Committee, Market Risk Committee

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 36


Manuel R. Lozano, serves as Director of the Bank. He is currently the Senior Vice President and Chief Financial
Officer of Aboitiz Equity Ventures, Inc.*. He was the Chief Financial Officer of Aboitiz Power Corporation* from
January 2014 to May 2015. He was also the Chief Financial Officer of the Aboitiz Power Generation Group and AP
Renewables, Inc. from December 2008 to December 2013. Prior to joining the Aboitiz Group, Mr. Lozano was the
Chief Financial Officer and Director of PAXYS, Inc. and held various positions in financial institutions including
Jardine Fleming & CLSA.

Mr. Lozano graduated with a Bachelor of Science degree in Business Administration from the University of the
Philippines (Diliman) and holds an MBA degree from The Wharton School of the University of Pennsylvania.

Chairman: Trust Committee


Member: Executive Committee
Alternate Member: Risk Management Committee, Market Risk Committee

Juan Alejandro A. Aboitiz, serves as Director of the Bank. He holds the position of First Vice President for Energy
Trading and Sales of Aboitiz Power Corporation*. He is currently the Chairman and Chief Financial
Officer/Treasurer of Aboitiz Energy Solutions, Inc. and Adventergy, Inc. and Prism Energy, Inc.; Chairman of AP
Renewables, Inc. and Therma Luzon, Inc.; and Director of SN Aboitiz Power – Res, Inc. and Mazzaraty Energy
Corporation. He was an Assistant Vice President for Corporate Finance of Aboitiz Equity Ventures, Inc.* from
January 2016 to June 2017. He was also the Department Head for Billing and Collection of Visayan Electric
Company, Inc. from March 2012 to June 2013, and Regulatory Affairs Manager of APC from July 2013 to June
2014. He started his career with the Aboitiz Group as a Management Trainee for the Strategy and Corporate Finance
Department of AEV. Prior to joining the Aboitiz Group, he held various positions in SyCip Gorres Velayo & Co.
from 2008 to 2011.

Mr. Aboitiz graduated from Loyola Marymount University in Los Angeles, California, U.S.A. with a degree in
Bachelor of Science in Accounting and Masters of Business Administration from The Hong Kong University of
Science and Technology.

Nina Perpetua D. Aguas, serves as Director of the Bank. She also sits as Director of City Savings Bank, Inc. She is
currently the Executive Chairman of the Board of Trustees of The Insular Life Assurance Co., Ltd. She was the
President and Chief Executive Officer of Philippine Bank of Communications* from August 2012 to March 2015.
Prior to this, she was the Managing Director for Private Banking, Asia-Pacific at ANZ Banking Group Ltd.,
Singapore. She also held various positions with Citigroup Inc. - Managing Director for Corporate Center
Compliance, New York; Country Business Manager, Global Consumer Group, Philippines; Head of Sales &
Distribution, Global Consumer Group, Philippines; and Regional Audit Director, Citigroup, Asia-Pacific. She is
currently the Chairman of the Board of the following Insular Life Subsidiaries - Insular Health Care, Inc.; Insular
Investment Corporation, Home Credit Mutual Building & Loan Association, Inc.; Insular Foundation, Inc.; Insular
Life Management and Development Corporation (ILMADECO); and Insular Life Property Holdings, Inc. where she
also serves as President. She also sits as Director of Insurance Institute for Asia and the Pacific, Inc.; and as member
of the World Bank Group’s Advisory Council on Gender and Development.

Member: Executive Committee, Audit Committee, Market Risk Committee, Corporate Governance Committee

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 37


Aurora C. Ignacio, is nominated for election as Director of the Bank on May 24, 2019. She is presently the Officer-
in-Charge of the Social Security System and Commissioner of the Social Security Commission. She was the former
Assistant Secretary for Special Projects in the Office of the President and was designated as the Focal Person for
Anti-Illegal Drugs by virtue of Presidential Directive No. 5. As the Focal Person, she helped the Inter-Agency
Committee on Anti-Illegal Drugs in harmonizing all anti-illegal drug government programs. She also took on
multiple responsibilities pertinent to her designation, serving until recently, as a Guest Member of the Dangerous
Drugs Board (DDB). In addition, she was tasked to handle Special Projects for the office of the President, while at
the same time attends to her duties as a Principal Member of Task Force on the Establishment of Rehabilitation and
Treatment Center for Drug Users.

During her stint as Focal Person, Ms. Ignacio oversaw the active participation of the ICAD Member-Agencies in
Rehabinasyon, or the government’s all-encompassing campaign against illegal drugs. She has also initiated the
institution of Substance Abuse Helpline 155, where drugs dependents and their families can call for assistance with
complete confidentiality. This helpline has been active since September 2018. In addition, she was a council
member of the National Food Authority and helped steer the agency through its policies on food security. She also
held various positions in Bank of the Philippine Islands from 2000 to 2016.

Ms. Ignacio obtained her Bachelor of Science degree in Commerce, Banking and Finance from the Centro Escolar
University.

Michael G. Regino, serves as Director of the Bank. He is presently a Member of the Board of the Social Security
Commission (SSC) and since February 28, 2017, a Director of Philex Mining Corporation*. Preceding from his
appointment as Commissioner of the SSC on October 27, 2016, he engaged in multifarious activities which marked
the significant milestones in his career.

He served as the President and member of the Board of Directors of San Agustin Services, Inc., Agata Mining
Ventures, Inc. and Exploration Drilling Corp.; as the Senior Vice President and Chief Operating Officer of St.
Augustine Gold and Copper Ltd.; and as the Executive Director of TVI Resources Development Phils., Inc. He also
became one of the members of the Board of Directors of Nationwide Development Corporation and KingKing
Mining Corp., where he took charge of the Davao operations.

He also gained expertise in the field of real estate development and property management when he served as the
President of Golden Haven Memorial Parks, Inc., Camella Homes, and MGS Group of Companies. He also once
shared his competence in other industries such as Northern Foods, Corp., Kilusang Kabuhayan at Kaunlaran, and the
Ateneo de Zamboanga University, where he served as Finance and Treasury Manager, Chief Financial Specialist,
and Instructor in Economics, respectively.

Mr. Regino graduated Cum Laude and Salutatorian from the Ateneo de Zamboanga University in 1981, with a
degree of Bachelor of Science, Major in Economics. He later obtained his Masters in Business Administration in
1985 from the Ateneo de Manila University.

Member: Risk Management Committee, Audit Committee, Operations Risk Management Committee, Technology
Steering Committee
Alternate Member: Executive Committee, Market Risk Committee, Corporate Governance Committee

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 38


Carlos B. Raymond, Jr., serves as Independent Director of the Bank. He is also the Chairman of the Risk
Management Committee of the Bank and member of the Bank’s committees namely: Audit Committee, Market Risk
Committee, Operations Risk Management Committee, Corporate Governance Committee and Related Party
Transaction Committee. He is also a Director/Corporate Secretary of Manuel Teves, Inc., a Negros- based sugarcane
plantation, and Chairman of Pacific Healthcare Philippines, Inc. He is a member of the Board of Trustees of Payatas
Orione Foundation Inc. and Dualtech Training Center Foundation, Inc. He retired from Eli Lilly and Company in
2003. He graduated from the University of the Philippines with a degree of B.S. Business Administration.

Chairman: Risk Management Committee


Member: Audit Committee, Market Risk Committee, Operations Risk Management Committee, Corporate
Governance Committee, Related Party Transaction Committee

Reynato S. Puno, serves as Independent Director of the Bank. He was Chief Justice of the Supreme Court of the
Philippines from 2006 to 2010. He also serves as an Independent Director of San Miguel Corporation* and San
Miguel Brewery Hongkong, Ltd.; Commissioner, PT Delta DJakarta Tbk.; and Board Member of Manila Standard.
He also held various positions in the government, including Assistant Solicitor General in the Office of the Solicitor
General from 1971 to 1982; Associate Justice in the Intermediate Appellate Court from 1983 to 1984; Deputy
Minister in the Ministry of Justice from 1984 to 1986; Associate Justice of the Court of Appeals from 1986 to 1993;
and Associate Justice of the Supreme Court from 1993 to 2007.

Chairman: Corporate Governance Committee, Related Party Transaction Committee


Member: Audit Committee, Market Risk Committee

Dr. Francisco “Paco” S.A. Sandejas, serves as Independent Director of the Bank. He is Managing Founder at Narra
Ventures, a boutique early-stage investment group that has invested in over 35 high-technology companies, with
some notable companies being Inphi (NYSE: IPHI), SiRF (NASDAQ: QCOM), Amulaire, Quintic (NASDAQ:
NXPI), Calypto (NASDAQ: MENT) and Sandbridge. He is also the Founder and CEO of Xepto Digital Education, a
system developer and integrator of the most innovative platform for the delivery of Digital Education content and
tools for schools of the developing world. He co-founded and chairs Stratpoint Technologies, Inc. one of SouthEast
Asia’s leading software consulting firms for Digital Transformation. He is a Director of Quintic Corporation and
Colixo Incorporated, and a member of Board of Trustees of Phil. S & T Development Foundation. He also serves as
Independent Director of Sun Life of Canada (Philippines), Inc., Sun Life Financial Plans, Inc., Sun Life Asset
Management Company, Inc. and Grepalife Asset Management Corporation.

At Stanford where he completed his Ph.D. and M.S. in Electrical Engineering, he co-invented the Grating Light
Valve (GLV), one of Stanford’s top IP money-makers. He was the first summa cum laude of University of the
Philippines-Diliman’s Applied Physics program and was awarded Ten Outstanding Students of the Philippines. Paco
holds 5 international patents in nanotechnology and optoelectronics.

An active trustee of the Philippine Development Foundation and co-founder of the Brain Gain Network
(www.BGN.org), Paco advices various agencies of the Philippine Government, De La Salle University and the
University of the Philippines. He has worked at H&Q Asia Pacific, Applied Materials and Siliscape.

Chairman: Operations Risk Management Committee


Member: Risk Management Committee, Audit Committee, Market Risk Committee, Corporate Governance
Committee, Technology Steering Committee, Related Party Transaction Committee

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 39


Erwin M. Elechicon, serves as Independent Director of the Bank. He is presently the Chairman of the Board of
Directors of Silver Machine Digital Communications, Inc. He is also a member of the Board of Directors of Alliance
Select Foods International, Inc.* and a founding Partner of the T88C Company. He was a former member of the
Board of Directors of PETRONAS Dagangan Berhad (Malaysia) and U-BIX Philippines Corporation. He started his
career with The Procter & Gamble Company and stayed for over 26 years until 2005, when he was Vice President –
Fabric & Home Care, responsible for the ASEAN/ Australasia/ India Region. He then became the President of
Greenwich Pizza Company from 2006-2008 and Fresh N’ Famous Foods, Inc. (Chowking) from 2008-2010. He was
also the Head of International Business Development of Jollibee Foods Corporation from 2010-2011. In addition,
Mr. Elechicon is the Vice Chairman and member of the Board of Trustees of Ateneo de Iloilo, Inc. and the President
and member of the Board of Trustees of the P&Gers Fund, Inc.

He graduated with a degree in Economics, Cum Laude, from Ateneo de Manila University. He also attended courses
in Finance and Marketing at Columbia University and at Kellogg School of Management, respectively.

Chairman: Market Risk Committee


Member: Risk Management Committee, Operations Risk Management Committee, Corporate Governance
Committee, Technology Steering Committee

Roberto G. Manabat, serves as Independent Director of the Bank. He is a Certified Public Accountant. He is also a
member of the Board of Trustees of the Institute of Corporate Directors and an Adviser on Corporate Governance of
SM Investments Corporation*. As the first General Accountant of the Securities and Exchange Commission (SEC)
from 2003-2005, he set up the mechanism for effective financial reviews of the financial reports submitted by listed
and other public companies being regulated by the SEC. His past experience involves: Chairman and Chief
Executive Officer of KPMG R.G. Manabat & Co.; a member of the Global Council of KPMG International; a
member of the Asia-Pacific Board of KPMG International; Chairman of Auditing & Assurance Standards Council;
Consultant of the SEC; and Partner of SyCip Gorres Velayo & Co., among others. Mr. Manabat has more than 40
years of track record in the field of accountancy and has been a prominent advisor to many corporate and
government agencies on good governance principles and practices.

In 2018, he received The Outstanding Professional Award in the Field of Accountancy given by the Professional
Regulation Commission. And in 2019, he was honored by The Federation of Asian Institute of Management Alumni
Associations, Inc. (FAIM) with an AIM Alumni Achievement (Triple A) Award, the most prestigious recognition to
be given to AIM graduates.

Mr. Manabat graduated from the University of the East with a degree in Business Administration. He obtained his
Master in Business Management from Asian Institute of Management.

Chairman: Audit Committee


Member: Risk Management Committee, Market Risk Committee, Operations Risk Management Committee,
Corporate Governance Committee

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 40


b) Executive Officers

The Executive Officers of the Bank, and their respective age, citizenship and position as of March 31, 2019, are as
follows:

NAME AG CITIZENSHIP POSITION Period during which individual


E has served as such
Edwin R. Bautista 58 Filipino President and Chief January 1, 2018 to present
Executive Officer

President and Chief January 1, 2016 to December 31,


Operating Officer 2017

Senior Executive Vice November 1, 2011 to December


President – Transaction 31, 2015
Banking, Commercial
Banking and Channel
Management Centers

Executive Vice President


– Retail Banking Center April 27, 2001 to October 31,
2011
Henry Rhoel R. Aguda 50 Filipino Senior Executive Vice August 1, 2016 to present
President – Chief
Chief Technology and
Operations Officer and
Chief Transformation
Officer
Jose Emmanuel U. 55 Filipino Senior Executive Vice July 1, 2017 to present
Hilado President – Chief
Financial Officer and
Treasurer
Mary Joyce S. Gonzalez 60 Filipino Executive Vice President August 1, 2015 to present
– Retail Banking Center
Head

Senior Vice President June 1, 2010 to July 31, 2015

First Vice President May 24, 2002 to June 1, 2010


Angelo Dennis L. 55 Filipino Executive Vice President August 1, 2015 to present
Matutina - Channel Management
Center Head

Senior Vice President


May 1, 2009 to July 31, 2015
Dennis D. Omila 46 Filipino Executive Vice President August 1, 2018 to present
– Chief Information
Officer

Senior Vice President - November 16, 2016 to July 31,


Chief Information 2018
Officer
John Cary L. Ong 45 Filipino Executive Vice President August 1, 2018 to present
– Center Head,
Transaction Banking

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 41


Senior Vice President –
Center Head, Transaction January 10, 2016 to July 31, 2018
Banking
Manuel G. Santiago, Jr. 59 Filipino Executive Vice President October 3, 2018 to present
– Chief Mass Market and
Financial Inclusion
Executive

Executive Vice President August 1, 2017 to October 2,


– Center Head, 2018
Consumer Finance

Senior Vice- President –


Head, Consumer Finance December 14, 2007 to July 31,
Business 2017
Roberto F. Abastillas 58 Filipino Senior Vice President – January 1, 2018 to present
Center Head,
Commercial Banking

Senior Vice August 1, 2017 to December 31,


President - Deputy 2017
Center Head,
Commercial Banking

Senior Vice President August 28, 2006 to July 31, 2017


and Head – Commercial
Banking 1
Atty. Arlene Joan T. 50 Filipino Senior Vice President – December 1, 2018 to present
Agustin Head, Private Banking
Group

Senior Vice President – February 5, 2018 to November


Trust Officer 30, 2018
Francis B. Albalate 48 Filipino Senior Vice President – July 1, 2016 to present
Controller
Feliciano A. Angue* 63 Filipino Senior Vice President - August 1, 2015 to present
Chief Security Officer
and Head of Business
Services Group

First Vice President - June 28, 2013 to July 31, 2015


Chief Security Officer
and Head of Security
Management

Vice President - Chief August 1, 2011 to June 27, 2013


Security Officer
Paolo Eugenio J. Baltao 47 Filipino Senior Vice President – December 1, 2014 to present
EON Banking Head
Atty. Joselito V. Banaag 48 Filipino Senior Vice President - November 16, 2015 to present
General Counsel and
Corporate Secretary
Antonio Sebastian T. 46 Filipino Senior Vice President – August 1, 2018 to present
Corro Head, Cards Business
Ramon Vicente V. De 43 Filipino Senior Vice President – August 1, 2018 to present
Vera II Head, Fintech Business

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 42


Group

First Vice President – July 1, 2014 to July 31, 2018


Head, Corporate Product
Management

Vice President – May 28, 2010 to June 30, 2014


Business Development
Director
Ana Maria A. Delgado 38 Filipino Senior Vice President – August 1, 2018 to present
Center Head, Consumer
Finance and Chief User
Experience Officer

First Vice President –


Deputy Center Head of July 1, 2017 to July 31, 2018
Consumer Finance and
Chief User Experience
Officer

Vice President –
Business Head, Credit November 1, 2014 to June 30,
Card Business 2017

Assistant Vice President


– Sales and Marketing May 1, 2013 to October 31, 2014
Director for Cards

Assistant Vice President


– Group Head, SME June 15, 2011 to April 30, 2013
Banking
Ramon G. Duarte 54 Filipino Senior Vice President – June 23, 2006 to present
Head, Platform
Development Group
Antonino Agustin S. 55 Senior Vice President – August 1, 2018 to present
Fajardo Center Head, Corporate
Banking

First Vice President – January 1, 2018 to July 31, 2018


Deputy Center Head,
Corporate Banking
November 1, 2014 to December
First Vice President – 31, 2018
Head, Mortgage Finance
Business
May 1, 2013 to October 31, 2014
First Vice President –
Head, Consumer Finance
– Auto Finance Business
Center
Ronaldo Francisco B. 55 Filipino Senior Vice President - November 3, 2014 to present
Peralta Chief Risk Officer
Michaela Sophia E. 54 Filipino Senior Vice-President - June 1, 2014 to present
Rubio HR Director and
Corporate Social
Responsibility Director

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 43


First Vice President and June 1, 2012 to May 31, 2014
HR Director
Myrna E. 57 Filipino First Vice President - August 1, 2016 to present
Amahan Internal Auditor

Vice President - Internal June 23, 2006 to July 31, 2016


Auditor

Assistant Vice President - March 31, 2006 to June 23, 2006


Internal Auditor
February 9, 2001 to March 31,
Assistant Vice President – 2006
OIC, Internal Auditor
Joselynn B. Torres 60 Filipino First Vice President – December 1, 2018 to present
Chief Compliance and
Corporate Governance
Officer

Alan Jay C. Avila 45 Filipino Vice President – Trust December 1, 2018 to present
Officer

Vice President – Head, March 7, 2018 to November 30,


Business Development 2018
and Marketing
Atty. Buenaventura S. 49 Filipino Vice President - Deputy July 22, 2016 to present
Sanguyo, Jr. Head of Legal and
Assistant Corporate
Secretary

Vice President – Deputy October 12, 2015 to July 21, 2016


Head of Legal
* Retired from the Bank effective March 30, 2019

BUSINESS EXPERIENCE:

The following is a brief description of the business experience of each of the Executive Officers of the
Bank:

Edwin R. Bautista, serves as Director and President & Chief Executive Officer of the Bank. He is also the
Chairman of First Union Plans, Inc., a subsidiary of the Bank. He is also a Director of the following companies:
Aboitiz Equity Ventures, Inc.*, PETNET, Inc. and Union Properties, Inc. He was the President and Chief Operating
Officer of the Bank from January 1, 2016 to December 31, 2017. He also served as International Exchange Bank in
2006 until its merger with UnionBank. He was Senior Vice-President of UnionBank from 1997 to 2001 and
Executive Vice President from 2001 to 2011. He previously worked as Senior Brand Manager at Procter and
Gamble, Marketing and Sales Director of the Philippines and Guam at American Express International and Vice
President/Group Head of Transaction Banking at Citibank.
Member: Executive Committee, Trust Committee, Technology Steering Committee

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 44


Henry Rhoel R. Aguda, holds the position of Senior Executive Vice President, Chief Technology and Operations
Officer and Chief Transformation Officer of the Bank. He is also the Chairman of UBX Philippines, Inc., a
subsidiary of the Bank. He was a former Chief Information Officer of Globe Telecom, Inc*. He served as the Chief
Technology Officer and Senior Vice President for the IT Group of the Government System Insurance Services
(GSIS) and the Group Chief Information Technology Officer of Digitel Telecommunications Philippines. He was
also the Chief Operations Officer and Chief Financial Officer of Nextel Communications Philippines. In addition to
this, he has also worked with Fujitsu Philippines, Bayantel, and Computer Information Systems Inc. He was
awarded ASEAN CIO of the Year in 2010 in the Government Sector by the International Data Group. Mr. Aguda
obtained his degrees in Bachelor of Science in Mathematics and Juris Doctor in Law, both from the University of
the Philippines. He is the author of the book, Data Privacy & Cybercrime Prevention in the Philippine Digital Age.

Non-Voting Member: Technology and Steering Committee

Jose Emmanuel U. Hilado, holds the position of Senior Executive Vice President, Chief Financial Officer and
Treasurer of the Bank. He has more than 30 years of banking experience behind him and has held various positions
in Treasury, Trading, Investments, Correspondent Banking, Bank Operations, Human Resources, and Purchasing.
Prior to joining UnionBank, he was the Senior Executive Vice President and Chief Operating Officer of East West
Bank Corporation*. He was also the Treasurer of Rizal Commercial Banking Corporation* for 6 years and Chief
Trader at Banco De Oro Unibank* (“BDO”) for 4 years. He also held positions in International Business
Development of Far East Bank & Trust Company and in Treasury Trading of Equitable PCI Bank.

While at BDO, he was also the Treasurer of BDO Private Bank for 3 years. He is currently a member of various
industry-related associations such as the Bankers Association of the Philippines’ Open Market Committee, Financial
Executive Institute of the Philippines (FINEX), Money Market Association and ACI Philippines and the Philippine
Interpretations Committee (PIC) representing industry. He was President of ACI Philippines from 2002 to 2006, and
was its Director in 2004. ACI Philippines is a business organization for financial market professionals involved in
foreign exchange, fixed income, and derivatives markets.

He obtained his Bachelor of Science degree in Business Economics at the University of the Philippines, and his
MBA degree at Kellogg-Hong Kong University of Science and Technology. He is also a Certified Treasury
Professional from the BAP- Ateneo Graduate School.

Mary Joyce S. Gonzalez, holds the position of Executive Vice President and Center Head of Retail Banking of the
Bank. She is also the Chairman of First Union Insurance and Financial Agencies, Inc. She started her career in
Unionbank as Branch Manager of the Main Office Branch in 1994. After a few months, she was given an expanded
role as Sales Director of the Makati 1 Region. Her stint as Sales Director over the years saw major growth in the
deposit and fund generation business, and the development of a very capable sales management team. In recognition
of her contribution to the business, Joyce was promoted to Senior Vice President and was given an additional task to
develop and lead Customer Segment Management and bring greater customer centricity in UnionBank's pursuit in
delighting its customers, given her seasoned abilities, and exposure in the business of Retail Banking.

Angelo Dennis L. Matutina, holds the position of Executive Vice President and Center Head of Channel
Management of the Bank. He is also the Chief Operations Officer of City Savings Bank, Inc., a subsidiary of the
Bank. As Channel Management Head, he led several projects in six sigma and certification to the International
Organization for Standards relating to quality management and is responsible to the operations of all business
processes including branches, treasury & trust, loans & trade, cash management & card operations, call center,
shared services and business proces transformation. Prior to this assignment, he was head of Branch Operations
Management from 2011-2014, responsible for operations of all Unionbank branches; head of Business Network
Management from 2002-2011, responsible for various head office operating units handling cash management,
electronic banking, central processing services, admin & general services, accounting, reconcilement & financial
services, among others. He was hired in Unionbank on March 2002 as First Vice President; previously he was
Assistant Vice President in Citibank.

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 45


Dennis D. Omila, holds the position of Executive Vice President and Chief Information Officer of the Bank. He was
the former Senior Vice President of the Infrastructure Engineering and Service Operations cluster of Globe
Telecom, Inc.* from 2014 to 2016. He was also the President and COO of NetX Technology Solutions, Inc. from
2002 to 2007. His certifications include Certified Information Systems Security Professionals (CISSP), Certified
Check Point Security Instruction (CCSI), Certified Check Point Security Engineer (CCSE), Certified Check Point
Security Administrator (CCSA), Vulnerability Assessment Specialist, Threat Assessment Specialist, Certified Core
and Edge ATM Network Specialist (Fore Systems), Certified Networks Administrator (Nortel Networks), Certified
SINIX, IRIX, Solaris and BSD UNIX Administrator and Business Continuity Certified Planner (BCCP). Mr. Omila
is a graduate of De La Salle University with a degree in Bachelor of Science major in Computer Science with
specialization in Computer Technology (BSCS-CT).

John Cary L. Ong, holds the position of Executive Vice President and Center Head of Transaction Banking of the
Bank. He is also currently the Chairman of the Steering Committee of PESONet, the first Automated Clearing
House established under the National Retail Payments System framework of the Bangko Sentral ng Pilipinas. He has
over 20 years of experience in banking and banking-related institutions such as Citibank, Deutsche Bank and Misys
International Banking Systems where he held various positions in different areas – transaction banking, cash
management, trade finance, trust, asset management, fixed-income brokerage, treasury operations and treasury
systems. He was also an Assistant Instructor at Ateneo de Manila University teaching Managerial Accounting,
Business Statistics and Operations Management from 1995-1999.

Manuel G. Santiago, Jr., holds the position of Executive Vice President and Chief Mass Market and Financial
Inclusion Executive leading the banks efforts to serve the unbanked and underbanked markets. Prior to this he was
the Senior Vice President and Head of the Consumer Finance Center managing the Home Loans, Auto Loans,
Personal Loans and Credit Card businesses. He previously worked as Director of Operations in American Express
Bank in Indonesia and as Director of Operations in American Express International, Manila. He also held various
positions in Citibank N.A., Manila.

Roberto F. Abastillas, holds the position of Senior Vice President and Center Head of Commercial Banking of the
Bank. He was previously Senior Vice President and Head of the Account Management Center I at International
Exchange Bank. From 1987 to 1995, he was Vice President and Head of the Account Management Group for United
Coconut Planters Bank.

Atty. Arlene Joan Roxas Tanjuaquio-Agustin, holds the position of Senior Vice President and Head of Private
Banking Group of the Bank. Atty. Agustin brought with her more than two decades of experience and expertise in
Treasury and Trust. She started her career in banking in 1990 as a Trader in Asiatrust Bank, then moved to China
Banking Corp.* as an Assistant Manager for Treasury. In 1997, she transferred to Jade Progressive Savings and
Mortgage Bank where she became the Senior Assistant Vice President-Treasurer. After her two-year stint, she went
to join Robinsons Bank and became its First Vice President, Head of Treasury and concurrent Head of Legal &
Credit Administration. From 2007 to 2009, she worked for GE Money Bank where she was appointed as First Vice
President and Treasurer. When GE Money Bank was acquired by BDO Unibank, Inc.*, she was appointed as the
Customer Solutions Desk Head of the Treasury Capital Markets and Derivatives Division and at the same time
served as the First Vice President and Treasurer of BDO Elite Savings Bank until 2011. In the same year, she joined
Maybank Philippines, Inc. where she became the Senior Vice President, Treasurer and Head of Global Markets.

Atty. Agustin completed her bachelor’s degree in Political Science and Economics from the University of the
Philippines, Diliman. She earned her Juris Doctor Law degree at the Ateneo De Manila University and later took her
Master’s Degree in Business Administration at De La Salle University. She is a member of the Integrated Bar of the
Philippines.

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 46


Francis B. Albalate, holds the position of Senior Vice President and Financial Controller of the Bank. He is a
Certified Public Accountant. Prior to joining the Bank, he was an Audit Partner at Punongbayan & Araullo from
2003 to 2011. He was a former Financial Services Industry Audit Leader at Deloitte Philippines from 2011 to 2016.
He worked as Head of the Transaction Advisory Services from 2007 to 2009 and Audit Senior Manager from 1999
to 2003. He earned a Master’s degree in Business Management from the Asian Institute of Management. He
graduated with a degree in Bachelor of Science in Commerce, majoring in Accounting, from San Beda College. He
attended the Pacific Rim Bankers Program at the University of Washington in 2006.

Admiral Feliciano A. Angue, AFP (Ret.)**, holds the Corporate Rank of Senior Vice President and is the Head of
Business Services Group and concurrent Chief Security Officer of the Bank. He has over 37 years of dedicated,
professional and distinguished military service in the Armed Forces of the Philippines (AFP). Earned the reputation
of being an effective leader and efficient manager in various positions of major responsibility, ultimately rising to a
three-star General (Vice Admiral) Command Position in the AFP. He has since successfully transitioned into the
private sector, particularly the banking business for nearly eight years. From his entry point as Chief Security
Officer, he was gradually given additional duties and responsibilities which involved handling ten different Groups
and Divisions in the main structure of the Bank now known as the Business Services Group.

Paolo Eugenio J. Baltao, holds the position of Senior Vice President and Head of EON Banking Group of the
Bank. Prior to joining the Bank, he was the Head of M-Commerce/President of G-Xchange, Inc. (GXI), a wholly
owned subsidiary of Globe Telecom*, handling the mobile commerce business. He was also the Category Manager
of Rizal Commercial Banking Corporation* from June 2000 to December 2004; Electronic Products Officer of
Equitable PCI Bank from November 1996 to May 2000; and Associate Brand Manager of United Laboratories from
May 1992 to October 1994.

Atty. Joselito V. Banaag, holds the position of Senior Vice President, Corporate Secretary, and General Counsel of
the Bank. He was the former Head of the Legal and Compliance Division and Corporate Governance of GT Capital
Holdings, Inc.* from 2012 to 2015. He also previously worked at the Philippine Stock Exchange* (PSE) as the
General Counsel and concurrently, as Chief Legal Counsel of the Securities Clearing Corporation of the Philippines
(SCCP). He was also Officer-in-Charge of the Exchange’s Issuer Regulation Division. Prior to that, he held various
positions in SGV & Co., Cayetano Sebastian Ata Dado & Cruz Law Offices, PNOC Exploration Corporation, and
Padilla Jimenez Kintanar & Asuncion Law Offices.

He earned his Bachelor of Arts in Political Science minoring in Japanese Studies from the Ateneo de Manila
University and his Bachelor of Laws from the University of the Philippines.

Antonio Sebastian T. Corro, holds the position of Senior Vice President and Head of Cards Business of the Bank.
Prior to joining the Bank, he held various positions from 2001 to 2017 in MasterCard Asia/Pacific Pte. Limited such
as Country Manager in Thailand & Myanmar, leading the execution of business development strategies to expand
MasterCard products and services throughout Thailand and Myanmar; Country Manager and Chief Representative
in Indochina Region, guiding the member banks across the Indochina region Vietnam, Cambodia, Laos and
Myanmar, through the execution of franchise related activities, among others; and Vice President for Operations and
Member Relations in the Philippines. He also held various positions in Standard Chartered Bank from 1999-2001.
Mr. Corro earned his Admistracion de Recurcos Fisicos Y Financieros from Colegio Universitario Fermin Toro,
Venezuela.

Ramon Vicente V. De Vera II, holds the position of Senior Vice President and Head of Fintech Business Group of
the Bank. He joined the Bank in 2010 as Business Development Director and was tasked to fan the innovation
flames in the Bank. He also led Corporate Product Management which handles the bank’s core transaction banking
services. He is a founding member and Vice Chairman of the Blockchain Association of the Philippines whose
primary purpose is to educate, regulate and innovate on blockchain technology. He is also a co-founder and director
of Tech-Up Pilipinas – a movement that seeks to help small and medium enterprises, individuals, and large
corporates benefit from technological advancements in order to “tech-up” the Philippines and pave way for inclusive
prosperity; and founding member and board director of the Fintech Association of the Philippines which is part of
the ASEAN Fintech Association. He has an extensive 20-year work experience covering banking (Citibank),
telecommunications (Globel/Singtel), and broadcast/digital media (TV5/ABC), with roles spanning product
*Listed in the Philippine Stock Exchange
**Retired from the Bank effective March 30, 2019

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 47


management, sales, finance, strategic planning, and business development.

Ana Maria A. Delgado, holds the position of Senior Vice President, Center Head of Consumer Finance and Chief
User Experience Officer of the Bank. She is also a Director of Aboitiz Equity Ventures, Inc.* She is the Treasurer of
the Weather Philippines Foundation from 2016 to present. She started her career with the Bank as a Product
Manager under the Retail Banking Center. Prior to joining the Bank, she was an Assistant Vice President for
Product Management at Citibank, N.A. from 2006 to 2008. She graduated with a Bachelor of Arts in Art
History/Painting from Boston College and obtained her Master’s Degree in Business Administration from New
York University Stern School of Business in 2010.

Ramon G. Duarte, holds the position of Senior Vice President and Head of Platform Development Group of the
Bank. He was previously Chief Technology Officer of Dotenable, Inc. from 2000-2001; Head of Electronic
Banking Transaction Services at ABN AMRO Philippines from 1999 to 2000; and Assistant Vice President of
Product Management under Global Transaction Services at Citibank from 1996 to 1999.

Antonino Agustin S. Fajardo, holds the position of Senior Vice President and Center Head of Corporate Banking of
the Bank. He is also a Senior Credit Officer and has had broad experience in the corporate and consumer sectors of
the Bank in various leadership roles. He headed the Mortgage Business from 2013 to 2017, and in the early years of
the Bank from 1994 to 1998, also played key roles in the Specialized Lending Group, which was involved in general
project finance and the on-lending of official development funds to key accounts. Prior to joining the Bank, he was
Project Officer for the Private Development Corporation of the Philippines. He is a graduate of the University of the
Philippines with a Bachelor’s Degree in Business Management.

Ronaldo Francisco B. Peralta, holds the position of Senior Vice President and Chief Risk Officer of the Bank. He
started his banking career with Citibank, N.A. (Manila, Philippines) in 1985, holding various positions in
Correspondent Banking, Operations, Financial Control, Credit Risk and Relationship Management, with his last role
being the Chief of Staff of the Citi Country Head in 2007. In November 2007, he joined the Australia and New
Zealand Banking Group Limited, taking on different Risk roles such as Head of Wholesale Credit Decisioning
(Manila Hub), Head of Wholesale Portfolio Management (Manila Hub/ Hong Kong), Senior Manager-Lending
Services Asia (Hong Kong), Head of Early Alerts Team (Melbourne, Australia) and Risk Executive-Asia Pacific
Risk (Melbourne, Australia). He also worked as Vice President/Team Head in the Corporate Banking Group of the
Bank of the Philippine Islands, from June to October 2014.

Michaela Sophia E. Rubio, holds the position of Senior Vice President, HR and Corporate Social Responsibility
Director of the Bank. She joined the Bank in 2004 as Vice President and handled the Human Resource Services,
Training and Organization Development divisions. Subsequently, she became the Deputy HR Director. Prior to
joining the Bank, she was the Vice President and Country Human Resource, Quality and Corporate Communications
Head in the Philippines of the global electrical and power company, Asea Brown Boveri (ABB) from 1999 - 2001.
She worked from 2001 - 2003 as a Senior Consultant in OTi Consulting Singapore working with government owned
and private organizations on Singapore Quality Class/Award, People Developer, Industry Capability Upgrading
(ICAP) and Work Life and Work Redesign of which she was certified by SPRING Singapore. Before a career in
Human Resource, she worked for ten years in the semiconductor and electronics manufacturing industry handling
engineering and managerial functions in Statistical Process Control and Quality.

Myrna E. Amahan, holds the position of First Vice President and Internal Auditor of the Bank. She is a Certified
Public Accountant (CPA), Certified Internal Auditor (CIA), Certified Information Systems Auditor (CISA) and has
the designation of Certification in the Governance of Enterprise Information Technology (CGEIT). On top of
these certifications in the field of internal audit and information technology, Mrs. Amahan is a qualified internal
audit external validator, having undertaken the necessary training as well as passing the required
exams. As qualified external validator, Mrs. Amahan is certified to conduct quality assessment of internal audit units
as required under the International Standards for the Professional Practice of Internal Auditing.

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 48


She previously worked as supervising IS auditor at Equitable-PCI Bank from 1996 to 2000 and was Head of the
System Consultancy Services of the Commission on Audit from 1993 to 1996. Also, while with the Commission on
Audit, Mrs. Amahan was among the government auditors sent to various United Nations agencies to conduct
information systems audit. Mrs. Amahan graduated Magna Cum laude with the degree of Bachelor of Science in
Commerce Major in Accounting from the University of San Carlos. She obtained a Master’s Degree in Public
Management from the Development Academy of the Philippines in 1994.

Non-Voting Member: Related Party Transaction Committee

Joselynn B. Torres, holds the position of First Vice President and Chief Compliance and Corporate Governance
Officer of the Bank. With over thirty years of experience in the financial and compliance services industries,
working in the areas of business development and mergers and acquisitions, audit, compliance and quality
assurance, most of which were spent in the banking sector. She was the Business Development Head of City
Savings Bank, Inc. (a UnionBank subsidiary), heading the product development function and assisted in the
microfinance business acquisitions. As Senior Vice President, previously handled Business Development, in charge
of mergers & acquisitions, for Philippine Bank of Communications* (PBCOM); and Compliance and Audit
responsibilities for Citibank N.A. Philippines, responsible for the promotion of control and compliance awareness
among the employees of the organization.

Non-Voting Member: Related Party Transaction Committee

Alan Jay C. Avila, holds the position of Vice President and Trust Officer of the Bank. He was the Head of Business
Development and Marketing of the Bank from March 7, 2018 to November 30, 2018. He was previously the
Assistant Vice President and Front Office Management Head of Global Markets, Maybank Philippines, Inc. and also
served as its Trust Officer from September 2011 to March 2016. He started his career with Keppel IVI Investment,
Inc. as Senior Associate from August 1995 to June 2001. He later joined GE Money Bank and held positions such as
Senior Manager for Treasury Department and Acting Trust Officer from June 2001 to February 2010. He was also
Business Development Officer (Corporate Group) of Banco De Oro Unibank, Inc.* Trust Department from February
2010 to September 2011. Mr. Avila graduated from Ateneo De Manila University with a degree in A.B. Economics.

Member: Trust Committee

Atty. Buenaventura S. Sanguyo, Jr., holds the position of Vice President, Deputy Head of the Legal Division and
Assistant Corporate Secretary of the Bank. Prior to joining the Bank, he was the Assistant Vice President and
General Counsel of The Philippine Stock Exchange, Inc. from 2012 to 2015. He was previously a Partner at Castro
Sanguyo Margarejo and Rosas Law Office. He was also engaged as an Associate of Reyes Francisco & Associates
Law Office and Senior Tax Consultant at Isla Lipana & Co./ Pricewaterhouse Coopers. He graduated Cum Laude
from the University of Santo Tomas with a degree in Bachelor of Arts in Political Science and obtained his Law
degree from the University of the Philippines."

c) Significant employee

No person who is not an executive officer of the Bank is expected to make a significant contribution to the Bank.

d) Family Relationship among Directors

Messrs. Erramon I. Aboitiz and Sabin M. Aboitiz are siblings; thus, they are related within the 4 th degree of
consanguinity.

Other than the foregoing, there are no directors or officers related within the 4th degree either by consanguinity or
affinity.

*Listed in the Philippine Stock Exchange

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 49


e) Involvement in Certain Legal Proceedings

The Bank is not aware of any of the following events wherein any of its directors, nominees for election as director,
executive officers, underwriter or control person were involved during the past five (5) years:

➢ any bankruptcy petition filed by or against any business of which a director, person nominated to become a
director, executive officer, or control person of the Corporation was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time;

➢ any conviction by final judgment in a criminal proceeding or being subject to a pending criminal proceeding
of any director, person nominated to become a director, executive officer, or control person of the Bank;

➢ any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement
of any director, person nominated to become a director, executive officer, or control person of the
Corporation in any type of business or banking activities.

The Bank is a defendant/respondent in various legal actions, most of which are claims for damages arising in the
ordinary course of business. The results of these actions, however, will not have a material effect on the Bank’s
financial position.

Item 10 - Executive Compensation

Information as to the aggregate compensation paid or accrued during the last two calendar years and to be paid in
the ensuing calendar year to the Bank’s Chief Executive Officer and four other most highly compensated executive
officers are as follows:

Name Principal Position Year Aggregate Bonuses


Compensation
(net of bonuses)
Edwin R. Bautista President and Chief 2019 139,388,032.49* 34,847,008.12*
Executive Officer

Henry Rhoel R. Aguda Senior Executive Vice


President – Chief
Technology & Operations
Officer & Chief
Transformation Officer

Senior Executive Vice


Jose Emmanuel U. Hilado President – Chief Financial
Officer and Treasurer

Senior Vice President –


Marita E. Bueno** Data Science Group Head

Executive Vice President –


Retail Banking Center Head
Mary Joyce M. Gonzalez
Edwin R. Bautista President and Chief 2018 130,269,189.24 32,567,297.31
Executive Officer

Senior Executive Vice


Henry Rhoel R. Aguda President – Chief
Technology & Operations
Officer & Chief

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 50


Transformation Officer

Senior Executive Vice


Jose Emmanuel U. Hilado President – Chief Financial
Officer and Treasurer

Senior Vice President –


Marita E. Bueno Data Science Group Head

Executive Vice President –


Retail Banking Center Head
Mary Joyce M. Gonzalez

Justo A. Ortiz Chairman & Chief 2017 223,201,639.32 55,800,409.83


Executive Officer

Edwin R. Bautista President & Chief


Operating Officer

Eugene S. Acevedo Senior Executive Vice


President – Chief Mass
Market and Financial
Inclusion Executive

Henry Rhoel R. Aguda Senior Executive Vice


President – Chief
Technology & Operations
Officer & Chief
Transformation Officer

Senior Executive Vice


Jesus Roberto S. Reyes President – Treasurer &
Chief Financial Officer

All other officers & 2019 2,436,060,269.57* 609,015,067.39*


directors as a group 2018 2,270,452,483.20 567,613,120.80
unnamed 2017 2,019,107,027.28 504,776,756.82
*estimated amount; ** Resigned from the Bank effective February 23, 2019

The non-executive directors receive per diems of P120,000.00 for each attendance in meeting of the Board except
for the Chairman of the Board who receive P150,000.00, while the executive director who is the President and Chief
Executive Officer receive per diem of P1,500.00 for each attendance in Board meetings and P3,000.00 for each
committee meetings.

The Chairman of each committee is paid a per diem of P85,000.00 per meeting actually attended and a committee
member attending a committee meeting receives per diem of P60,000.00. Per diem and bonuses of some directors
who represent institutional shareholders are received for and on behalf of their institution.

The executive officers receive salaries, bonuses, and other standard bank benefits that are already included in the
amounts stated above. There is no contract covering their employment.

The UnionBank Employee Stock Plan (“ESP”) allows selected employees of the Bank stock ownership of shares to
align the interest of management and shareholders for the long-term success of the Bank. A total of five million
(5,000,000) common shares of the Bank shall be granted once per annum, over a 5-year period, to eligible
employees of the Bank with the rank of First Vice President and Up. The ESP shall also be issued in the form of
stock certificates and shall be kept under the Bank’s custody for a period of 3 years.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 51


As of March 31, 2019, a total of 460,049 common shares were subscribed by 47 eligible employees of the Bank
under the 1st tranche of the ESP.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Record and Beneficial Owners:

The following are known to the registrant to be directly or indirectly the record or beneficial owners of more than 5
percent of registrant’s voting securities (registrant has only one class of voting security, i.e. common shares) as of
March 31, 2019:
Name, address of Beneficial
Title of Name, address of Record Owner No. of Percent
Owner & Relationship with Citizenship
Class & Relationship with Issuer Shares Held of Class
Record Owner
Common Aboitiz Equity Ventures, Inc.** Aboitiz Equity Ventures, Inc.** Filipino 591,173,027 48.55%
NAC Tower, 32nd Street NAC Tower, 32nd Street
Bonifacio Global City Bonifacio Global City
Taguig City Taguig City
Principal Shareholders

Common The Insular Life Ass. Co., Ltd.** The Insular Life Ass. Co., Ltd.** Filipino 198,274,189 16.28%
IL Corporate Center IL Corporate Center
Insular Life Drive Insular Life Drive
Filinvest, Alabang, Muntinlupa Filinvest, Alabang, Muntinlupa
Principal Shareholders

Common PCD Nominee Corporation* PCD Nominee Corporation* Filipino 249,535,658 20.49%
37/F Tower I Enterprise Center 37/F Tower I Enterprise Center
6766 Ayala Avenue, Makati City 6766 Ayala Avenue, Makati City
Minority Shareholders

NOTE: Social Security System (SSS) is the only entityperson which holds more than 5% of the copany's outstanding
capital shares under the PCD Nominee Corporation with 82,388,919 shares (6.77%)

Common Social Security System** Social Security System** Filipino 115,132,534 9.46%
East Avenue, Diliman East Avenue, Diliman
Quezon City Quezon City
Principal Shareholders

**The respective proxies of these corporate shareholders are appointed by their respective Board of Directors and
the Company becomes aware of the identity of such proxies only when the corresponding proxy appointments are
received by the Company. Based on previous meetings, Mr. Erramon I. Aboitiz have been appointed proxy for the
Aboitiz Group, Ms. Mona Lisa B. Dela Cruz has been appointed proxy for The Insular Life Assurance, Co., Ltd.,
and Mr. Emmanuel F. Dooc has been appointed proxy for the SSS Group.
*The PCD, represented by its Associate Directors, Theresa Ravalo and Josephine F. dela Cruz, only holds legal
title, and not beneficial ownership over, the lodged shares.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 52


(b) Security Ownership of Management

The following are the number of shares comprising the Bank’s capital stock (all of which are voting shares) owned
of record by the directors, Chief Executive Officer, key officers of the Bank, and nominees for election as director as
of March 31, 2019:

Name of Beneficial Number of Shares, Citizenship Address % of Class


Owner Amount and Nature of
legal and beneficial
Ownership
Erramon I. Aboitiz 379,882 (r) Filipino NAC Tower, 32nd Street 0.03%
Bonifacio Global City Taguig
P3,798,820.00 City
Erramon I. Aboitiz 11,838,054 (b) Filipino NAC Tower, 32nd Street 0.97%
Bonifacio Global City Taguig
P118,380,540.00
City
Luis Miguel Aboitiz 6,418,106 (r) Filipino NAC Tower, 32nd Street 0.53%
P64,181,060.00 Bonifacio Global City Taguig
City
Francisco S.A. Sandejas 16 (r) Filipino c/o Union Bank of the 0.00%
P160.00 Philippines
Justo A. Ortiz 3,229,061 (r) Filipino c/o Union Bank of the 0.27%
P32,290,610.00 Philippines
Justo A. Ortiz 9,165 (b) Filipino c/o Union Bank of the 0.00%
P91,650.00 Philippines
Manuel R. Lozano 1,167 (b) Filipino NAC Tower, 32nd Street 0.00%
P11,670.00 Bonifacio Global City Taguig
City
Edwin R. Bautista 162,348 (r) Filipino c/o Union Bank of the 0.01%
P1,623,480.00 Philippines
Carlos B. Raymond Jr. 123 (r) Filipino c/o Union Bank of the 0.00%
P1,230.00 Philippines
Carlos B. Raymond Jr. 6,600 (b) Filipino c/o Union Bank of the 0.00%
Philippines
P66,000.00
Reynato S. Puno 107 (r) Filipino c/o Union Bank of the 0.00%
P1,070.00 Philippines
Emmanuel F. Dooc 1 (r) Filipino c/o SSS, Diliman, Quezon 0.00%
P10.00 City
Michael G. Regino 1 (r) Filipino c/o SSS, Diliman, Quezon 0.00%
P10.00 City
Sabin M. Aboitiz 200,658 (r) Filipino NAC Tower, 32nd Street 0.02%
Bonifacio Global City Taguig
P2,006,580.00 City
Sabin M. Aboitiz 176,487 (b) Filipino NAC Tower, 32nd Street 0.01%
P1,764,870.00 Bonifacio Global City Taguig
City
Nina Perpetua D. Aguas 1 (r) Filipino c/o IL Corp. Center, Insular 0.00%
P10.00 Life Drive, Filinvest, Alabang,
Muntinlupa City
Juan Alejandro A. 23,573 (r) Filipino NAC Tower, 32nd Street 0.00%
Aboitiz Bonifacio Global City Taguig
P235,730.00 City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 53


Erwin M. Elechicon 65 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P650.00
Roberto G. Manabat 65 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P650.00
Roberto F. Abastillas 412,753 (r) Filipino c/o Union Bank of the 0.03%
P4,127,530.00 Philippines
Roberto F. Abastillas 9,710 (b) Filipino c/o Union Bank of the 0.00%
P97,100.00 Philippines
Ramon G. Duarte 117,001 (r) Filipino c/o Union Bank of the 0.01%
P1,170,010.00 Philippines
Joyce S. Gonzalez 316,910 (r) Filipino c/o Union Bank of the 0.03%
P3,169,100.00 Philippines
Angelo Dennis L. 35,278 (r) Filipino c/o Union Bank of the 0.00%
Matutina P352,780.00 Philippines
Manuel De Guzman 37,722 (r) Filipino c/o Union Bank of the 0.00%
Santiago Jr. P377,220.00 Philippines
Michaela Sophia E. 35,737 (r) Filipino c/o Union Bank of the 0.00%
Rubio P357,370.00 Philippines
Antonio Agustin S. 200,277 (r) Filipino c/o Union Bank of the 0.02%
Fajardo P2,002,770.00 Philippines
Raquel P. Palang 22,670 (r) Filipino c/o Union Bank of the 0.00%
P226,700.00 Philippines

Raquel P. Palang 973 (b) Filipino c/o Union Bank of the 0.00%
P9,730.00 Philippines
Ramon Vicente V. De 33,586 (r) Filipino c/o Union Bank of the 0.00%
Vera II P335,860.00 Philippines
Ramon Vicente V. De 84 (b) Filipino c/o Union Bank of the 0.00%
Vera II P840.00 Philippines
Julie C. Go 265,969 (r) Filipino c/o Union Bank of the 0.02%
P2,659,690.00 Philippines
Catherine Anne B. 6,334 (r) Filipino c/o Union Bank of the 0.00%
Casas P63,340.00 Philippines
Ma. Cecilia Teresa S. 42,202 (r) Filipino c/o Union Bank of the 0.00%
Bernad P422,020.00 Philippines
Gerard D. Darvin 28,941 (r) Filipino c/o Union Bank of the 0.00%
P289,410.00 Philippines
Rebecca M. Dela Cruz 39,151 (r) Filipino c/o Union Bank of the 0.00%
P391,510.00 Philippines
Joy Valerie B. Gatdula 75,431 (r) Filipino c/o Union Bank of the 0.01%
P754,310.00 Philippines
Marie Aimee S. Tumao 539,019 (r) Filipino c/o Union Bank of the 0.04%
P5,390,190.00 Philippines
Derrick J. Nicdao 3,684 (r) Filipino c/o Union Bank of the 0.00%
P36,840.00 Philippines

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 54


Jo-Ann Fatima L. 144,368 (r) Filipino c/o Union Bank of the 0.01%
Tolentino P1,443,680.00 Philippines
Edzel S. Babas 29,311 (r) Filipino c/o Union Bank of the 0.00%
P293,110.00 Philippines
Myrna E. Amahan 540 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P5,400.00
Myrna E. Amahan 2,362 (b) Filipino c/o Union Bank of the 0.00%
P23,620.00 Philippines
Hannah Theresa S. 28,259 (r) Filipino c/o Union Bank of the 0.00%
Contreras P282,590.00 Philippines
Rachel Christine T. 10,318 (r) Filipino c/o Union Bank of the 0.00%
Geronimo P103,180.00 Philippines
Lalaine Ann L. Batac 140 (b) Filipino c/o Union Bank of the 0.00%
P1,400.00 Philippines
Stella Marie L. Layug 2,395 (b) Filipino c/o Union Bank of the 0.00%
P23,950.00 Philippines
Ma. Eloisa Jovita M. 5,656 (r) Filipino c/o Union Bank of the 0.00%
Mariano P56,560.00 Philippines
Enrique A. Santos 4,826 (r) Filipino c/o Union Bank of the 0.00%
P48,260.00 Philippines
Fides C. Tiongson 58,288 (r) Filipino c/o Union Bank of the 0.00%
P582,880.00 Philippines
Jose O. Maria Roxas 4 (b) Filipino c/o Union Bank of the 0.00%
P40.00 Philippines
Luis Alberto A. 3,739 (r) Filipino c/o Union Bank of the 0.00%
Castaneda P37,390.00 Philippines
Carlo I. Eñanosa 10,340 (r) Filipino c/o Union Bank of the 0.00%
P103,400.00 Philippines
Carlo I. Eñanosa 7,175 (b) Filipino c/o Union Bank of the 0.00%
P71,750.00 Philippines
Martina J. Tan 230 (r) Filipino c/o Union Bank of the 0.00%
P2,300.00 Philippines
Maria Cecilia P. Heredia 13,996 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P139,960.00
Alice R. Gutierrez 5,775 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P57,750.00
Jose Patricio F. Casas 1,402 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P14,020.00
Ma. Rowena S. 11,351 (r) Filipino c/o Union Bank of the 0.00%
Basconcillo Philippines
P113,510.00
Honeylee G. Regala 6,857 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P68,570.00
Margaret O. Chao 32,453 (r) Filipino c/o Union Bank of the 0.00%

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 55


Philippines
P324,530.00
Jonathan Z. Almeda 2,973 (r) Filipino c/o Union Bank of the 0.00%
P29,730.00 Philippines
Henry Rhoel R. Aguda 45,511 (r) Filipino c/o Union Bank of the 0.00%
P455,110.00 Philippines
Francis B. Albalate 4,139 (r) Filipino c/o Union Bank of the 0.00%
P41,390.00 Philippines
Feliciano A. Angue 4,092 (r) Filipino c/o Union Bank of the 0.00%
P40,920.00 Philippines
Paolo Eugenio J. Baltao 5,147 (r) Filipino c/o Union Bank of the 0.00%
P51,470.00 Philippines
Joselito V. Banaag 2,207 (r) Filipino c/o Union Bank of the 0.00%
P22,070.00 Philippines
Conrad Anthony 1,841 (r) Filipino c/o Union Bank of the 0.00%
Dominc L. Banal P18,410.00 Philippines
Joebart T. Dator 1,059 (r) Filipino c/o Union Bank of the 0.00%
P10,590.00 Philippines
Ana Maria A. Delgado 10,230 (r) Filipino c/o Union Bank of the 0.00%
P102,300.00 Philippines
Montano D. Dimapilis 953 (r) Filipino c/o Union Bank of the 0.00%
P9,530.00 Philippines
Eduardo V. Enriquez III 471 (r) Filipino c/o Union Bank of the 0.00%
P4,710.00 Philippines
Ma. Christina A. Escolar 2,618 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P26,180.00
Mary Antonette G. 690 (r) Filipino c/o Union Bank of the 0.00%
Evalle P6,900.00 Philippines
Enrique M. Gregorio 682 (r) Filipino c/o Union Bank of the 0.00%
P6,820.00 Philippines
Concepcion Perla P. 110 (r) Filipino c/o Union Bank of the 0.00%
Lontoc P1,100.00 Philippines
Angelbert D.G. 2,331 (r) Filipino c/o Union Bank of the 0.00%
Macatangay Philippines
P23,310.00
Michael P. Magbanua 471 (r) Filipino c/o Union Bank of the 0.00%
Philippines
P4,710.00
Leticia A. Moreno 1,491 (r) Filipino c/o Union Bank of the 0.00%
P1,490.00 Philippines
Dennis D. Omila 15,279 (r) Filipino c/o Union Bank of the 0.00%
P152,790.00 Philippines
John Cary L. Ong 15,279 (r) Filipino c/o Union Bank of the 0.00%
P152,790.00 Philippines
Ronaldo Francisco B. 5,147 (r) Filipino c/o Union Bank of the 0.00%
Peralta P51,470.00 Philippines
Ruby Gisela L. Perez 751 (r) Filipino c/o Union Bank of the 0.00%
P7,510.00 Philippines

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 56


Ronaldo Jose M. Puno 787 (r) Filipino c/o Union Bank of the 0.00%
P7,870.00 Philippines
Dinesh M. Sahijwani 742 (r) Filipino c/o Union Bank of the 0.00%
P7,420.00 Philippines
Quintin C. San Diego, 1,617 (r) Filipino c/o Union Bank of the 0.00%
Jr. P16,170.00 Philippines
Christine V. Siapno 457 (r) Filipino c/o Union Bank of the 0.00%
P4,570.00 Philippines
Rahni R. Svenningsen 365 (r) Filipino c/o Union Bank of the 0.00%
P3,650.00 Philippines
Jeanette Yvonne M. 1,103 (r) Filipino c/o Union Bank of the 0.00%
Zagala Philippines
P11,030.00

The aggregate number of shares owned of record by the Chief Executive Officer, key officers and directors as a
group as of March 31, 2019 is 25,314,478 shares equivalent P253,144,780.00 @ P10.00/share which is
approximately 2.08% of the Bank’s outstanding capital stock.
“r” represents record ownership
“b” represents beneficial ownership at par value of P10.00/share

There is no existing voting trust agreement involving shares of the Bank.

There was no change in control that occurred in the Bank since the beginning of the last fiscal year.

Item 12 - Certain relationship and Related Transactions

There were no transactions during the last two (2) years with any director, officers or any principal stockholders
(owning at least 10% of the total outstanding shares of the company) which were not in the ordinary course of
business. All related transactions, pursuant to the Bank’s Revised Manual on Corporate Governance, are all entered
into on arm’s length standard. These transactions shall only be made and entered into substantially on the same
terms and conditions as transactions with other individuals and businesses of comparable risks.

The Bank has no parent company as no stockholder owns more than 51% of the shares of the Bank.

Bank’s significant transactions with its related parties are enumerated in Note 31 on Related Party Transactions of
the Audited Financial Statements, pages 135-140.

UNDERTAKING TO PROVIDE COPIES OF THE ANNUAL REPORT AND


INTERIM FINANCIAL STATEMENTS

The Bank undertakes to provide without charge to any stockholder who makes a written request for a copy of the
Bank’s annual report on SEC Form 17-A. Requests may be sent to Ms. Lalaine L. Batac 18th Floor, UnionBank
Plaza, Meralco Avenue corner Onyx and Sapphire Streets, Ortigas Center, Pasig City.

The Bank likewise undertakes to provide without charge to any stockholder, during the Annual Stockholder’s
Meeting, a copy of SEC Form 17Q containing UnionBank’s Interim Financial Statements, Management Discussion
and Analysis of Financial Condition and Results of Operation.

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 57


PART IV - EXHIBITS

Item 13 - Exhibits and Reports on SEC Form 17C

a) Exhibits – Please refer to the Index to Exhibits on page 62.

The other exhibits, as indicated in the Exhibit Table of Securities Regulation Code Forms are either not applicable to
the Bank or require no answer.

b) Report on SEC Form 17C

The following reports on SEC Form 17-C (Current Reports) were filed during last six months of 2018 and 1st quarter
of 2019. (June 2018-March 2019)

Date of Report Event Reported


June 4, 2018 Hiring of Mr. Rolando Jose M. Puno, Head of Business Process Automation
and First Vice President, effective June 4, 2018
June 20, 2018 Approval of Bangko Sentral ng Pilipinas of the acquisition of 100% common
shares in Philippine Resource Savings Bank, Inc. by City Savings Bank, Inc.,
a subsidiary of UnionBank
June 29, 2018 Appointment of Senior Executive Vice President Henry Rhoel R. Aguda as
non-voting member of Technology and Steering Committee
July 3, 2018 Hiring of Ms. Emelissa D. Abenir, Marketing Head and Assistant Vice
President, effective July 3, 2018
July 5, 2018 Resignation of Mr. Jad Timothy P. Diosana, Cards Program Manager and
Assistant Vice President, effective July 7, 2018
July 12, 2018 Resignation of Ms. Ma. Schelma Candice T. Villadolid, Talent, Succession
and Performance Management Head and Assistant Vice President effective
July 15, 2018
July 23, 2018 Hiring of Senior Officers effective July 23, 2018: a) Ms. Rahni R.
Svenningsen, Retail Risk Head and First Vice President; and b) Ms. Grace
M. Yu, Retail Sales Head and First Vice President
July 27, 2018 Amendment on the disclosure made on July 23, 2018 re: Correct rank of Ms.
Grace M. Yu from First Vice President to Vice President, as disclosed on
July 23, 2018
July 27, 2018 Approval of the Board of Directors on July 27, 2018 on the promotion of
Executive Officers of the Bank effective August 1, 2018
July 27, 2018 Consolidated Balance Sheet and Income Statement as of June 30, 2018
July 31, 2018 Change in Corporate Details of UnionBank
August 1, 2018 Hiring of Senior Officers effective August 1, 2018 a) Mr. Antonio Sebastian
T. Corro, Head of Cards Business and Senior Vice President; b) Ms. Jane C.
Vergara, SAP Compliance Head and Vice President; and c) Ms. Maria
Cristina Decena-Acta, Senior Relationship Manager and Assistant Vice
President
August 7, 2018 BSP Form 2-B re: Published Balance Sheet (Head Office and Branches &
Bank and Financial Subsidiaries) as of June 30, 2018
August 9, 2018 Hiring of Mr. Jose Paolo G. Rufo, Chief Information Security Officer and
Vice President, effective August 9, 2018
August 10, 2018 Approval of the Philippine Stock Exchange of the Bank’s Stock Rights
Offering
August 16, 2018 Hiring of Atty. Nathaniel J. Marasigan, Fintech Lawyer and Assistant Vice
President, effective August 16, 2018
August 28, 2018 Disclosure of the Offer Price and timetable for the Bank’s Stock Rights
Offering
August 28, 2018 Reply to Exchange's Query dated August 28, 2018 re: Computation on the

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 58


adjusted price and adjusted number of outstanding shares based on market
data as of the end of trading period, August 28, 2018
September 5, 2018 Approval of the Board of Directors on the issuance of a Bond and/or
Commercial Paper in multiple tranches of up to Php20 Billion
September 17, 2018 Hiring of Senior Officers effective September 17, 2018: a) Mr. Lawrence Y.
Ferrer, Head of Consumer Payments Business and First Vice President; and
b) Ms. Mylene S. Sanchez, Relationship Manager and Vice President
September 19, 2018 Resignation of Mr. Alfonso B. Badillo, Jr., Card Systems Support Head and
Assistant Vice President, effective September 19, 2018
September 21, 2018 Amendment on the disclosure made on September 17, 2018 re: Effective
Date of Hiring of Mr. Lawrence Y. Ferrer, Head of Consumer Payments
Business and First Vice President, from September 17, 2018 to October 1,
2018
September 24, 2018 Result of the Bank’s Stock Rights Offering
September 26, 2018 Resignation of Mr. Frederick E. Claudio, Corporate Banking Center Head
and Executive Vice President, effective September 30, 2018
September 28, 2018 Press Release re: UnionBank concludes Php10 Billion Stok Rights Offering
October 1, 2018 Hiring of Senior Officers effective October 1, 2018: a) Ms. Jennifer Q.
Rayala, Senior Relationship Manager and Assistant Vice President; and b)
Ms. Maria Francesca R. Montes, Data Privacy Officer and Assistant Vice
President
October 3, 2018 Resignation of Mr. Eugene S. Acevedo, Chief Mass Market Inclusion
Executive and Senior Executive Vice President, effective November 6, 2018
October 5, 2018 Clarification of News Article published in The Philippine Daily Inquirer on
October 5, 2018
October 25, 2018 Hiring of Mr. Gallardo Jesus A. Lopez II, Business Development Manager
and Assistant Vice President, effective October 25, 2018
October 26, 2018 Press Release re: UnionBank Net Income at Php6.1 Billion for 9M2018
October 26, 2018 Hiring of Ms. Myla Angela A. Santos, Relationship Manager and Vice
President, effective October 29, 2018
October 26, 2018 Consolidated Key Financial Information as of September 30, 2018
October 30, 2018 BSP Form 2B re: Published Balance Sheet (Head Office and Branches &
Bank and Financial Subsidiaries) as of September 30, 2018
October 31, 2018 Retirement of Mr. Melanio S. Ma, Commercial Banking 4 Head and
Assistant Vice President, effective November 1, 2018
November 19, 2018 Hiring of Mr. Dave Marco D. Sesbreno as Head of Data Integration and
Delivery and Assistant Vice President, effective November 19, 2018
November 20, 2019 Notice of Loss of Union Bank Stock Certificate dated November 9, 2018
November 23, 2018 Press Release re: UnionBank Maiden Peso Bond Issue More than 2x
Oversubscribed at Php10.5 Billion
November 27, 2018 Hiring of Ms. Ma. Vanessa S. Sta. Ana, Platform Product Manager and
Assistant Vice President, effective November 27, 2018
November 29, 2018 Press Release re: UnionBank increases bond issue size to Php11.0 Billion
November 29, 2018 Approval of the Board of Directors on November 29, 2019 on the following
matters, effective December 1, 2018:
i) Appointment of Senior Officers a) Atty. Arlene Joan R. Tanjuaquio-
Agustin, SVP, as Head of Private Banking; b) Mr. Alan Jay C. Avila, VP, as
Trust Officer; and c) Atty. Mary Joyce M. Sasan, Vice President, Fintech
Business Group;
ii) Hiring of Ms. Joselynn B. Torres as Chief Compliance and Corporate
Governance Officer and First Vice President
December 3, 2018 Demise of Director Jon Ramon M. Aboitiz
December 10, 2018 Hiring of Senior Officers effective December 10, 2018: a) Mr. Albert Don N.
Gozar, Head of Learning and Development and Assistant Vice President; and
b) Mr. Rommel T. Macapagal, Head of Debit and Prepaid Cards and

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 59


Assistant Vice President
December 14, 2018 Approval of the Board of Directors on December 14, 2018 on the following:
a) Election of Mr. Juan Alejandro A. Aboitiz as Director;
b) Appointment of Directors and Senior Officers to various Board
Committees effective immediately
December 17, 2018 PSE Form 4-2 – Acquisition/ Disposition of Shares of Another Corporation
re: Closing of the Acquisition of 51% of the issued and outstanding shares of
PETNET, Inc. collectively by City Savings Bank, Inc. and Union Properties,
Inc.
December 19, 2018 Hiring of Senior Officers effective December 19, 2018: a) Ms. Ma. Theresa
S. Daguiso, Head of Operations Risk Management and First Vice President;
and b) Mr. Amancio G. Abner, Jr., Head of Information Asset Management
and Assistant Vice President
December 27, 2018 Resignation of Ms. Catherine M. Cheung, Sales Director-Metro Cebu and
Team Head for Visayas and First Vice President, effective January 1, 2019
December 27, 2018 PSE Disclosure Form 4-2 – Acquisition/ Disposition of Shares of Another
Corporation re: Approval by the Bangko Sentral ng Pilipinas of the merger
between City Savings Bank, Inc. and Philippine Resources Banking
Corporation
January 2, 2019 Hiring of Senior Officers effective January 2, 2019: a) Mr. Ricardo Jose V.
Ronquillo, Senior Product Manager and Assistant Vice President; and b) Ms.
Corazon T. Alcantara, Senior Compliance Officer and Assistant Vice
President
January 25, 2019 Press Release re: UnionBank Net Income at Php7.3 Billion
January 25, 2019 Approval of the Board of Directors on January 25, 2019 re: Declaration of
cash dividend and fixing of record and payment dates
January 25, 2019 Consolidated Key Financial Information as of December 31, 2018
February 19, 2019 BSP Form 2-B re: Published Balance Sheet (Head Office and Branches &
Bank and Financial Subsidiaries) as of December 31, 2018
February 22, 2019 Approval of the Board of Directors on February 22, 2019 on the following: a)
Issuance of Php30 Billion corporate bonds and/or commercial papers; b)
Extension of services of UnionBank President & CEO, Edwin R. Bautista,
until December 31, 2022.
February 22, 2019 Resignation of Ms. Marita E. Bueno, Head of Data Science Group and Senior
Vice President, effective February 23, 2019
February 22, 2019 Approval of the Board of Directors on February 22, 2019 re: Audited
Financial Statements and the corresponding Notes to Financial Statements as
of and for the year ended December 31, 2018
February 27, 2019 Resignation of Ms. Laarni V. Ona, Talent Management Head and Vice
President, effective March 1, 2019
March 1, 2019 Approval of the Board of Directors of The Philippine Stock Exchange, Inc.
of the Bank's application for listing of additional 5,000,000 common shares
to cover the Bank's Employee Stock Plan
March 4, 2019 PSE Disclosure Form 4-23 – Mergers and Consolidations re: Approval of the
Securities and Exchange Commission of the merger between Philippine
Resources Banking Corporation and City Savings Bank, Inc., a wholly-
owned subsidiary of UnionBank
March 8, 2019 Change in the number of issued and outstanding shares, pursuant to the
Bank's Employee Stock Plan, issuance of additional 460,049 common shares
to eligible officers
March 11, 2019 Clarification of the news article posted in inquirer.net on March 11, 2019
March 18, 2019 Hiring of Mr. John Richard M. Santos, Head of Communities and Linkages
and Assistant Vice President, effective March 18, 2019
March 29, 2019 Clarification of the news article posted in BusinessWorld (Online Edition) on
March 29, 2019

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 60


March 29, 2019 Retirement of Admiral Feliciano A. Angue, AFP (Ret.), Senior Vice
President, Chief Security Officer and Head of Business Services Group,
effective March 30, 2019
March 29, 2019 Approval of the Board of Directors on March 29, 2019 on the following:
a) Acceptance of resignation of Mr. Emmanuel F. Dooc as Director of the
Bank and as regular member and alternate member of various Board
Committees, effective April 4, 2019; and b) Hiring of Admiral Rafael G.
Mariano, AFP (Ret.) as Senior Vice President, Chief Security Officer and
Head of Business Services Group, effective April 1, 2019
March 29, 2019 Approval of the Board of Directors on March 29, 2019 of the amendment of
certain sections of Article V of the By-Laws
March 29, 2019 Approval of the Board of Directors for the fixing of record date for
stockholders entitled to notice of meeting and to vote at the Annual
Stockholders’ Meeting on May 24, 2019

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 61


Index to Exhibits
Form 17A Item 14

Subsidiaries of the Registrant

Additional Exhibits

Annex 1 - List of ATM Terminal as of December 31, 2018

Annex 2 - List of Bank Owned Branches as of December 31, 2018

Annex 3 - List of Leased Branches as of December 31, 2018

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 63


Subsidiaries of the Registrant

UnionBank of the Philippines subsidiaries and affiliates include:

Percentage Ownership

Subsidiaries:

City Savings Bank, Inc. (CSB) 99.78%

Philippine Resources Savings Banking Corp. 100.00%


(PR Savings Bank)

PetNet, Inc. (PETNET) 51.00%

First-Agro Industrial Rural Bank, Inc. 87.53%


(FAIR Bank)

Union Properties, Inc. (“UPI”) 100.00%


and subsidiaries:

First Union Direct Corporation (“FUDC”) 100.00%


First Union Plans, Inc (“FUPI”) 100.00%
First Union Insurance and Financial 100.00%
Agencies, Inc. (FUIFAI)

Union Bank Currency Brokers Corp (“UCBC”) 100.00%

Union Data Corporation (“UDC”) 100.00%

UBP Securities, Inc. (“UBPSI”) 100.00%

UBP – Insurance Brokers, Inc. (“UBPIBI”) 100.00%

Interventure Capital Corporation 60.00%

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 64


Annex 1
UNION BANK OF THE PHILIPPINES
LIST OF ATM TERMINALS
As of December 31, 2018

Unionbank of the Philippines

Branch Name Address


1 Alabang Country Club Alabang Country Club, Acacia Dr. Muntinlupa
2 Alabang Town Center Makati Supermart, Alabang Town Center Muntinlupa
3 Baesa Dra. C.Pascual Bldg., 142 Quirino Hwy. Quezon City
4 Dr Santos Llanas MTF Bldg., Kabesang Segundo, San Isidro Paranaque
5 Greenbelt Twin Cities Condominium, 110 Legaspi St. Makati
6 Julia Vargas Centerpoint Condominium, Dona J.V. Ave. Pasig
7 Munoz Munoz Market, EDSA Quezon City
8 Richville Richville Corp. Tower, Alabang-Zapote Rd Muntinlupa
9 Shaw Pasig Chipeco Bldg., Shaw Blvd. Pasig
10 Valero G/F Le Grand Condominium, 130 Valero St. Makati
11 World Center1 World Ctr. Bldg. Sen. Gil J. Puyat Ave. Makati
12 Acropolis Bridgeview Bldg., E. Rod. Jr. Ave. Quezon City
13 Alimall 2/F Financial Ctr. Araneta Center, Cubao Quezon City
14 E. Rodriguez Megacenter Bldg., E. Rodriguez Ave. Quezon City
15 Kalookan 357 Rizal Ave. Ext. Grace Park Kalookan
16 Medical City Medical City Hospital, MATI Bldg. B1 Pasig
17 Muntinlupa 12 Jason's Bldg., National Road Putatan Muntinlupa
18 Pandacan 1763 Paz M. Guazon St., Paco Manila
19 Paranaque Quirino Ave., La Huerta Paranaque
20 Pasay 2528 ERL Building, Taft Ave. Pasay
21 Sucat Jaka JAKA Plaza, Dr. A. Santos Ave. Paranaque
22 Timog Cabrera Building II. 64 Timog Ave Quezon City
23 Vito Cruz G/F Kingswood Arcade Vito Cruz Ext. Makati
24 SSS Ayala2 SSS Bldg., Ayala Avenue Makati
25 Salcedo Golden Rock Bldg., Salcedo St. Makati
26 World Center2 World Ctr. Bldg. Sen. Gil J. Puyat Ave. Makati
27 Annapolis Promenade Missouri, Greenhills San Juan
28 Dela Costa Global Enterprise Bldg. HV dela Costa Makati
29 Perea Greenbelt Mansion Bldg. Perea St. Makati
30 Sss Ayala1 SSS Bldg., Ayala Avenue Makati
31 Ark1 G/F, Insular Life Bldg., 6781 Ayala Ave. Makati
32 Ark2 G/F, Insular Life Bldg., 6781 Ayala Ave. Makati
33 Ark VTM G/F, Insular Life Bldg., 6781 Ayala Ave. Makati
34 Ark CRM G/F, Insular Life Bldg., 6781 Ayala Ave. Makati
35 Ark CQM G/F, Insular Life Bldg., 6781 Ayala Ave. Makati
36 T. Alonzo 625 T. Alonzo St., Sta Cruz Manila
37 Aurora Aurora Blvd. Brgy. Mariana, New Manila Quezon City
38 Ayala Avenue2 Don Vicente Madrigal Bldg. Ayala Ave. Makati
39 Ayala Rufino Rufino Bldg. Ayala Ave. cor. Herrera St. Makati
40 Sto. Domingo G/F, Elements, 560 Quezon Ave. Quezon City
41 BF Homes 55 President Avenue, BF Homes Paranaque

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 65


42 Bicutan 28 Dona Soledad Ave., Better Living Paranaque
43 Boni Avenue Boni Avenue cor. Ligaya St. Mandaluyong
44 Commonwealth Ave Diliman Commercial Center, Diliman Quezon City
45 Cubao 7th Avenue cor P. Tuazon, Cubao Quezon City
46 Dasma. Binondo Cu-Unjieng Bldg.Q. Paredes St. Manila
47 Del Monte G/F Del Monte Avenue cor. Banawe Street Quezon City
48 Edsa Kalookan 512 EDSA corner Urbano Plata St. Kalookan
49 Intramuros G/F BF Condo Bldg. A. Soriano Sr. Ave. Manila
50 JP Rizal 731 J.P. Rizal St. Makati
51 Kamias Gr. Floor, TDS Bldg., No. 72 Kamias Rd. Quezon City
52 Katipunan Agcor Bldg., Brgy. Loyola Heights Quezon City
53 Las Pinas Pamplona Alabang Zapote Rd. cor. Crispina Ave. Las Pinas
54 Makati Avenue 7824 Durban St. corner Makati Ave. Makati
55 Malabon Gov. Pascual Avenue cor. River St. Malabon
56 Malate Marioco Bldg. M. Adriatico St. Malate Manila
57 Ortigas 21 San Miguel Ave., Ortigas Center Pasig
58 Pasay Road Gemland Commercial Bldg, Sn Lorenzo Vill Makati
59 Pasong Tamo Jtkc G/F, JTKC Center 2155 Pasong Tamo St. Makati
60 Rada Prince Bldg., 117 Rada St, Legaspi Vill. Makati
61 Roosevelt Roosevelt Ave., San Francusco del Monte Quezon City
62 Shaw Mandaluyong PICPA Bldg., 700 Shaw Blvd. Mandaluyong
63 Soler Topsco Bldg. 1148 Soler Street Binondo Manila
64 South Triangle Quezon Ave. cor. Sct. Albano St. Quezon City
65 Taft Avenue Kassel Condominium, Taft Ave., Malate Manila
66 Tektite G/F PSE Center, Ortigas Complex Pasig
67 Tomas Morato Tomas Morato cor. Sct. Lozano Quezon City
68 Plaza1 UBP Plaza Meralco Ave., Ortigas Center Pasig
69 Plaza2 UBP Plaza Meralco Ave., Ortigas Center Pasig
70 UN Avenue M.H. Del Pilar & M. Guerrero St., Ermita Manila
71 Valenzuela KM 12 McArthur Hi-way, Marulas Valenzuela
72 Valero Antel Antel Platinum Tower, Salcedo Village Makati
73 West Avenue 27-A West Avenue Quezon City
74 West Service Road Rodeo Bldg. WSR. South Luzon Expressway Paranaque
75 West Avenue Baler 91-A Barangay Bungad, West Avenue Quezon City
76 Araneta Avenue Del Monte Building, 341 G. Araneta Ave. Quezon City
77 Escolta G/F Regina Building, Escolta Manila
78 Marikina WRC2 Bldg. Gil Fernando Ave., Midtown SB Marikina
79 Navotas 807-817 M.Naval St. Navotas
80 Novaliches Gulod 854 Quirino Highway, Gulod, Novaliches Quezon City
81 Malinta Mirjan Bldg. Maysan Rd., Paso de Blas Valenzuela
82 Ayala Alabang Nol Bldg. Commerce Ave., Madrigal B.Park Muntinlupa
83 Ayala Avenue G/F, Don Vicente Madrigal Bldg. Makati
84 Congressional Extension Congressional Ave. Exit Mindanao Avenue Quezon City
85 Emerald Avenue1 G/F Wynsum Corp. Plaza, Ortigas Center Pasig
86 Greenhills Ortigas Ave near cor Wilson St. San Juan
87 Libis 184-B E. Rodriguez Jr. Ave., Bagumbayan Quezon City
88 Pasong Tamo Extension G/F BCS Bldg. 2297 Pasong Tamo Extension Makati
89 Retiro G/F, ACI Bldg., 178 Mayon Street, SMH Quezon City
90 Shaw Pasig Blvd. 131-133 Shaw Boulevard Pasig

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 66


91 Sto. Cristo LG01 and LG02 Burke Plaza, Binondo Manila
92 Wack Wack 6 Shaw Blvd. corner Laurel St. Mandaluyong
93 Paseo De Magallanes Maga Center Bldg. Paseo de Magallanes Makati
94 Mckinley Hills 2 World Sq. McKinley Rd. BGC Taguig
95 Libertad Mandaluyong Cluster El Dorado, California Garden Sq. Mandaluyong
96 Edsa Pioneer Robinsons Cybergate Plaza, Pioneer St. Mandaluyong
97 New Port City Star Cruises Bldg., Andrews Ave. Pasay
98 5th Avenue Bgc U3 Ground Floor, One Global Place, BGC Taguig
99 Shang Tower 1 St. Francis T. 1 G/F Retail Internal Rd. Mandaluyong
100 Eastwood City Le Grand T1, Palm Tree Ave.Eastwood City Quezon City
101 Vertex One Space 12&13 Vertex One Bldg. San Lazaro Manila
102 LRT 2 Aurora G/F Marsk Bldg. Aurora Blvd. Quezon City
103 2nd Avenue Bgc G/F Blue Sapphire Bldg. 2nd Ave. BGC Taguig
104 ICTSI Port Area Admin Bldg. Intl. Container Terminal Manila
105 Greenfield District Unit 5 Soho Ctr., Greenfield District Mandaluyong
106 ABS-CBN West Wing ELJ Communication Center Quezon City
107 Rennaisance Tower G/F Renaissance Center, Meralco Ave. Pasig
108 St. Lukes 279 E. Rodriguez, Sr. Boulevard Quezon City
109 Lourdes Hospital Main Bldg., 46 P. Sanchez St., Sta. Mesa Manila
110 City PL Square Lucky Chinatown, Calle Felipe Binondo Manila
111 32nd BGC Trade & Financial Tower, 7th Ave. BGC Taguig
112 Antel Residences Best Western Antel Hotel, Makati Ave. Makati
113 BSA Tower BSA Twin Tower, Bank Dr., Ortigas Center Mandaluyong
114 Exchange Regency G/F, The Exchange Regency Ortigas Center Pasig
115 Mayhaligue One Masangkay Place, No. 1420 Sta. Cruz Manila
116 Masangkay 911-913 Masangkay St., Binondo Manila
117 Cardinal Santos Medical Center, Wilson St.,Greenhills W. San Juan
118 Multinational MultiNatl.Bancorporation Ctr. Ayala Ave. Makati
119 Plaza4 UBP Plaza Meralco Ave., Ortigas Center Pasig
120 Dela Rosa Insular Health Care Bldg. Dela Rosa Makati
121 Bonifacio High St W Global Center cor 30th & 9th Ave. BGC Taguig
122 Triangle Drive Philplans Bldg. Corporate. Center BGC Taguig
123 ADB Avenue U101 AIC Burgundy Empire Tower. ADB Ave. Pasig
124 Makati Medical 2 Amorsolo St., Legaspi Village Makati
125 GMA Timog Cabrera Bldg. 1, 103 Timog Ave. Quezon City
126 Forntera Verde G/F Transcom Bldg. E. Rodriguez Jr. Ave. Pasig
127 SSS East Avenue1 G/F SSS Main Bldg., East Ave Quezon City
128 SSS East Avenue2 G/F SSS Main Bldg., East Ave Quezon City
129 Emerald Avenue2 G/F Wynsum Corp. Plaza, Ortigas Center Pasig
130 Aseana Bradco G/F Unit G12 Sole Mare Park Suites Paranaque
131 GSIS Main GSIS Main Office Financial Center Pasay
132 34th St. BGC G/F, Panorama Bldg., 34TH St. BGC Taguig
133 Mckinley Rd. BGC G/F, Fairways Towers, 5th Ave., BGC Taguig
134 38th Uptown BGC G/F, Orion Bldg. 11th Ave. BGC Taguig
135 7th Avenue BGC G/F, 24-7 Mckinley Bldg. 7th Ave. BGC Taguig
136 Uptown Mall BGC LGF Uptown Place Mall 9th Ave. BGC Taguig
137 Luxe Residences G/F, The Luxe Residences, 28th St. BGC Taguig
138 Pascor Drive G/F, SkyFreight Ctr, Ninoy Aquino Ave. Taguig
139 39th St BGC G/F, Cocolight Bldg., 39th St. BGC Taguig

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 67


140 26th St BGC South of Market North Tower,26th St. BGC Taguig
141 3rd Avenue BGC G/F, Net Square Building, 3rd Ave. BGC Taguig
142 Mckinley West Lower Robinson Cyber Sigma Bldg. Lawton Ave. Taguig
143 Commonwealth Luzon1 Kayumanggi Ctr. Bldg.Brgy Matanda Balara Quezon City
144 Commonwealth Luzon CRM Kayumanggi Ctr. Bldg.Brgy Matanda Balara Quezon City
145 Commonwealth Luzon CQM Kayumanggi Ctr. Bldg.Brgy Matanda Balara Quezon City
146 Kalookan CRM 357 Rizal Ave. Ext. Grace Park Kalookan
147 Kalookan CQM 357 Rizal Ave. Ext. Grace Park Kalookan
148 Lima Tech.1 The Outlets at Lipa, LIMA Tech. Ctr.Lipa Batangas
149 Lima Tech.2 The Outlets at Lipa, LIMA Tech. Ctr.Lipa Batangas
150 Lima Tech. CRM The Outlets at Lipa, LIMA Tech. Ctr.Lipa Batangas
151 Lima Tech. CQM The Outlets at Lipa, LIMA Tech. Ctr.Lipa Batangas
152 Plaza CRM UBP Plaza Meralco Ave., Ortigas Center Pasig
153 Pso De Roxas1 G/F Tower II Paseo De Roxas Bldg. Makati
154 Pso De Roxas CRM G/F Tower II Paseo De Roxas Bldg. Makati
155 32nd BGC CRM Trade & Financial Tower, 7th Ave. BGC Taguig
156 Sto. Domingo CRM G/F, Elements, 560 Quezon Ave. Quezon City
157 Sto. Domingo CQM G/F, Elements, 560 Quezon Ave. Quezon City
158 Commonwealth Ave2 Diliman Commercial Center, Diliman Quezon City
159 Santiago Maharlika Highway, Isabela Santiago
160 Laoag G/F 365 Plaza Bldg. Brgy., 1, Sn Nicolas Laoag
161 Vigan Jose Singson St. Ilocos Sur Vigan
162 Tuguegarao2 106 Bonifacio St., Cagayan Tuguegarao
163 Angeles G/F Bldg. 1, U1 & 2, Central Town Mall Angeles
164 San Fernando Consunji 3M Bldg., MacArthur Highway, San Agustin San Fernando
165 Baguio PF, Cedar Peak Bldg. Baguio
166 Baliwag G/F,Augustine Sq. Dona Remedios Trinidad Bulacan
167 Meycauayan G/F Marian Bldg., Calvario Bulacan Bulacan
168 Cabanatuan P. Burgos St. Cabanatuan
169 Dagupan Insular Life Building, Arellano St. Dagupan
170 Pampanga G/F Mel-Vi Bldg.,Olongapo Rd. Dolores San Fernando
171 Tarlac Jaral Bldg. McArthur Ave. Tarlac
172 Tuguegarao1 106 Bonifacio St. Cagayan Tuguegarao
173 Subic 19B Manila Ave. cor. Canal St. Olongapo
174 San Fernando La Union G/F Nisce Business Center, Quezon Ave. San Fernando
175 Cauayan Isabela G/F ITC Bldg., National Hwy. Isabela Cauayan
176 Clark M. Roxas Hwy, Philexcel Bus. Park Clark Mabalacat
177 Reyna Mercedes Ntl. Hwy Nappacu Paqueno Reina Mercedes Isabela
178 Reyna Mercedes2 Ntl. Hwy Nappacu Paqueno Reina Mercedes Isabela
179 Baguio2 PF, Cedar Peak Bldg. Baguio
180 Olongapo 87 Magsaysay Drive Olongapo
181 Vigan2 Jose Singson St. Ilocos Sur. Vigan
182 Laoag CRM G/F 365 Plaza Bldg. Brgy., 1, Sn Nicolas Laoag
183 Meycauayan2 G/F Marian Bldg., McArthur Hwy, Calvario Bulacan
184 Cabanatuan2 P. Burgos St. Cabanatuan
185 Santiago2 Maharlika Highway, Isabela Santiago
186 Cauayan Isabela 2 G/F ITC Bldg., National Hwy. Isabela Cauayan
187 Subic2 19B Manila Ave. cor. Canal St. Olongapo
188 Dagupan2 Insular Life Building, Arellano St. Dagupan

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 68


189 San Fernando La Union2 G/F Nisce Business Center, Quezon Ave. San Fernando
190 Naga G/F Prime Days Hotel Bldg.Panganiban Dr. Naga
191 Calamba Real Marcelita Bldg. Ntl. Hwy, Barangay Real Calamba
192 Sta. Rosa Rizal Blvd. cor Zavalla St. Brgy Malusak Laguna
193 Batangas G/F Insular Life Bldg., Hwy Hill Hilltop Batangas
194 Legaspi G/F SMC Bldg., Landco Bus. Park Legazpi
195 Naga2 G/F Prime Days Hotel Bldg.Panganiban Dr. Naga
196 Binan Carmona National Highway, Brgy. Maduya Cavite
197 Calamba Parian Anderson Bldg. Brgy. Parian, Calamba Laguna
198 Lipa B. Morada Ave. Lipa
199 Lucena G/F One People Sq., M.L. Tagarao Lucena
200 San Pedro Laguna National Hwy, Brgy. Landayan, San Pedro Laguna
201 Dasmarinas Cavite Congressional Rd Aguinaldo Hwy. Cavite
202 Imus Cavite G/F Melta Bldg., Aguinaldo Hwy. Cavite
203 Bacoor Addio Bldg. Aguinaldo Hwy Talaba Bacoor Cavite
204 Cainta F. Felix Ave. cor Karangalan Dr., Cainta Rizal
205 Puerto Princesa1 Rizal Avenue, Brgy. Maningning Puerto Princesa City
206 Puerto Princesa2 Rizal Avenue, Brgy. Maningning Puerto Princesa City
207 Paseo De Sta Rosa G/F Medical City Southluzon, Greenfield Laguna
208 Tagaytay G/F Tagaytay Prime Res., Brgy. San Jose Tagaytay
209 Cainta2 F. Felix Ave. cor Karangalan Dr. Rizal
210 Imus Cavite2 G/F Melta Bldg., Aguinaldo Hwy. Cavite
211 Bacoor2 Addio Bldg. Aguinaldo Hwy Talaba Bacoor Cavite
212 Sta. Rosa2 Rizal Blvd. cor Zavalla St. Brgy Malusak Laguna
213 Legaspi2 G/F SMC Bldg., Landco Bus. Park Legazpi
214 Lipa2 B. Morada Ave. Lipa
215 Lucena2 G/F One People Sq., M.L. Tagarao Lucena
216 Bacolod Araneta Provincial Finance Corp. Bldg., Araneta Bacolod
217 Cebu Borromeo Door 8 Plaza Borromeo Bldg., Kalubiha Cebu
218 Cebu Mandaue Kentredder Bldg., A. Cortes St., Mandaue Cebu
219 Iloilo Iznart Villanueva Bldg., Iznart St Iloilo
220 Iloilo Iznart2 Villanueva Bldg., Iznart St Iloilo
221 Tagbilaran J.S. Torralba St. cor. CPG Ave., Bohol Tagbilaran
222 Tagbilaran2 J.S. Torralba St. cor. CPG Ave., Bohol Tagbilaran
223 Cebu Lapu-Lapu Lot 2, Block 1, Phase 1, MEPZ II, SEPZ Lapu-Lapu
224 Cebu Lapu-Lapu2 Lot 2, Block 1, Phase 1, MEPZ II, SEPZ Lapu-Lapu
225 Cebu Time Square G/F, Mantawe Ave. Brgy Tipolo Mandaue
226 Bacolod Lacson G/F PhilAm Bldg., Lacson cor. Galo St. Bacolod
227 Cebu Banilad G/F01, TGU Tower Jose Maria del Mar St. Cebu
228 Cebu Center Maxilom G/F Ong Tiak Bldg., Gen Maxilom Ave. Cebu
229 112-Ubp Cebu Fuente G/F Rajah Park Htl, Fuente Osmena Circle Cebu
230 Iloilo General Luna Ledesma Street cor. Liberation Rd. Iloilo
231 Iloilo General Luna2 Ledesma Street cor. Liberation Rd. Iloilo
232 Tacloban2 Josmar Bldg., M.H. del Pilar St. Tacloban
233 Tacloban3 Josmar Bldg., M.H. del Pilar St. Tacloban
234 Bacolod Araneta2 Provincial Finance Corp. Bldg., Araneta Bacolod
235 Cebu North Road G/F, Khuz'ns Bldg., North Hwy, Estancia Mandaue
236 Asiatown G/F TGU Tower, Asiatown I.T. Park, Lahug Cebu
237 Dumaguete Ramon Pastor Sr. St. cor. San Juan St. Dumaguete

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 69


238 Dumaguete2 Ramon Pastor Sr. St. cor. San Juan St. Dumaguete
239 Cebu Business Park G/F Insular Bldg., Mindanao Ave. Cebu
240 Cebu Business Park2 G/F Insular Bldg., Mindanao Ave. Cebu
241 Cebu Mactan Newtown G/F, Retail 2 & 3, Plaza Magellan T1. Lapu-Lapu
242 Cebu As Fortuna G/F Space, A.S. Fortuna P. Remedies St. Mandaue
243 Cebu Subangdaku G/F, AD Gothong IT Center, Mandaue Mandaue
244 North Drive G/F N. Dr.Ouano Ave. N. Reclamation Area Mandaue
245 Cebu Lipata Comm. Bldg., Natalio Bacalso Hwy. Cebu
246 Cebu Minglanilla G/F, FCT Comm. Bldg., Poblacion Ward-II Cebu
247 Cebu Sumilon G/F, Buildcomm Center, Cebu Bus. Park Cebu
248 Cebu Banilad CRM G/F01, TGU Tower Jose Maria del Mar St. Cebu
249 Cebu Banilad CQM G/F01, TGU Tower Jose Maria del Mar St. Cebu
250 Asiatown2 G/F TGU Tower, Asiatown I.T. Park, Lahug Cebu
251 CDO Lapasan Lapasan National Hwy. Cagayan De Oro
252 CDO Lapasan2 Lapasan National Hwy. Cagayan De Oro
253 Davao Cabaguio G/F, DMIRIE Bldg., JP Cabaguio Ave. Davao
254 General Santos 2 G/F Laiz Bldg., Pioneer Ave. General Santos
255 Iligan Manuel L. Quezon Ave. Iligan
256 Pagadian Rizal Ave., Zamboanga Del Sur Pagadian
257 Pagadian2 Rizal Ave., Zamboanga Del Sur Pagadian
258 Davao Monteverde G/F Mintrade Bldg. Monteverde Ave. Davao
259 Davao Quirino Quirino Avenue cor San Pedro St. Davao
260 Davao Rizal G/F Quibod Commercial Center, Rizal Ave. Davao
261 General Santos G/F Laiz Bldg., Pioneer Ave. General Santos
262 Iligan2 Manuel L. Quezon Ave. Iligan
263 Zamboanga Jaldon2 G/F ZAEC Bldg., Mayor Jaldon Zamboanga
264 Zamboanga Jaldon G/F ZAEC Bldg., Mayor Jaldon Zamboanga
265 Davao Magsaysay R. Magsaysay Ave. cor. E. Jacinto St. Zamboanga
266 Davao Magsaysay2 R. Magsaysay Ave. cor. E. Jacinto St. Zamboanga
267 Butuan G/F CAP Bldg. J. Rosales Ave. Butuan
268 Butuan2 G/F CAP Bldg. J. Rosales Ave. Butuan
269 C Cube Hinduja Cyberpark, E. Rod. Jr. Ave.Libis Quezon City
270 GSIS Complex GSIS Financial Complex, Roxas Blvd. Pasay
271 GSIS Complex2 GSIS Financial Complex, Roxas Blvd. Pasay
272 La Salle Zobel University Ave., Ayala-Alabang Village Muntinlupa
273 Club Tropicana - Sta. Mesa 4166 GP Ramon Magsaysay Blvd.,Sta Mesa Manila
274 Club Tropicana - Las Pinas VIP Arcade, Ltd. Alabang – Zapote Rd. Las-Pinas
275 Startek Makati SM Makati CyberZone, Sen. Gil Puyat Ave. Makati
276 Startek Ortigas Tiendesitas Ugong Pasig
277 Startek Ortigas2 Tiendesitas Ugong Pasig
278 Resorts World Newport Boulevard, Newport City 1309 Pasay
279 Sitel Julia Vargas Ortigas Home Depot # 1 Barangay Ugong Pasig
280 UST Vestibule Bldg. UST Hospital, Sampaloc Manila
281 Sutherland BGC 12/F Philplans Corp. Ctr.Triangle Dr.BGC Taguig
282 Sutherland Cubao 7/F Harvester Corp. Ctr. P.Tuazon Blvd. Quezon City
283 Solaire1 2/F Casino Area Hallway Macapagal Ave. Pasay
284 Solaire2 2/F Casino Area Hallway Macapagal Ave. Pasay
285 Aboitiz NAC 8/F NAC Bldg. 32nd St. BGC Taguig
286 Extreme Bingo 94 Timog Ave. Quezon City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 70


287 Foton Balintawak 728 A. Bonifacio Ave. Balintawak Quezon City
288 AFPMBAI AFPSLA Bldg. EDSA Camp Aguinaldo Quezon City
289 Sitel Eton CyberPod, Corinthians Business Center Quezon City
290 IBEX Paranaque 6/F SM City, BF Paranaque Sucat Rd. Paranaque
291 IBEX Shaw 5/F Shaw IT Center 360 Shaw Blvd. Mandaluyong
292 Medical Center Taguig Medical Ctr. Taguig Levi B. Mariano Ave Taguig
293 MJC Winford Brgy. 350, Santa Cruz, Manila Manila
294 Sutherland Shaw 9/F, Shaw IT Center 360 Shaw Blvd. Mandaluyong
295 Monocrete Construction 888 Cayetano Ave. C5 Ext. Diversion Rd. Taguig
296 UBP HO 14th Flr. Plaza Headoffice Meralco Ave. Pasig
297 Alliance Global Alliance Global Tower, 36th Street Taguig
298 GERI Alliance Global Tower, 36th Street Taguig
299 Grand Wing G/F Casino Fl, Hilton Newport City 1309 Pasay
300 TQMP Pasig AGC Flat Glass Inc. M.H. Del Pilar St. Pasig
301 ARMSCOR ARMSCOR Avenue Brgy Fortune Marikina
302 Sutherland Clark Plaza Bldg. Jose Abad Santos Ave. Clark Mabalacat
303 Sutherland Clark Site 4 4 Clark Ctr. 6 J.B. Santos Hwy Clark Mabalacat
304 Sutherland Tarlac1 IT Park II, Ninoy Aquino Hwy. San Isidro Tarlac
305 PELCO PampangaI Electric Coop Inc, Sto Domingo Mexico
306 Startek Angeles Entec Bldg., Don Juan Ave. Nepo Center Angeles
307 Philex Offsite1 Philex Mining Corp, Padcal, Tuba Benquet Baguio
308 Philex Offsite2 Philex Mining Corp, Padcal, Tuba Benquet Baguio
309 Sitel Tarlac 2/F Robinsons Place Tarlac
310 Sutherland Tarlac2 Tarlac IT Park II, Ninoy Aquino Hwy Tarlac
311 Asia Intl. Auctioneers Subic Bay Argonaut Hwy, Olongapo Subic
312 Pilmico Tarlac Santo Domingo II, Capas Tarlac
313 Sutherland Carmona Warehouse Ph.1&2 Governor's Dr. Carmona Cavite
314 Sutherland Camsur1 IT Center, Provincial Capitol Complex Naga
315 Sutherland Legaspi Embarcadero de Legazpi,Legazpi port Site Legaspi
316 MJC Carmona1 San Lazaro Leasure Park, Governor Dr. Cavite
317 Sutherland Camsur2 IT Center, Provincial Capitol Complex Cavite
318 DLSU-Dasmarinas Admin. Bldg (Cashier's Area), West Ave Cavite
319 MJC Carmona2 Warehouse Ph.1&2 Governor's Dr. Carmona Cavite
320 DLSU Medical G/F DLSUMC, Governor D. Mangubat Ave. Cavite
321 Twinlakes Tagaytay Vineyard Resort Community, Nasugbu Hwy. Tagaytay
322 Cebu Lexmark1 Mactan Economic Zone II Lapu-Lapu
323 Cebu Lexmark2 LRDC Plaza 2 Bldg, Cebu Business Park Cebu
324 Aboitiz Offsite Archbishop Reyes Ave. Banilad Cebu
325 Qualfon Cebu Cardinal Rosales Ave. Cebu Business Park Cebu
326 Qualfon Dumaguete1 LinkSy I.T. Park, N. Ntl. Hwy. Bantayan Dumaguete
327 Qualfon Dumaguete2 LinkSy I.T. Park, N. Ntl. Hwy. Bantayan Dumaguete
328 Medical City Iloilo Locsin Street, Molo Iloilo
329 Startek Iloilo1 Iloilo Bus. Park Airport Rd, Mandurriao Iloilo
330 Startek Iloilo2 Iloilo Bus. Park Airport Rd, Mandurriao Iloilo
331 Cebu Velez Cebu Velez General Hospital F. Ramos St. Cebu
332 Cebu Veco Visayan Electric Company J. Panis St. Cebu
333 Cebu Autoliv 3rd St. cor. 3rd Ave. Mepz-1, MEPZ 1 Lapu-Lapu
334 Cebu Mactan Airport Terminal2 Arrival Lapu-Lapu Airport Rd, Cebu, T2 Arrival Lapu-Lapu

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 71


Cebu Mactan Airport Terminal2
335 Departure Lapu-Lapu Airport Rd, Cebu, T2 Departue Lapu-Lapu
336 Banilad Town Center Gov. M. Cuenco Ave. Cebu
337 Sutherland Davao Bldg.B, Luisa Complex, Jacinto Extension Davao
338 IBEX Davao Fountain Court, SM Lanang JP Laurel Ave. Davao
339 Davao Light And Power Corp. 163 - 165 C. Bangoy Sr. St. Davao
340 Pilmico Iligan Kiwalan Cove, Dalipuag, Lanao del Norte Iligan
341 Davao DLPC Bajada Rondez Engr. Ctr, JP Laurel Ave. Bajada Davao
342 Empire East 12F Alliance Global Tower 36th St. Taguig
343 Ramon Aboitiz Foundation Inc. 35 Eduardo Aboitiz St. Tinago Cebu

City Savings Bank

Branch Name Address


1 Balamban 1 Branch ES Binghay, Santa Cruz-Santo Nino (Pob.), Balamban, Cebu
WPT Building, Esperanza Village, Awayan Poblacion III, Carcar
Carcar Branch
2 City, Cebu
Home Office City Savings Financial Plaza, cor Osmena Blvd, Santo Niño, Cebu
3 (City/Capital), Cebu
Zamboanga Branch RHW Building, Mayor Jaldon Street, Canelar, Zamboanga (City),
4 Zamboanga Del Sur
5 Balamban 2 Branch ES Binghay, Santa Cruz-Santo Nino (Pob.), Balamban, Cebu
143 Esperanza Building, General Luna Street, Iloilo (City/Capital),
Iloilo Branch
6 Iloilo
Dumaguete Branch Eros Building, Dr. V. Locsin & Real St., Poblacion 8, Dumaguete
7 (City/Capital), Negros Oriental
1st Floor STP Building, Aviles St, Barangay 8 (Pob.), Ormoc
Ormoc Branch
8 (City), Leyte
Bacolod Branch Unit 6 722 Metropolis Towers, Lacson Street, Mandalagan,
9 Bacolod (City/Capital), Negros Occidental
Tacloban Branch Door #3 YPL Building, Salazar Street, Barangay 23, Tacloban
10 (City/Capital), Leyte
Calamba Branch Ground Floor Dencris Business Center, National Highway, Halang,
11 Calamba City, Laguna
Tagum Branch Ground Floor P L J Building, Apokon Road, Apokon, Tagum
12 (City/Capital), Davao Del Norte
13 Leganes Branch Door 4 Pestaño Building, Gustilo Street, Poblacion, Leganes, Iloilo
14 Tanjay Branch Legaspi St, Barangay Poblacion 8, Tanjay City, Negros Oriental
Roxas Branch Ground Floor Buyco Building, Mckinley Street, Barangay III
15 (Pob.), Roxas (City/Capital), Capiz
Ground Floor JRC Building, Real Street, Songco, Borongan City,
Borongan Branch
16 Eastern Samar
GE Building, 406 Quezon Avenue, Andagaw, Kalibo (Capital),
Kalibo Branch
17 Aklan
Pampanga Branch Unit 102 Suburbia Commercial Center, Mc-Arthur Highway,
18 Maimpis, San Fernando (City/Capital), Pampanga
Cag De Oro Branch Ground Floor TS Fashion Building, Corrales Avenue, Barangay 29,
19 Cagayan De Oro (City/Capital), Misamis Oriental
Ortigas Branch Branch Ground Floor, East Wing Iriz One Corp. Centre, #35 Meralco Ave.
20 cor. Segundo St., San Antonio, Pasig City, 2nd District Metro

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 72


Manila

La Union Branch Ground Floor Kenny Plaza, Quezon Avenue, Catbangen, San
21 Fernando (City/Capital), La Union
Legazpi Branch Ground Floor Tower Mall Building 4, Landco Business Park,
22 Legazpi (City/Capital), Albay
Ground Floor 1NK Centre, General Luna St., Sabang, Lipa (City),
Lipa Branch
23 Batangas
Ground Floor Building 2 One People Square Business Center, M.L.
Lucena Branch Tagarao cor Granja St., Barangay 3, Lucena (City/Capital),
24 Quezon
Caloocan Branch Ground Floor Dianne Building, 746 Rizal Ave. Ext., Grace Park,
25 Barangay 86, Caloocan City, 3rd District Metro Manila
26 Tagbilaran Branch C.P. Garcia Ave., Poblacion II, Tagbilaran (City/Capital), Bohol
Tuguegarao Branch Units 11-13 Red Square Building, No. 1 Rizal St. corner College
27 Avenue, Tuguegarao City, Cagayan
Davao Branch Door 1-4 PNRC Building, Roxas Avenue, Barangay 34-D (Pob.),
28 Davao (City), Davao Del Sur
Ismael Ellosos St. cor. Jc Aquino Avenue, Imadejas Subdivision,
Butuan Branch
29 Butuan City,
Calapan Branch Unit 5 & 6 Pure Gold - Calapan, J.P. Rizal St., Camilmil, Calapan
30 (City/Capital), Oriental Mindoro
31 Taguig Branch #48 Gen. Alfredo Santos Avenue, Taguig City
Alabang - Zapote Road, cor Crispina Avenue Pamplona, Las Pinas
Las Piñas Branch
32 City
Santiago Boulevard, Dadiangas South, General Santos City, South
General Santos Branch
33 Cotabato
Mandaue Branch Unit 3 & 4 Citybridge Plaza, A.C. Cortes Avenue cor. P. Burgos
34 St., Alang-Alang, Mandaue (City), Cebu
Catarman Branch 1305 Camara Building, Bonifacio cor. Garcia St., Mabolo (Pob.),
35 Catarman (Capital), Northern Samar
San Jose Branch Lebrilla Ang Building, Burgos St., corner Rizal St., Barangay
36 Poblacion I, San Jose, Occidental Mindoro
Dipolog Branch Bulosan Building, Sergio Osmeña Street, Central Barangay (Pob.),
37 Dipolog (City/Capital), Zamboanga Del Norte
Sta. Cruz Branch Ground Floor Ehome Corporate Center, P. Guevarra St., Barangay
38 Pasawitan, Sta Cruz, Laguna
39 Alaminos Branch Quezon Avenue, Poblacion, Alaminos City, Pangasinan
40 Lemery Branch Brgy. Malinis, Lemery, Batangas
Laoag Branch Trece Grande Bldng. No. 187, J.P. Rizal cor. Samonte Sts., Bgy.
41 No. 19, Santa Marcela (Pob.), Laoag (City/Capital), Ilocos Norte
42 Bogo Branch P. Rodriguez St., Cogon, Bogo City, Cebu

PR Savings Bank

Branch Name Address


Bayambang corner Juan Luna St. Rizal Avenue, Poblacion Sur, Bayambang,
1 Pangasinan
2 Cauayan Rizal Avenue corner Canciller Avenue Cauayan City Isabela
3 Echague Maharlika Highway, San Fabian Echague, Isabela

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 73


Pasig U103 One Corporate Center Julia Vargas Ave. cor. Meralco,
4 Ortigas Center, San Antonio Pasig City
5 Sta. Ana National Highway Centro, Sta Ana, Cagayan

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 74


Annex 2

UNION BANK OF THE PHILIPPINES


LIST OF BANK OWNED BRANCHES
As of December 31, 2018

Unionbank of the Philippines

Branch Name Address


Antel Residences Unit G2 of Antel Residences, Makati Avenue, Makati City
Cabanatuan P.Burgos St., Cabanatuan City
Cagayan De Oro City - Lapasan Lapasan National Highway, Cagayan de Oro City
Dasmarinas GACu G.A.Cu-Unjieng Bldg., Q. Paredes St. corner Dasmarinas
St., Binondo, Manila
Davao - Magsaysay R. Magsaysay St. corner Jacinto St., Davao City
Dumaguete Calle Real corner Calle San Juan St. Dumaguete City
Emerald G/F Wynsum Corp. Plaza, Ortigas Center, Pasig City
Iligan City Quezon Avenue, Iligan City
General Luna Street, Brgy. Villa Anita, City Proper, Iloilo
Iloilo - Gen Luna
City
Olongapo 87, Magsaysay Drive, Olongapo City
Puerto Princesa City Unionbank Bldg., along J.P. Rizal Avenue, Brgy.
Maningning, Puerto Princesa City, Palawan
Richville Richville Corporate Tower, Madrigal Bus. Park, Alabang
Zapote Rd., Alabang, Muntinlupa City
Unionbank Plaza UnionBank Plaza Bldg., Meralco Ave. corner Onyx St.,
Pasig City

City Savings Bank

Branch Name Address


HO / Sto. Nino Branch corner Osmena Boulevard & P. Burgos Street, Barangay
Nino, Cebu City
Tagbilaran Branch Carlos P. Garcia Avenue, Barangay Poblacion II, Tagbilaran
City, Bohol

FAIR Bank

Branch Name Address


Sta. Fe Branch Talisay, Sta. Fe, Cebu
Daanbantayan Branch Osmena Street, Daanbantayan, Cebu
Bogo Branch Dela Vina cor. J Lequin Streets, Gairan, Bogo City, Cebu

PR Savings Bank

Branch Name Address


Aurora National Highway San Jose Aurora Isabela
Cabatuan Purok 2 Centro Cabatuan, Isabela
Rizal Avenue corner Canciller Avenue Cauayan City
Cauayan Isabela

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 75


Diffun Purok 7 National Hiway Andres Bonifacio, Diffun, Quirino
Laoag National Highway Brgy 51A, Nangalisan Laoag City, Ilocos
Norte
Pasig U103 One Corporate Center Julia Vargas Ave. cor. Meralco,
Ortigas Center, San Antonio Pasig City
Quezon National Highway, Santos, Quezon, Isabela
Roxas Isabela Don Mariano Marcos Avenue Bantug Roxas Isabela
San Mateo Alicia Road Barangay 1, San Mateo, Isabela
Sta. Ana National Highway Centro, Sta Ana, Cagayan

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 76


Annex 3
UNION BANK OF THE PHILIPPINES
LIST OF LEASED BRANCHES
As of December 31, 2018

Unionbank of the Philippines

Monthly Expiration of Term of


Branch Name Address
Rental Lease Renewal
Unit GF-A, GF Blue Sapphire
2nd Avenue - Global Building, 2nd Avenue corner October 31,
every 5 years
City 30th Street, Bonifacio Global 310,094.35 2020
City, Taguig City
G/F The Trade & Financial
September 30,
32nd Ave. - BGC Tower, 7th ave. cor. 32nd St., every 3 years
614,061.00 2019
Fort Bonifacio, Taguig City
Unit 103 GF One Global Place,
5th Avenue - Global
along 5th Avenue, Bonifacio April 30, 2020 every 5 years
City 298,005.75
Global City, Taguig City
West Wing, G/F, ELJ
February 28,
ABS-CBN Communications Center, every 5 years
71,440.00 2021
Mother Ignacia St, Quezon City
171 Bridgeview Bldg., E.
Acropolis Rodriguez Jr. Ave, April 30, 2020 every 5 years
114,935.04
Bagumbayan, Quezon City
G/F Burgundy Empire Tower
ADB Ave. cor Sapphire and October 31,
ADB Avenue every 6 years
Garnet Roads, Ortigas Center, 253,743.09 2019
Pasig City
G/F, Alabang Country Club,
Alabang Country Acacia Drive, Ayala Alabang
July 31, 2020 every 5 years
Club Village, Brgy. Ayala Alabang, 34,609.68
Muntinlupa City
Makati Supermart Alabang,
Alabang Town September 30,
Alabang Town Center, every 3 years
(Kiosk) 222,251.40 2019
Muntinlupa City
Ali Mall Financial Center, Level
September 30,
Ali Mall 2, Ali Mall, Araneta Center, every 6 years
170,469.92 2019
Cubao, Quezon City
G/F, Bldg 1, Units 1 & 2,
Central Town Mall, 263 Fil-Am November 06,
Angeles every 5 years
Friendship Highway, Brgy 106,369.20 2021
Cutcut, Angeles City
G/F, Unit 133, Promenade
Missouri, Greenhills Shopping September 30,
Annapolis every 5 years
Center, Missouri cor. Annapolis 303,296.85 2021
St. Greenhills, San Juan
G/F, Unit G-12, Sole Mare Park
September 30,
Aseana Bradco Ave. Suites, Bradco Ave., Aseana every 5 years
82,394.37 2019
Business Park, Paranaque Cty
Marsk Realty Building, aurora
September 14,
Aurora - Balete Drive Boulevard corner Balete Drive, every 5 years
89,379.84 2020
Quezon City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 77


677 Aurora Blvd., near cor.
March 14,
Aurora Blvd. Broadway St., Bgy. Mariana, every 5 years
77,176.00 2020
New Manila , Q.C.
Rufino Bldg. Ayala Ave. corner
Ayala - Rufino June 30, 2022 every 10 years
V Rufino St., Makati city 263,382.11
G/F NOL Building, Commerce
Ayala Alabang cor. Acacia, Alabang, June 30, 2019 every 5 years
524,047.65
Muntinlupa
G/F Madrigal Building, 6793 November 15,
Ayala Ave every 5 years
Ayala Avenue, Makati City 655,930.72 2020
SSS (Makati) Building Ayala
November 30,
Ayala SSS Avenue corner V.A. Rufino St, every 6 years
796,208.34 2019
Makati city
1st Provincial Finance Corp.
March 31,
Bacolod - Araneta Bldg., Araneta St. corner every 5 years
124,798.63 2019
Rosario St., Bacolod City
GF Philam Bldg., Lacson Street November 14,
Bacolod City every 5 years
cor. Galo, Bacolod City 106,997.22 2019
Addio Bldg., Aguinaldo
March 31,
Bacoor Highway, Talaba, Bacoor, every 10 years
90,533.52 2021
Cavite
Dra. C.Pascual Bldg., 142
Baesa Quirino Highway, Baesa, July 31, 2021 every 10 years
83,999.98
Quezon City
Unit PF-7 & PF-7A, Plaza
Floor, Cedar Peak Bldg.,
March 31,
Baguio City General Luna corner Mabini every 5 years
162,351.95 2021
Street, Brgy Kabayanihan,
Baguio City
Unit 3 & 4, 3006 Augustine
Square, 17 Pinagbarilan St.,
Baliwag April 30, 2021 every 5 years
Dona Remedios Trinidad 57,741.60
Highway, Baliuag, Bulacan
G/F, Insualr Life Bldg.,
September 30,
Batangas City Highway Hills, Brgy Hilltop, every 5 years
81,007.08 2021
Batangas City
55 President Avenue, BF August 31,
BF Homes every 5 years
Homes, Parañaque City 280,716.37 2023
G/F, Unit C-28, South of
Market North Tower, 26th St., January 14,
BGC 26th Steet every 4 years
Bonifacio Global City, Taguig 239,736.42 2020
City
G/F Panorama Building, 34th
BGC 34th Street Street corner Lane A, Bonifacio February 29,
every 5 years
(Panorama) Global City, Brgy. Fort 380,928.08 2020
Bonifacio, Taguig City
G/F Orion Bldg., 11th Avenue
corner 38th Street., Bonifacio March 31,
BGC 38th Street every 5 years
Global City Brgy. Fort 376,552.26 2020
Bonifacio, Taguig City
G/F, Cocolight Bldg., 39th St.
BGC 39th Street corner 11th Avenue, Bonifacio July 14, 2020 every 5 years
344,717.57
Global City, Taguig City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 78


G/F, The Net Square Bldg., 3rd
Avenue corner 28th Street,
BGC 3rd Avenue May 15, 2021 every 5 years
Bonifacio Global City, Taguig 328,352.97
City
G/F, Twenty-Four Seven
Mckinley Building, 7th Ave.,
BGC 7th Avenue cor. 24th St., Bonifacio Global June 24, 2020 every 5 years
381,813.26
City, Brgy. Fort Bonifacio ,
Taguig City
G/F, Unit 2, Fairways Tower,
5th Avenue, Bonifacio Global January 31,
BGC McKinley Road every 5 years
City, Brgy Fort Bonifacio, 158,999.64 2020
Taguig City
G/F, Shop 3, The Luxe
BGC The Luxe Residences, 28th St corner 4th January 31,
every 5 years
Residences Avenue, Bonifacio Global City, 557,038.13 2020
Taguig City
Shop 3, Philplans Building
Corporate Center, 1012 North August 31,
BGC Triangle Drive every 6 years
Triangle Drive, Bonifacio 303,313.87 2019
Global City, Taguig
Lower G/F Uptown Place Mall,
BGC Uptown Place 9th Avenue corner 36th Street.,
July 31, 2020 every 5 years
Mall Bonifacio Global City, Brgy. 382,968.63
Fort Bonifacio,Taguig City
W Global Center located at the
corner of 30th Street and 9th January 31,
Bonifacio High Street every 5 years
Avenue, Brgy. Fort Bonifacio, 378,285.81 2023
Taguig City
Unit G2 and G3 BSA Twin
December 31,
BSA Tower - Ortigas Tower, Julia Vargas corner every 10 years
242,570.65 2021
Bank Drive, Mandaluyong City
GF CAP Bldg. J.C. Aquino Ave
August 09,
Butuan corner J. Rosales St., Brgy every 5 years
46,539.00 2019
Tandang Sora, Butuan City
F.Felix Ave. corner Karangalan January 31,
Cainta every 10 years
Drive, Cainta, Rizal 85,926.40 2023
Calamba - Bgy. National Highway, Bo. Parian,
May 31, 2022 every 15 years
Parian Calamba, Laguna 158,112.00
Marcelita Bldg., National
Calamba Real Highway, Brgy Real, Calamba June 30, 2019 every 5 years
74,714.00
Laguna
G/F Cardinal Santos Medical
December 31,
Cardinal Santos Center, Wilson Street, every 2 years
123,687.17 2019
Greenhills West, San Juan
G/F Trade Center Building,
November 14,
Cauayan - Isabela along National Highway, every 3 years
101,168.77 2019
Cauayan City
Unit GF-01, TG Tower,
Cebu - Asiatown IT January 31,
Asiatown I.T. Park, Barangay every 5 years
Park 218,517.93 2019
Apas, Cebu City
G/F, Banilad Town Center, Gov
Cebu - Banilad M. Cuenco Avenue, Banilad, July 31, 2023 every 5 years
105,097.50
Cebu City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 79


Plaza Borromeo, Borromeo St.,
Cebu - Borromeo June 30, 2019 every 4 years
Cebu City 65,535.14
March 31,
Cebu - Fuente Fuente Osmeña, Cebu City every 5 years
175,933.42 2020
G/F, Doors 5, 6, 7, Pham
Central Bldg., South National November 01,
Cebu - Lipata every 5 years
Highway, corner San Roque 46,949.00 2022
Road, Lipata, Minglanilla, Cebu
G/F, FCT Commercial Bldg.,
Cebu - Minglanilla Poblacion Ward II, Minglanilla, May 31, 2022 every 5 years
65,235.30
Cebu
No. 104 Plaridel St., Brgy. Sto. January 31,
Cebu - Plaridel every 5 years
Niño, Cebu City 180,000.00 2023
G/F, Units 3 and 4, A.D.
Gothong I.T. Center, Lopez
Cebu - Subangdaku June 30, 2022 every 5 years
Jaena St., Brgy. Subangdaku, 110,045.00
Mandaue City
G/F, The Space, A.S. Fortuna
February 15,
Cebu A.S. Fortuna corner P. Remedios Street, Brgy every 5 years
90,000.00 2022
Banilad, Mandaue City
G/F Insular Life Cebu Business
Cebu Business Park Center, Mindanao Avenue February 14,
every 10 years
(Insular) corner Biliran Road, CBP-IT 260,779.60 2021
Park, cebu City
G/F, Buildcomm Center,
Cebu- Business August 31,
Sumilon Road, Cebu Business every 5 years
Sumilon Road 149,047.50 2022
Park, Cebu City
Cebu Center / Gen. Maxilom Avenue, Cebu September 14,
every 10 years
Maxilom City 584,220.00 2021
Lot 2, Block 1, Phase 1, MEPZ
Cebu Lapu Lapu May 31, 2026 every 22 years
II, SEPZ, Lapu-Lapu City, Cebu 33,294.36
G/F Retail 2 & 3, Plaza
Cebu Mactan November 30,
Magellan Tower 1, Mactan every 5 years
Newtown 146,097.00 2021
Newtown, Lapu Lapu City
Kentredder Bldg., A. Cortes St., February 28,
Cebu Mandaue every 5 years
Mandaue City, Cebu 113,907.20 2020
G/F, North Drive Center, Ouano
Cebu North Drive Avenue, North Reclamation June 30, 2022 every 5 years
103,600.00
Area, Mandaue City, Cebu
G/F, Time Square 2 Bldg.,
Mantawe Avenue, North October 31,
Cebu Time Square every 5 years
Reclamation Area, Brgy Tipolo, 115,703.70 2021
Mandaue City, Cebu
Unit 3, Level 1, The Gramercy
August 31,
Century City Residences, Century City, every 5 years
153,468.00 2019
Kalayaan Avenue, Makati City
3rd Floor, Lucky Chinatown-
Cityplace Square, Calle Felipe August 31,
Cityplace Square every 10 years
cor. La Chambre Street, Brgy. 218,465.50 2021
293, Zone 28, Binondo, Manila
M. Roxas Highway, Philexcel
Clark Branch Business Park, Clark Freeport April 16, 2054 every 42 years
86,641.37
Zone, Pampanga

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 80


G/F Diliman Commercial February 28,
Commonwealth every 6 years
Center, Commonwealth Avenue 127,629.05 2020
Kayumanggi Center,
Commonwealth- Commonwealth Avenue corner January 15,
every 5 years
Luzon Ave. Luzon Avenue, Brgy. 99,549.72 2023
Matandang Balara, Quezon City
7th Avenue cor P. Tuazon, January 31,
Cubao (P. Tuazon ) every 5 years
Cubao, Quezon City 194,535.88 2020
Ground Floor Insular Life
September 14,
Dagupan Insular Building, Arellano Street, every 5 years
117,983.25 2022
Barangay Pantal, Dagupan City
G/F, DMIRIE Bldg., JP
March 22,
Davao - Cabaguio Cabaguio Avenue, Brgy. every 5 years
103,950.00 2022
Paciano Bangoy, Davao City
Monteverde Avenue cor. Sales
Davao - Monteverde June 30, 2021 every 10 years
St., Davao City 183,204.00
G/F Quibod Commercial
November 30,
Davao - Rizal Complez, Rizal Avenue, Davao every 11 years
91,461.58 2020
City
G/F, Insular Health Care Bldg.,
167 Dela Rosa corner Legazpi
Dela Rosa May 31, 2022 every 5 years
Street, Legaspi Village, Makati 245,102.76
City
GF Lianas Supermarket, Dr. A.
Dr. A. Santos Santos Avenue corner Canaynay April 30, 2022 every 5 years
123,250.00
Road, Sucat, Parañaque City
1st floor - West, Katipunan
E. Rodriguez Bldg., 95 E. Rodriguez Ave., May 31, 2019 every 5 years
42,404.22
Brgy Tatalon, Quezon City
G/F Unit LGR1-6, Le Grand
Eastwood City (Le Tower 1, Palm Tree Ave., January 31,
every 5 years
Grand) Eastwood City, Brgy. 174,361.00 2020
Bagumbayan, Quezon City
EDSA cor. Urbano Plata St., March 15,
EDSA - Kalookan every 5 years
Kalookan City 292,361.52 2020
Upper GF Robinsons Cybergate
EDSA Pioneer Plaza, Robinsons Pioneer April 24, 2020 every 5 years
139,903.59
Complex, EDSA
G/F Regina Building, Escolta,
Escolta May 31, 2022 every 7 years
Manila 183,056.96
G/F The Exchange Regency
along Exchange Road cor.
December 31,
Exchange Regency Meralco Avenue and Jade every 5 years
193,867.32 2022
Drive, Ortigas Center, Pasig
City
G/F, Transcom Bldg., Frontera
Verde, E. Rodriguez Jr. March 31,
Frontera Verde every 5 years
Avenue., Brgy Ugong, Pasig 230,948.72 2019
City
Del Moral Building, 341 G.
G. Araneta April 30, 2019 every 10 years
Araneta Ave., Quezon City 112,373.77
G/F Laiz Building, Pioneer September 04,
Gen. Santos every 6 years
Avenue, General Santos City 123,889.94 2019

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 81


G/F, Unit 101, Cabrera Bldg 1,
January 23,
Gma Timog 130 Timog Ave., Brgy Sacred every 5 years
246,153.21 2019
Heart, Quezon City
Aboitiz Bldg., 110 Legaspi St., December 31,
Greenbelt every 11 years
Legaspi Village, Makati city 311,144.15 2023
G/F Grand Soho Central,
November 15,
Greenfield District Greenfield District, Shaw Blvd., every 10 years
146,514.35 2020
Mandaluyong City
Ortigas Ave. near cor. Wilson
Greenhills April 30, 2019 every 5 years
St., San Juan, Metro Manila 427,550.57
GSIS Main Office Financial
GSIS May 30, 2019 every 1 years
Center, Pasay City 159,248.55
Unit 101, Gr Fl Singapore
January 01,
H.V. Dela Costa Airlines House, H. V. dela every 8 years
156,982.75 2019
Costa St., Salcedo Vill., Makati
Villanueva Bldg., Iznart St., August 31,
Iloilo - Iznart North every 5 years
Iloilo City 90,000.00 2023
G/F Melta Building, Aguinaldo
December 31,
Imus Hi-way cor. Sampaguita every 2 years
120,000.00 2019
Village, Imus, Cavite
G/F, Insular Life Bldg., Ayala
August 19,
Insular Ayala-Paseo Avenue corner Paseo De Roxas, every 5 years
1,123,500.00 2022
Makati City
Gr. Floor, BF Condominium
Intramuros Bldg., A. Soriano Jr., Avenue, July 31, 2019 every 8 years
246,930.48
Intramuros, Manila
731 J.P.Rizal Street., Makati November 20,
J. P. Rizal every 5 years
City 75,600.00 2022
Centerpoint Condominium,
Dona Julia Vargas Ave. cor. February 28,
Julia Vargas every 10 years
Garnet St. Ortigas Center, Pasig 154,222.64 2022
city
357 Rizal Ave. Ext. Grace Park, March 30,
Kalookan every 10 years
Kalookan City 224,999.80 2023
Gr. Floor, TDS Bldg., No. 72 November 30,
Kamias every 10 years
Kamias Road, Quezon City 91,207.68 2021
335 Katipunan Avenue, Loyola January 15,
Katipunan every 5 years
Heights, Quezon City 200,436.00 2019
G/F, 365 Plaza Building, Brgy
Laoag - San Nicolas May 31, 2022 every 15 years
1, San Nicolas, Ilocos Norte 78,880.50
M. L. Quezon National
Lapu - Lapu National February 28,
Highway, Pusok, Lapu-Lapu every 9 years
Highway 66,852.33 2020
City
G/F, Unit 1, SMC Bldg.,
November 15,
Legazpi City Landco Business Park, Brgy. every 5 years
87,360.00 2021
Capatawan, Legazpi City
GF Cluster El Dorado,
Libertad December 31,
California Garden Square, every 5 years
Mandaluyong 160,099.74 2019
Libertad, Mandaluyong City
184-B E. Rodriguez Jr. Ave., December 31,
Libis C5 Qc every 2 years
Bagumbayan, Quezon City 178,366.32 2019

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 82


Unit GC-R04 and GC-R05, The
Outlets, LIMA Technological
Lima June 30, 2023 every 5 years
Center, Special Economic Zone, 119,310.00
Malvar, Lipa City
B. Morada Avenue, Lipa City,
Lipa City April 30, 2020 every 8 years
Batangas 151,940.00
G/F Medical Arts Building, Our
Lady of Lourdes Hospital, No. March 31,
Lourdes Hospital every 11 years
46, P. Sanchez St., Sta Mesa, 70,000.18 2022
Manila
One People Square Business
Lucena Center M.L. Tagarao cor. May 13, 2022 every 10 years
160,948.50
Granja Street, Lucena City
GF Maga Center, Paseo De
December 15,
Magallanes Magallanes, Magallanes, Makati every 5 years
49,200.00 2019
City
Makati Avenue corner Durban December 31,
Makati Avenue every 15 years
St., Makati City 555,949.68 2021
G/F, Amorsolo Wing, Makati
Makati Medical Medical Center, No. 2
July 31, 2019 every 7 years
Center Amorsolo Street, Salcedo 82,214.90
Village, Makati City
Gov. Pascual Avenue cor. River September 05,
Malabon every 5 years
St., Malabon, Metro Manila 83,068.87 2023
G/F Marioco Building, 1945 M. October 15,
Malate every 5 years
Adriatico St., Malate, Manila 219,727.04 2019
No. 295, Maysan Road, Paso de
Malinta July 16, 2023 every 5 years
Blas, Valenzuela City 133,099.20
G/F PICPA Bldg., 700 Shaw January 31,
Mandaluyong every 10 years
Blvd, Mandaluyong city 237,923.33 2021
Gr. Floor, Khuz'ns Bldg., North December 31,
Mandaue North every 10 years
Hi-way, Estancia, Mandaue City 105,344.64 2021
WRC 2 Bldg. # 47 Gil Fernando
Ave. former A. Tuazon St. March 17,
Marikina every 10 years
Midtown Subdivision II Brgy. 73,513.73 2023
San Roque Marikina City
911-913 Masangkay St., September 15,
Masangkay every 6 years
Binondo, Manila 150,001.38 2019
Gr. Floor, One Masangkay
Place, No. 1420 Masangkay
Mayhaligue June 30, 2022 every 5 years
near cor. Mayhaligue St., Sta. 176,093.84
Cruz Manila
G/F, ACI Bldg., 178 Mayon
January 31,
Mayon (Retiro) Street, Sta Mesa Heights Brgy. every 5 years
90,000.30 2022
Maharlika, Quezon City
Unit 1A and 1B Two World
December 31,
McKinley Hill Square, McKinley Hill, Taguig every 8 years
456,500.00 2022
City
Lower G/F, Robinsons Cyber
Sigma Building, Lawton
McKinley West July 07, 2022 every 5 years
Avenue, Bonifacio South, 87,032.00
Taguig City
The Medical Arts Tower,
Medical City May 31, 2019 every 5 years
Medical City Hospital, Ortigas 133,100.00

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 83


Avenue, Pasig city

Gr. Floor, Marian Bldg.,


December 31,
Meycauayan McArthur Hi-way, Calvario, every 12 years
161,337.60 2023
Meycauayan, Bulacan
Ground Floor Multinational
Multinational December 15,
Bancorporation Center, Ayala every 5 years
Bancorp 72,232.94 2022
Avenue, Makati City
12 National Road, Putatan, September 30,
Muntinlupa every 5 years
Muntinlupa city 104,186.00 2021
G/F Prime Days Hotel Bldg.
Naga City April 30, 2019 every 4 years
Panganiban Drive, Naga City 109,974.80
807-817 M. Naval St., Navotas,
Navotas May 31, 2021 every 5 years
Metro Manila 134,009.42
GF Star Cruises Centre,
January 31,
Newport City Newport City, Andrew Avenue, every 4 years
490,776.00 2019
Pasay City
21 San Miguel Ave., Ortigas
Ortigas (San Miguel) May 31, 2023 every 10 years
Center, Pasig City 197,307.04
December 31,
Pagadian City Rizal Ave., Pagadian City every 5 years
108,021.80 2019
GF Mel-Vi Bldg., Olongapo-
Pampanga Gapan Road, Dolores, City of May 31, 2023 every 10 years
153,930.00
San Fernando, Pampanga
1763 Paz M. Guazon St., Paco,
Pandacan May 31, 2021 every 10 years
Manila 190,826.68
Parañaque (La Quirino Ave. corner V. Medina March 31,
every 5 years
Huerta) St., La Huerta, Parañaque 94,040.64 2022
November 30,
Pasay (Taft) along Taft Avenue, Pasay City every 10 years
116,349.70 2020
No. 912 Pasay Road, San
Pasay Road April 14, 2023 every 5 years
Lorenzo Village, Makati City 242,020.00
G/F SkyFreight Center, Ninoy
Aquino Avenue corner Pascor December 31,
Pascor Drive every 5 years
Drive, Brgy Sto Nino, 95,917.50 2020
Paranaque City
G/F 111 Paseo De Roxas Bldg.
Paseo De Roxas 111 Paseo De Roxas, Legazpi May 31, 2023 every 5 years
202,572.00
Village, Makati City
G/F Southern Luzon Medical December 31,
Paseo De Sta. Rosa every 5 years
Center, Sta. Roxa City, Laguna 88,200.00 2022
131-133 Shaw Boulevard, Pasig January 31,
Pasig - Shaw every 15 years
City 173,416.06 2021
G/F JTKC Building, Pasong
Pasong Tamo - JTKC July 31, 2019 every 6 years
Tamo, Makati City 401,715.28
Pasong Tamo G/F Priscilla 100 Bldg., 2297 October 02,
every 5 years
Extension Pasong Tamo Ext., Makati City 353,202.95 2019
G/F Greenbelt Mansion, 106
October 15,
Perea Perea St., Legaspi Village, every 5 years
221,530.40 2019
Makati City
Prince Bldg., 117 Rada St,
Rada May 31, 2022 every 5 years
Legaspi Village, Makati City 200,466.00

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 84


MGCPI Compound, Brgy October 14,
Reina Mercedes - every 6 years
Nappaccu, Reina Mercedes 2019
G/F Renaissance Center, February 28,
Renaissance every 4 years
Meralco Ave., Pasig City 201,359.00 2019
Golden Rock Bldg., 168
February 28,
Salcedo Salcedo St., Legaspi Village, every 10 years
197,838.71 2021
Makati City
3M Bldg., MacArthur Highway,
San Fernando San Agustin, San Fernando, May 31, 2023 every 5 years
42,000.00
Pampanga
G/F, Nisce Business Center,
San Fernando La November 30,
Quezon Avenue, City of San every 5 years
Union 70,030.00 2023
Fernando, La Union
along Maharlika Highway,
Santiago July 31, 2023 every 12 years
Santiago, Isabela 70,542.77
Chipeco Bldg., Shaw Blvd December 31,
Shaw Pasig every 8 years
corner Meralco Ave. Pasig City 147,000.00 2019
1148 Topsco Building, Soler
Soler May 31, 2020 every 5 years
Street, Binondo, Manila 65,155.65
Quezon Ave. cor. Sct. Albano December 31,
South Triangle every 8 years
St., Quezon City 273,329.07 2019
G/F, SSS Main Building, East
SSS East Avenue May 13, 2019 every 4 years
Avenue, Quezon City 73,480.10
Unit T1G1 G/F Tower 1, St.
St. Francis Shangri- Francis Shangri-La Place, Shaw October 14,
every 5 years
La Place Boulevard cor. St. Francis St. 248,406.50 2020
Mandaluyong City
G/F St. Luke's Medical City
St. Lukes' Hospital - Center located at 279 E.
July 07, 2019 every 8 years
E. Rodriguez Rodriguez, Sr. Boulevard, 24,836.38
Quezon City.
Poblacion St., Barangay II, Sta. October 31,
Sta. Rosa every 11 years
Rosa, Laguna 98,440.00 2023
Ground Floor, Elements
September 30,
Sto Domingo Building, 560 Quezon Avenue, every 5 years
181,340.00 2023
Quezon City
Units LG 01, 02, 06 Burke
February 28,
Sto. Cristo Plaza, Sto Cristo cor San every 15 years
247,259.89 2021
Fernando Sts , Binondo Manila
Manila Ave. cor Dewey Ave.
Subic Canal Road, Subic Bay - July 31, 2037 every 33 years
Freeport Zone, Zambales City
JAKA Plaza, Dr. A. Santos Ave, October 28,
Sucat JAKA Plaza every 5 years
Parañaque City 123,632.87 2020
625 T. Alonzo St., Sta. Cruz, November 14,
T. Alonzo every 5 years
Manila 177,031.29 2020
G/F, Tacloban Plaza Bldg.,
Tacloban City Justice Romualdez St., Tacloban June 30, 2021 every 5 years
93,312.00
City
GO1 & LG1, The Kassel
Condominium, No. 2625 Taft September 30,
Taft Avenue every 7 years
Avenue near cor. Vito Cruz St., 98,398.31 2019
Malate, Manila

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 85


G/F, Tagaytay Prime
Residences, Tagaytay-Calamba December 16,
Tagaytay every 5 years
Road, Tagaytay Prime Rotunda, 55,287.36 2020
Brgy San Jose, Tagaytay City
CPG Avenue, Tagbilaran, Bohol October 01,
Tagbilaran every 5 years
City 97,268.22 2022
Jaral Bldg. McArthur Ave. cor. February 28,
Tarlac every 5 years
Juan Luna St., Tarlac, Tarlac 147,969.90 2022
G/F PSE Center, Ortigas September 30,
Tektite every 4 years
Complex, Pasig City 851,397.95 2021
Cabrera Building II. 64 Timog February 23,
Timog every 8 years
Ave, Quezon City 315,180.91 2020
T. Morato cor. Sct. Lozano, November 30,
Tomas Morato every 5 years
Quezon City 227,012.50 2019
#106 Bonifacio
Tuguegarao April 30, 2019 every 6 years
Street,Tuguegarao City 86,821.88
M.H. del Pilar corner M.
December 31,
UN Avenue Guerrero Streets, U.N. Avenue, every 6 years
250,228.00 2019
Ermita, Manila
Km 12 McArthur Hi-way,
Valenzuela - Fatima May 14, 2019 every 1 years
Marulas, Valenzuela 183,450.00
Le Grand Condominium, 130
Valero Valero St., Salcedo Village, July 31, 2020 every 3 years
240,975.00
Makati City
G/F Antel Platinum Tower, 154
Valero - Antel
Valero Street, Salcedo Village, May 15, 2022 every 5 years
Platinum 382,945.50
Makati City
Vertex One - San Space 12 & 13, Vertex One December 31,
every 6 years
Lazaro building, San Lazaro, Manila 161,794.50 2019
Jose Singson St., Vigan, Ilocos August 29,
Vigan every 5 years
Sur 102,189.70 2021
Kingswood Arcade, Vito Cruz
January 30,
Vito Cruz St. corner Pasong Tamo St., every 15 years
84,312.73 2021
Makati City
6 Shaw Blvd. corner Laurel St., December 31,
Wack - Wack every 5 years
Mandaluyong City 180,261.68 2019
March 31,
West Avenue 27-A West Ave., Quezon City every 5 years
117,942.50 2022
#91 West Ave. Brgy Bungad,
West Avenue - Baler May 31, 2023 every 10 years
Quezon City 134,252.67
Rodeo Bldg., Km. 18 West
West Service Road Service Road, South Luzon July 31, 2022 every 5 years
103,700.05
Expressway, Parañaque City
330 Sen. Gil J. Puyat Ave., September 30,
World Center every 7 years
Makati City 193,525.50 2019
G/F ZAEC Bldg. Mayor Jaldon
September 29,
Zamboanga City Street cor. Governor Alvarez St. every 5 years
124,105.02 2019
Zamboanga City
28 Doña Soledad Ave., Better
December 31,
Bicutan Living Subd., Bicutan, every 8 years
161,832.14 2022
Paranaque City
Golden Mile Business Park,
Biñan-Carmona National Highway, Brgy. Brgy. June 30, 2020 every 5 years
125,910.00
Maduya, Carmona, Cavite

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 86


Boni Avenue cor. Ligaya St., December 05,
Boni Avenue every 10 years
Mandaluyong City 154,842.48 2021
Congressional Ave. Ext. near
Congressional
cor. Mindanao Avenue, Quezon April 15, 2019 every 1 years
Extension 350,000.00
City
Aguinaldo Hi-way cor.
November 30,
Dasmariñas Cavite Congressional Avenue, every 5 years
113,654.03 2019
Dasmariñas, Cavite
Quirino Avenue cor San Pedro September 30,
Davao - Quirino every 5 years
St., Davao City 123,738.00 2019
345 Del Monte Avenue corner
March 31,
Del Monte Avenue Banawe St., Brgy Manresa, every 5 years
220,500.08 2021
Quezon City
Garden Area, Manila
International Container March 21,
ICTSI - Port Area every 5 years
Terminal, MICT South Access 30,180.00 2022
Road, Port Area, Manila
Alabang-Zapote Rd. cor.
Las Piñas - Pamplona May 31, 2021 every 10 years
Crispina Avenue, Las Piñas City 265,357.76
Muñoz Market, EDSA, Quezon March 20,
Muñoz every 51 years
City 3,878.42 2022
854 Quirino Hiway, Gulod,
Novaliches July 31, 2019 every 7 years
Novaliches, Quezon City 202,971.60
244 Roosevelt Avenue, San
Roosevelt Francisco del Monte, Quezon June 30, 2020 every 5 years
176,729.28
City
National Highway, near cor.
December 31,
San Pedro Cataquiz Avenue, Brgy. every 3 years
159,620.00 2020
Landayan, San Pedro, Laguna
Unit G2 of Antel Residences, September 30,
Antel Residences every 10 years
Makati Avenue, Makati City 128,054.52 2021

City Savings Bank

Monthly Expiration of Term of


Branch Name Address
Rental Lease Renewal
P. Rodriguez St., Brgy. Cogon, Aug. 1, 2016 to
Bogo July 31, 2021
Bogo Cebu 6010 24,640.00 July 31, 2021
Bonifacio (Mckinley St.), Roxas June 1, 2018 -
Roxas May 31, 2019
City 34,574.40 May 31, 2019
July 1, 2018 -
June 30, 2019
84,263.97 June 30, 2019
TS Fashion Bldg., Corrales July 1, 2019 -
Cagayan de Oro June 30, 2020
Ave., Cagayan De Oro City 89,319.81 June 30, 2020
July 1, 2020 -
June 30, 2021
94,679.00 June 30, 2021
March 31, April 1, 1998 to
Balamban ES Binghay St., Balamban Cebu
15,664.68 2023 March 31, 2023
Units 4-6 722 Metropolis
May 2019 -
Towers, Brgy. Mandalagan April 2020
Bacolod 138,999.01 April 2020
Bacolod City
April 2021 May 2020 -

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 87


145,948.96 April 2021
May 2021 -
April 2022
153,246.41 April 2022
Salcor Bldg., Rosales Blvd.,
March 31, April 1, 2018 -
Calbayog Calbayog City Western Samar
71,411.27 2019 March 31, 2019
6710
March 31, April 1, 2019 -
75,695.95 2020 March 31, 2020
March 31, April 1, 2020 -
80,237.71 2021 March 31, 2021
March 31, April 1, 2021 -
85,051.97 2022 March 31, 2022
March 31, April 1, 2022 -
90,155.09 2023 March 31, 2023
November 1,
Door 1-4 PNRC Bldg., Roxas October 31,
Davao 2018 - October
Avenue, Davao Del Sur 150,094.31 2019
31, 2019
November 1,
October 31,
2019 - October
157,599.03 2020
31, 2020
November 1,
October 31,
2020 - October
165,478.98 2021
31, 2021
November 1,
October 31,
2021 - October
173,752.93 2022
31, 2022
Door # 5, YPL Bldg., Salazar Nov. 1, 2018 -
Tacloban Oct. 31, 2019
St., Tacloban City 113,115.40 Oct. 31, 2019
Nov. 1, 2019 -
Oct. 31, 2020
118,771.16 Oct. 31, 2020
143 Esperanza Building, March 31, April 1, 2014 -
Iloilo
General Luna Street, Iloilo City 92,736.00 2019 March 31, 2019
Door 2-5, Sweet Lady Bldg., January 1, 2019
December 31,
Tanjay Legaspi St., Barangay Poblacion - December 31,
36,842.11 2024
8, Tanjay, Negros Oriental 2024
Ground Floor Rogelio Building
August 1, 2018
Ubay Colonel Marciano Garces Street July 31, 2023
40,000.00 - July 31, 2023
Poblacion, Ubay, Bohol
March 1, 2018 -
PL J Bldg. Apokon Road, February 28,
Tagum February 28,
Tagum City 8100 103,041.00 2019
2019
March 1, 2019 -
February 28,
February 28,
108,193.04 2020
2020
March 1, 2020 -
February 28,
February 28,
113,602.70 2021
2021
March 1, 2021 -
February 28,
February 28,
119,282.83 2022
2022
March 1, 2022 -
February 28,
February 28,
125,246.98 2023
2023

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 88


cor. Mangkaw and Concepcion
Sogod, Southern March 1, 2018 -
Sts. Zone 1, Sogod Southern July 31, 2020
Leyte 50,000.00 July 31, 2020
Leyte
WPT Building Esperanza
July 14, 2018 -
Carcar Village Awayan Poblacion Iii, July 15, 2019
87,039.47 July 15, 2019
Carcar City, Cebu
July 14, 2019 -
July 15, 2020
92,261.84 July 15, 2020
July 14, 2020 -
July 15, 2021
97,797.55 July 15, 2021
January 1, 2019
STP Bldg., Aviles St., Ormoc December 31,
Ormoc - December 31,
City , Leyte 126,588.66 2024
2024
December 1,
CR Building Units#1,2,5,6 & 7,
November 30, 2018 -
Antique T.A. Fornier St., San Jose,
67,020.40 2019 November 30,
Antique
2019
December 1,
November 30, 2019 -
67,020.40 2020 November 30,
2020
December 1,
November 30, 2020 -
70,371.42 2021 November 30,
2021
December 1,
November 30, 2021 -
73,889.99 2022 November 30,
2022
December 1,
November 30, 2022 -
77,584.49 2023 November 30,
2023
LM Bldg., cor. Guanzon &
Kabankalan, Negros March 31, April 1, 2018 -
Azcona St. Kabankalan City
Occidental 27,830.00 2023 March 31, 2023
Neg. Occ.
Unit 3 & 4 Citybridge Plaza,
March 31, April 1, 2018 -
Mandaue AC Cortes Avenue cor. P.
110,514.60 2019 March 31, 2019
Burgos St., Mandaue City, Cebu
March 31, April 1, 2019 -
116,040.33 2020 March 31, 2020
March 31, April 1, 2020 -
121,842.35 2021 March 31, 2021
Door 2, 3 & 4 Heritage Bldg. March 01, 2018
San Carlos, Negros February 28,
FC Ledesma Ave. San Carlos - February 28,
Occidental 37,732.01 2019
City Neg. Occ. 6127 2019
Camara Bldg., 1305 Bonifacio
Catarman, Northern June 1, 2018 -
cor. Garcia St. Brgy. Mabolo, May 31, 2019
Samar 68,827.00 May 31, 2019
Catarman, Northern Samar
June 1, 2019 -
May 31, 2020
72,268.35 May 31, 2020
June 1, 2020 -
May 31, 2021
75,881.77 May 31, 2021

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 89


June 1, 2021 -
May 31, 2022
79,675.86 May 31, 2022
June 1, 2022 -
May 31, 2023
83,659.65 May 31, 2023
Andenson Building 1, Brgy. March 7, 2018 -
Calamba March 6, 2019
Parian, Calamba City, Laguna 111,804.00 March 6, 2019
March 7, 2019 -
March 6, 2020
122,984.40 March 6, 2020
2/F Andenson Building 1, Brgy. June 15, 2019 -
March 6, 2020
Parian, Calamba City, Laguna 34,435.63 March 6, 2020
G/F Eros Bldg. Dr. V. Locsin & January 1, 2019
January 1,
Dumaguete Real Sts.Poblacion 8, - January 1,
129,654.00 2020
Dumaguete City 6200 2020
Basement 1 00184 Robinsons
July 1, 2018 -
Ortigas Galleria Edsa corner Ortigas June 30, 2019
770.00 June 30, 2019
Avenue, Quezon City
July 1, 2019 -
June 30, 2020
808.50 June 30, 2020
July 1, 2020 -
June 30, 2021
850.00 June 30, 2021
July 1, 2021 -
June 30, 2022
892.50 June 30, 2022
JRC Bldg., Real St., Brgy. November 1,
October 31,
Borongan Songco, Borongan Eastern 2018 - October
51,036.79 2019
Samar 6800 31, 2019
November 1,
October 31,
2019 - October
53,532.63 2020
31, 2020
Pestaño Commercial Building, January 1, 2018
December 31,
Leganes Doors 4,5&6, Poblacion, - December 31,
57,702.96 2019
Leganes, Iloilo 5000 2019
January 1, 2019
December 31,
- December 31,
61,742.17 2020
2020
January 1, 2020
December 31,
- December 31,
66,064.12 2021
2021
G/F Cruzadel Bldg., Archbishop
March 31, April 1, 2019 -
Kalibo Reyes St., Poblacion, Kalibo,
44,210.53 2020 March 31, 2020
Aklan
March 31, April 1, 2020 -
46,421.05 2021 March 31, 2021
March 31, April 1, 2021 -
48,742.10 2022 March 31, 2022
March 31, April 1, 2022 -
51,179.21 2023 March 31, 2023
Unit 102 Suburbia Commercial
San Fernando, Center, Mc. Arthur Highway, March 31, April 1, 2019 -
Pampanga Maimpis, City of San Fernando, 101,462.13 2020 March 31, 2020
Pampanga
March 31, April 1, 2020 -
101,462.13 2021 March 31, 2021

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 90


Kenny Plaza, Quezon Ave., March 1, 2017 -
February 29,
La Union Catbangen, San Fernando City, February 29,
90,105.26 2022
La Union 2022
Ground Floor ML Tagarao St., May 21, 2018 -
Lucena City May 20, 2019
Brgy. 5, Lucena City 105,019.73 May 20, 2019
May 21, 2019 -
May 20, 2020
110,270.72 May 20, 2020
Units 32 - 35 Commercial D February 1,
January 31,
Legazpi City Grand Terminal - Legazpi Bus 2014 - January
103,272.96 2019
Terminal, Legazpi City 4500 31, 2019
October 5, 2018
1NK Centre Gen. Luna St. October 4,
Lipa City - October 4,
Sabang Lipa City 81,346.50 2019
2019
October 5, 2019
October 4,
- October 4,
85,413.82 2020
2020
October 5, 2020
October 4,
- October 4,
89,684.51 2021
2021
October 5, 2021
October 4,
- October 4,
94,168.73 2022
2022
Rudel Bldg., Perez Blvd. corner June 1, 2018 -
Dagupan City May 31, 2019
Guilig St., Dagupan City 67,032.00 May 31, 2019
June 1, 2019 -
May 31, 2020
67,032.00 May 31, 2020
June 1, 2020 -
May 31, 2021
70,383.60 May 31, 2021
701 Paco Roman Street,
Dec. 4, 2018 -
Cabanatuan City Dimasalang Cabanatuan City, Dec. 4, 2019
69,091.94 Dec. 4, 2019
Nueva Ecija
Dec. 4, 2019 -
Dec. 4, 2020
72,546.54 Dec. 4, 2020
Dec. 4, 2020 -
Dec. 4, 2021
76,173.87 Dec. 4, 2021
Dec. 4, 2021 -
Dec. 4, 2022
79,982.56 Dec. 4, 2022
December 8,
Plaza De Oro Arcade Mc Arthur
December 7, 2018 -
Tarlac City Highway Poblacion 2, Tarlac
100,060.48 2019 December 7,
City
2019
December 8,
December 7, 2019 -
105,063.50 2020 December 7,
2020
December 8,
December 7, 2020 -
110,316.67 2021 December 7,
2021
December 8,
December 7, 2021 -
115,832.51 2022 December 7,
2022

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 91


Dianne Building 746 Rizal November 1,
October 31,
Caloocan City Avenue Extension Grace Park 2018 - October
220,800.00 2019
Caloocan City 31, 2019
November 1,
October 31,
2019 - October
236,256.00 2020
31, 2020
November 1,
October 31,
2020 - October
252,793.92 2021
31, 2021
November 1,
October 31,
2021 - October
270,489.49 2022
31, 2022
Ground Floor Trece Grande
Building, Brgy. 19, #187 J.P. March 3, 2019 -
Laoag City March 2, 2020
Rizal cor. Samonte St. Laoag 78,732.92 March 2, 2020
City, Ilocos Norte
March 3, 2020 -
March 2, 2021
82,669.56 March 2, 2021
L5 B94 Gov. Drive, Metrogate, January 1, 2019
December 31,
Dasma City, Cavite Subd., Dasmariñas, Cavite - December 31,
52,800.00 2019
4114 2019
January 1, 2020
December 31,
- December 31,
52,800.00 2020
2020
January 1, 2021
December 31,
- December 31,
52,800.00 2021
2021
January 1, 2022
December 31,
- December 31,
58,080.00 2022
2022
January 1, 2023
December 31,
- December 31,
58,080.00 2023
2023
Erlinda Navarro Bldg., Rivero
Vigan City, Ilocos May 1, 2018 -
St., Barangay VIII,Vigan April 30, 2019
Sur 97,240.50 April 30, 2019
City,Ilocos Sur
May 1, 2019 -
April 30, 2020
102,102.52 April 30, 2020
G/F Phil. National Red Cross
Olongapo City, July 1, 2018 -
Bldg. Magsaysay Street June 30, 2019
Zambales 111,157.89 June 30, 2019
Olongapo City Zambales
July 1, 2019 -
June 30, 2020
111,157.89 June 30, 2020
July 1, 2020 -
June 30, 2021
116,715.79 June 30, 2021
July 1, 2021 -
June 30, 2022
122,551.58 June 30, 2022
July 1, 2022 -
June 30, 2023
128,679.16 June 30, 2023
March 1, 2019 -
Mati City, Davao Andrada Bldg. No. 56 Rizal St. February 28,
February 28,
Oriental Mati City, Davao Oriental 55,362.26 2020
2020
February 28, March 1, 2020 -
58,130.37 2021 February 28,

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 92


2021

March 1, 2021 -
February 28,
February 28,
61,036.90 2022
2022
March 1, 2022 -
February 28,
February 28,
64,088.74 2023
2023
Naga City, Door No. 44 & 45, CBD II May 01, 2018 -
April 30, 2019
Camarines Sur Terminal, Triangulo, Naga City 62,233.92 April 30, 2019
May 01, 2019 -
April 30, 2020
62,233.92 April 30, 2020
May 01, 2020 -
April 30, 2021
65,345.61 April 30, 2021
May 01, 2021 -
April 30, 2022
68,612.89 April 30, 2022
May 01, 2022 -
April 30, 2023
72,043.53 April 30, 2023
Unit No. 6,7 & 8 USPD Bldg.
Digos City, Davao May 01, 2018 -
Rizal Avenue Zone III Digos April 30, 2019
del Sur 93,767.63 April 30, 2019
City, Davao Del Sur
May 01, 2019 -
April 30, 2020
93,767.63 April 30, 2020
May 01, 2020 -
April 30, 2021
98,456.02 April 30, 2021
May 01, 2021 -
April 30, 2022
103,378.82 April 30, 2022
May 01, 2022 -
April 30, 2023
108,547.77 April 30, 2023
Unit 18 & 19 Honaco
Urdaneta City, March 31, April 01, 2019 -
Commercial Bldg. Nancayasan
Pangasinan 77,262.79 2020 March 31, 2020
Urdaneta City, Pangasinan
March 31, April 01, 2020 -
81,125.92 2021 March 31, 2021
March 31, April 01, 2021 -
85,182.22 2022 March 31, 2022
March 31, April 01, 2022 -
89,441.33 2023 March 31, 2023
September 01,
Sitio Ilog Pugad, National August 31,
Taytay 2018 - August
Road,San Juan,Taytay,Rizal 94,150.74 2019
31, 2019
September 01,
August 31,
2019 - August
98,858.28 2020
31, 2020
September 01,
August 31,
2020 - August
108,744.10 2021
31, 2021
Units 11-13 No. 1 Rizal St. September 01,
Tuguegarao City, August 31,
corner College Avenue, 2018 - August
Cagayan 77,792.40 2019
Tuguegarao City, Cagayan 31, 2019

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 93


October 01,
G/F Insular Life Bldg., Abanao
September 30, 2018 -
Baguio City corner Legarda St., Baguio City,
132,128.64 2019 September 30,
Benguet
2019
October 01,
September 30, 2019 -
141,377.04 2020 September 30,
2020
October 01,
September 30, 2020 -
151,273.92 2021 September 30,
2021
October 01,
September 30, 2021 -
161,862.96 2022 September 30,
2022
October 01,
September 30, 2022 -
173,192.88 2023 September 30,
2023
R-V Sabangan Building, Door
1-4, 500 Susano Road, Hilcrest March 31, April 1, 2014 -
Caloocan North
Village, Camarin, Caloocan 32,800.00 2019 March 31, 2019
City
Parkway Mall, Km. 3, Barangay
June 12, 2014 -
Surigao City Luna, Surigao City, Surigao Del June 11, 2019
60,480.00 June 11, 2019
Norte
Insular Life Building, Maharlika May 1, 2014 -
Santiago City, Isabela April 30, 2019
Highway, Santiago City, Isabela 42,022.40 April 30, 2019
Ismael Elloso Street, corner JC
May 15, 2018 -
Butuan City Aquino Avenue And Imadejas May 14, 2019
67,020.40 May 14, 2019
Subdivision, Butuan City
Unit # 5 And 6, Puregold Sept. 09, 2018 -
Calapan City, September 08,
Building, Brgy. Camilmil, September 08,
Oriental Mindoro 99,222.26 2019
Calapan City, Oriental Mindoro 2019
# 3 G. Fernando Avenue, San July 05, 2018 -
Marikina, NCR June 05, 2019
Roque, Marikina City 114,785.44 June 05, 2019
September 29,
48 Gen. Alfredo Santos Ave., September 28, 2018 -
Taguig City, NCR
Lower Bicutan, Taguig City 60,927.63 2019 September 28,
2019
Sept. 29, 2018 -
National Road, Brgy. Malinis September 28,
Lemery, Batangas September 28,
4209, Lemery, Batangas 48,742.11 2019
2019
August 23, 2018
A. Bonifacio Street, Brgy. August 22,
Gumaca, Quezon - August 22,
Tabing Dagat, Gumaca, Quezon 14,010.53 2019
2019
August 23, 2019
August 22,
- August 22,
15,411.58 2020
2020
August 23, 2020
August 22,
- August 22,
16,952.74 2021
2021

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 94


August 23, 2021
August 22,
- August 22,
18,648.01 2022
2022
August 23, 2022
August 22,
- August 22,
20,512.81 2023
2023
August 23, 2023
August 22,
- August 22,
22,564.09 2024
2024
Alabang-Zapote Road, corner
June 1, 2018 -
Las Piñas City, NCR Crispina Avenue, Pamplona, May 31, 2019
131,348.75 May 31, 2019
Laspinas, Metro Manila
June 1, 2019 -
May 31, 2020
137,916.18 May 31, 2020
June 1, 2020 -
May 31, 2021
144,812.00 May 31, 2021
807 To 817 M. Naval St., June 1, 2018 -
Navotas City, NCR May 31, 2019
Navotas, Metro Manila 56,851.07 May 31, 2019
June 1, 2019 -
May 31, 2020
59,693.63 May 31, 2020
June 1, 2020 -
May 31, 2021
62,678.30 May 31, 2021
October 15,
P. Guevarra St., Poblacion October 14,
Sta. Cruz, Laguna 2018 - October
Brgy. IV, Santa Cruz, Laguna 79,205.93 2019
14, 2019
November 17,
G/F RL Building Mcarthur
November 17, 2018 -
Marilao, Bulacan Highway Abangan Norte,
52,093.13 2019 November 17,
Marilao Bulacan
2019
December 25,
Santiago Blvd., Brgy.
December 25, 2018 -
General Santos Dadiangas South, General
89,443.20 2019 December 25,
Santos City
2019
December 9,
AD Reyes Building - 1461
December 8, 2018 -
Sorsogon City Magsaysay St. Brgy. Salog,
93,024.60 2019 December 8,
Sorsogon City
2019
Unionbank Bldg. Unit 1-A
February 5,
Puerto Prinsesa, Brgy. Maningning Rizal February 4,
2019 - February
Palawan Avenue, Puerto Princesa City, 56,484.34 2020
4, 2020
Palawan 5300
G/F Unit - 1,2,3 Lemon Grass
March 4, 2019 -
Bacoor, Cavite Building Lot-3 Tirona Highway March 3, 2020
41,674.50 March 3, 2020
Habay 1, Bacoor Cavite
Mario Salvador Building,
San Jose, Nueva Maharlika Highway Brgy. March 31, April 1, 2019 -
Ecija Malasin San Jose City, Nueva 101,581.58 2020 March 31, 2020
Ecija
Dalisay Bldg., Quirino
San Jose Del Monte, April 13, 2018 -
Highway, Brgy. Maharlika, San April 12, 2019
Bulacan 84,664.05 April 12, 2019
Jose Del Monte City, Bulacan
April 13, 2019 -
April 12, 2020
88,897.25 April 12, 2020

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 95


G/F Diamond Spring Hotel, 192
Mcarthur Highway, Brgy. April 7, 2018 -
Angeles, Pampanga April 6, 2019
Balibago Angeles City, 105,560.58 April 6, 2019
Pampanga
April 7, 2019 -
April 6, 2020
110,838.60 April 6, 2020
April 7, 2020 -
April 6, 2021
116,380.53 April 6, 2021
April 7, 2021 -
April 6, 2022
122,199.54 April 6, 2022
April 7, 2022 -
April 6, 2023
128,309.51 April 6, 2023
April 7, 2023 -
April 6, 2024
134,724.99 April 6, 2024
April 7, 2024 -
April 6, 2025
141,461.23 April 6, 2025
389 Mcarthur Highway, Malinta March 31, April 1, 2019 -
Valenzuela City
Valenzuela City 129,654.00 2020 March 31, 2020
G/F Central Plaza Mall, Central
Daet, Camarines May 1, 2018 -
Plaza Complex, Brgy. Lag-On, April 30, 2019
Norte 84,672.00 April 30, 2019
Daet, Camarines Norte
May 1, 2019 -
April 30, 2020
88,905.60 April 30, 2020
G/F Highway 1, San Miguel, June 13, 2018 -
Iriga, Camarines Sur June 12, 2019
Iriga City 67,872.00 June 12, 2019
June 13, 2019 -
June 12, 2020
71,265.60 June 12, 2020
G/F Ongtao Building, JP Rizal
Solano, Nueva May 1, 2018 -
Ave. cor. Burgos St., Solano, April 30, 2019
Viscaya 63,525.00 April 30, 2019
Nueva Viscaya
May 1, 2019 -
April 30, 2020
69,877.50 April 30, 2020
F&N Building, San Francisco
Pagadian, May 1, 2018 -
District, Pagadian City, April 30, 2019
Zamboanga Del Sur 75,222.06 April 30, 2019
Zamboanga Del Sur
May 1, 2019 -
April 30, 2020
79,735.37 April 30, 2020
1880 Espana Gallery Building,
San Diego and Quintos Sts., cor. May 28, 2018 -
España, Manila May 27, 2019
España Blvd., Sampaloc, 185,220.00 May 27, 2019
Manila
May 28, 2019 -
May 27, 2020
194,481.00 May 27, 2020
Ushio Plaza V Honorio Lopez June 10, 2018 -
Tondo, Manila June 9, 2019
Blvd., Tondo, Manila 82,687.50 June 9, 2019
June 10, 2019 -
June 9, 2020
86,821.87 June 9, 2020
Lebrilla Ang Building - Burgos
San Jose, Occidental St., corner Rizal St., Brgy. July 1, 2018 -
June 30, 2019
Mindoro Poblacion 1 San Jose, 66,315.78 June 30, 2019
Occidental Mindoro

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 96


July 1, 2019 -
June 30, 2020
69,631.57 June 30, 2020
General Luna St. Poblacion 39, August 1, 2018
Infanta, Quezon July 31, 2019
Infanta, Quezon 17,407.89 - July 31, 2019
August 1, 2019
July 31, 2020
18,278.29 - July 31, 2020
August 1, 2020
July 31, 2021
19,192.21 - July 31, 2021
August 1, 2021
July 31, 2022
20,151.82 - July 31, 2022
August 1, 2022
July 31, 2023
21,159.41 - July 31, 2023
August 1, 2023
July 31, 2024
22,217.38 - July 31, 2024
August 1, 2024
July 31, 2025
23,328.25 - July 31, 2025
Gaisano Capital Masbate - August 31, 2018
August 30,
Masbate Upper Ground Floor Quezon - August 30,
69,224.12 2019
St., Crossing Masbate City 2019
August 31, 2019
August 30,
- August 30,
72,685.32 2020
2020
Ground Floor Belmont Place
July 23, 2018 -
Anonas, Quezon City Bldg. No.5 Anonas St., Project July 22, 2019
71,309.71 July 22, 2019
3, Quezon City
July 23, 2019 -
July 22, 2020
74,875.19 July 22, 2020
Alaminos, Quezon Avenue Poblacion, July 1, 2018 -
June 30, 2019
Pangasinan Alaminos City Pangasinan 78,750.00 June 30, 2019
July 1, 2019 -
June 30, 2020
82,687.50 June 30, 2020
Bulosan Building, Sergio
Dipolog, Zamboanga Osmeña St., Central Barangay, July 24, 2015 -
July 23, 2020
Del Norte Dipolog City, Zamboanga Del 31,578.95 July 23, 2020
Norte
Villa Amor Hotel, General
Koronadal, Santos Drive cor., Arellano July 23, 2018 -
July 22, 2019
SOCCSKSARGEN Street, Koronadal City, South 83,966.40 July 22, 2019
Cotabato
July 23, 2019 -
July 22, 2020
88,164.72 July 22, 2020
December 21,
RHW Building Mayor Jaldon
December 20, 2018 -
Zamboanga City St., Brgy. Canelar, Zamboanga
69,631.58 2019 December 20,
City
2019
December 21,
December 20, 2019 -
73,113.16 2020 December 20,
2020
G/F Aspilla Bldg. Quirino
Kidapawan, North June 16, 2018 -
Drive, North Cotabato, June 15, 2019
Cotabato 52,500.00 June 15, 2019
Kidapawan City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 97


June 16, 2019 -
June 15, 2020
55,125.00 June 15, 2020
June 16, 2020 -
June 15, 2021
57,881.25 June 15, 2021
Unit 2 & 3, R. Building, DRT
April 10, 2018 -
Baliwag, Bulacan Hi-Way, Brgy. Pinagbarilan, April 9, 2019
81,900.00 April 9, 2019
Baliwag, Bulacan
April 10, 2019 -
April 9, 2020
81,900.00 April 9, 2020
April 10, 2020 -
April 9, 2021
85,995.00 April 9, 2021
April 10, 2021 -
April 9, 2022
90,294.75 April 9, 2022
April 10, 2022 -
April 9, 2023
94,809.49 April 9, 2023
September 1,
208 P. Inocentes St., Naval, August 31,
Naval, Biliran 2018 - August
Biliran 12,363.61 2019
31, 2019
September 1,
August 31,
2019 - August
12,487.25 2020
31, 2020
National Highway Brgy. August 1, 2018
Estancia, Iloilo July 31, 2021
Tabuan, Estancia, Iloilo 16,500.00 - July 31, 2021
September 11,
P-3, Brgy. Mercedes, September 10, 2018 -
Catbalogan
Catbalogan City, Samar 12,941.35 2019 September 10,
2019
September 11,
September 10, 2019 -
13,070.77 2020 September 10,
2020
G/F Dilig Building-2, Don August 3, 2018
August 2,
Balanga, Bataan Manuel Banzon Avenue, DFS, - August 2,
19,756.80 2019
Balanga City, Bataan 2019
August 3, 2019
August 2,
- August 2,
20,744.64 2020
2020
September 15,
E. Cantua Bldg., Brgy. San September 14, 2018 -
Guimaras
Miguel, Jordan, Guimaras 6,631.58 2019 September 14,
2019
September 15,
September 14, 2019 -
6,631.58 2020 September 14,
2020
September 15,
September 14, 2020 -
6,963.16 2021 September 14,
2021
Stall No. 7 & 8, G/F Puregold September 4,
October 3,
Batangas City Building, Calicanto, Batangas 2018 - October
20,744.64 2019
City 3, 2019
October 31, October 4, 2019
18,755.43 2019 - October 31,

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 98


2019

2nd Flr. Unitop Shopping Mall, October 1, 2018


September 30,
Sta. Rosa, Laguna Balibago Commercial Complex, - September 30,
10,584.00 2019
Sta. Rosa, Laguna 2019
Commercial Space 2, Purok 2, October 1, 2018
September 30,
Tabuk, Kalinga Provincial Rd. Bulanao, Tabuk - September 30,
17,364.38 2019
City, Kalinga Apayao 2019
October 1, 2019
September 30,
- September 30,
18,232.60 2020
2020
Unit 21, G/F Virac Town November 1,
October 31,
Virac, Catanduanes Center, Rizal Avenue, Brgy. 2018 - October
36,598.88 2019
Gogon Virac, Catanduanes 31, 2019
November 1,
October 31,
2019 - October
38,428.82 2020
31, 2020
November 1,
October 31,
2020 - October
40,350.26 2021
31, 2021
October 1, 2018
Balisi St., Centro 7, Aparri, September 30,
Aparri - September 30,
Cagayan 11,200.00 2019
2019
September 16,
NE Mall Brgy. Suklayin, Baler, September 15, 2018 -
Baler, Aurora
Aurora 16,262.40 2019 September 15,
2019
November 16,
Ground Floor, GA Complex 2,
November 15, 2018 -
Danao Juan Luna St., Danao City,
15,789.47 2019 November 15,
Cebu
2019
November 16,
November 15, 2019 -
15,789.47 2020 November 15,
2020
November 16,
November 15, 2020 -
16,578.95 2021 November 15,
2021
Laura Hotel, Villena St., Zone October 1, 2018
September 30,
Cadiz 2, Cadiz City, Negros - September 30,
14,817.60 2019
Occidental 2019
October 1, 2019
September 30,
- September 30,
14,817.60 2020
2020
October 1, 2020
September 30,
- September 30,
15,558.48 2021
2021
October 1, 2021
September 30,
- September 30,
15,558.48 2022
2022

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 99


October 1, 2022
September 30,
- September 30,
16,336.40 2023
2023
October 18,
Barangay Mahayahay, Roxas October 17,
Iligan 2018 - October
Avenue, Iligan City 21,052.63 2021
17, 2021
Unit 2, Velox Energy Gas
October 5, 2018
Station, Sayre Highway, October 4,
Valencia, Bukidnon - October 4,
Hagkol, Poblacion, Valencia 19,040.00 2019
2019
City, Bukidnon
October 5, 2019
October 4,
- October 4,
19,992.00 2020
2020
October 5, 2020
October 4,
- October 4,
20,991.60 2021
2021
G/F-01, Gaisano Capital San September 29,
San Francisco, Francisco, Brgy. 5, National September 28, 2018 -
Agusan Del Sur Highway, San Francisco, 30,870.00 2019 September 28,
Agusan Del Sur 2019
September 29,
September 28, 2019 -
32,413.51 2020 September 28,
2020
#102 Rizal St., Goa, Camarines April 27, 2016 -
Goa, Camarines Sur April 26, 2019
Sur 8,289.47 April 26, 2019
Meycauayan College
Meycauayan, Commercial Center, Mcarthur April 27, 2018 -
April 26, 2019
Bulacan Highway, Brgy. Calvario, 11,524.80 April 26, 2019
Meycauayan City, Bulacan
April 27, 2019 -
April 26, 2020
12,101.04 April 26, 2020
April 27, 2020 -
April 26, 2021
12,706.09 April 26, 2021
Door #3 Tsukiko Bldg., LB
Nabunturan, Flores St. Purok 13 Poblacion, May 6, 2016 -
May 5, 2019
Compostela Valley Nabunturan, Compostela Valley 8,421.05 May 5, 2019
Province
Unit 6 SVPDC Business Center,
Andres Soriano Ave. cor. John April 20, 2016 -
Mangagoy, Bislig April 19, 2019
Bosco Road, Mangagoy, Bislig 6,000.00 April 19, 2019
City, Surigao Del Sur
September 7,
#11 Purok Saturn, Telaje,
September 6, 2016 -
Tandag Capitol Road, Tandag City,
10,000.00 2019 September 6,
Surigao Del Sur
2019
Purok 1, Gundaway, July 18, 2018 -
Cabarroguis, Quirino July 17, 2023
Cabarroguis, Quirino 12,560.75 July 17, 2023
Snooks Commercial Building,
July 18, 2018 -
Bangued, Abra National Highway Torrijos St. July 17, 2019
10,467.28 July 17, 2019
Zone 5, Bangued, Abra
July 18, 2019 -
July 17, 2020
10,467.28 July 17, 2020

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 100


July 18, 2020 -
July 17, 2021
10,781.31 July 17, 2021
July 18, 2021 -
July 17, 2022
11,104.74 July 17, 2022
July 18, 2022 -
July 17, 2023
11,437.89 July 17, 2023
Purok 1, Gundaway, July 18, 2018 -
Bontoc, Mt. Province July 17, 2019
Cabarroguis, Quirino 11,514.01 July 17, 2019
July 18, 2019 -
July 17, 2020
11,514.01 July 17, 2020
July 18, 2020 -
July 17, 2021
12,089.72 July 17, 2021
July 18, 2021 -
July 17, 2022
12,694.20 July 17, 2022
July 18, 2022 -
July 17, 2023
13,328.91 July 17, 2023
No. 7 Rizal Avenue, Poblacion July 18, 2018 -
Lagawe, Ifugao July 17, 2019
East, Lagawe, Ifugao 10,739.44 July 17, 2019
July 18, 2019 -
July 17, 2020
10,739.44 July 17, 2020
July 18, 2020 -
July 17, 2021
11,276.41 July 17, 2021
July 18, 2021 -
July 17, 2022
11,840.24 July 17, 2022
July 18, 2022 -
July 17, 2023
12,432.24 July 17, 2023
2nd Flr. Awali Square Building, July 18, 2018 -
Luna, Apayao July 17, 2019
San Isidro, Luna, Apayao 7,894.74 July 17, 2019
July 18, 2019 -
July 17, 2020
7,894.74 July 17, 2020
July 18, 2020 -
July 17, 2021
8,289.47 July 17, 2021
July 18, 2021 -
July 17, 2022
8,703.95 July 17, 2022
July 18, 2022 -
July 17, 2023
9,139.15 July 17, 2023
August 16, 2018
CL Arcade, Poblacion, Ipil, August 15,
Ipil - August 15,
Zamboanga Sibugay, Province 25,121.50 2019
2019
August 16, 2019
August 15,
- August 15,
25,121.50 2020
2020
August 16, 2020
August 15,
- August 15,
27,633.65 2021
2021
August 16, 2021
August 15,
- August 15,
27,633.65 2022
2022
August 16, 2022
August 15,
- August 15,
30,397.01 2023
2023

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 101


August 15, 2018
Manuel Peralta St. Malita, August 14,
Malita - August 14,
Davao Occidental 10,526.31 2019
2019
August 15, 2019
August 14,
- August 14,
10,526.31 2020
2020
August 15, 2020
August 14,
- August 14,
11,052.63 2021
2021
September 7,
Space 3, Anares Building,
September 6, 2018 -
Glan Hombrebueno Street, Poblacion,
8,421.05 2021 September 6,
Glan, Sarangani Province
2021
Unit 4, Second Flr. RDPI
August 1, 2018
Building, National Highway August 1,
Isulan - August 1,
Kalawag 2, Isulan, Sultan 15,700.93 2021
2021
Kudarat

FAIR Bank

Monthly Expiration of Term of


Branch Name Address
Rental Lease Renewal
Upper Cogon, Poblacion 1,
Carcar Branch 12/17/2019 every 3 years
Carcar, Cebu 20,000.00
Mandaue Branch SB Cabahug, Madaue, Cebu 08/30/2019 every 3 years
16,184.21
Tubigon Branch Poblacion, Tubigon, Bohol 02/28/2020 every 3 years
12,500.00
Diosdado Macapagal Hw,
Toledo Branch 02/01/2020 every 5 years
Toledo, Cebu 28,728.05
D3 Larena Drive, Taclobo
Dumaguete Branch 04/28/2020 every 3 years
Dumaguete, Negros Oriental 22,500.00

PR Savings Bank

Monthly Expiration of Term of


Branch Name Address
Rental Lease Renewal
Maharlika Highway, Barangay
Abulug 08/31/2022 every 5 years
Libertad, Abulug, Cagayan 40,896.90
National Highway Barangay
Alicia 08/31/2022 every 5 years
Magsaysay Alicia Isabela 260,383.36
Ground Floor Living Rock
Building Mc Arthur Hiway
Angeles 05/31/2025 every 9 years
Virgen Delos Remedios 115,543.31
Angeles City
No.58 E.Rodriguez Avenue
Antipolo 06/30/2023 every 5 years
Sto.Nino Marikina City 92,020.00
Aparri Macanaya, Aparri, Cagayan 03/31/2019 every 3 years
32,367.50
Door 1&2 VCY Building
Hilado Ext.Shopping Center
Bacolod 09/30/2020 every 5 years
Brgy.17, Bacolod City, Negros 64,000.00
Occidental

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 102


G/F San Miguel Bldg, Panapaan
Bacoor I, Aguinaldo Hi-way Bacoor 06/01/2019 every 5 years
61,750.00
Cavite
Don Manuel Banzon Avenue,
Balanga Dona Francisca, Balanga City 04/30/2020 every 5 years
19,420.50
Bataan
Zone 2 National Highway
Bantay corner Real St. Bantay Ilocos 08/31/2022 every 5 years
59,940.00
Sur
RL Building National Highway
Batangas 02/29/2020 every 5 years
Kumintang Ilaya, Batangas City 123,677.92
corner Juan Luna St. Rizal
Bayambang Avenue, Poblacion Sur, 08/31/2022 every 5 years
127,993.50
Bayambang, Pangasinan
Ground Flr. PR Bank corner A.
Cagayan De Oro Velez T. Chavez St. Cagayan 03/14/2019 every 1 years
84,700.00
De Oro City Misamis Oriental
J.Alcasid Bldg. Poblacion 1,
Calamba Uno Crossing City of Calamba 04/30/2019 every 5 years
86,300.85
Laguna
Rizal St. Brgy 8, Casiguran,
Casiguran 11/20/2019 every 4 years
Aurora 25,000.00
Yap Bldg., JP Laurel, Bajada
Davao Avenue, Davao City, Davao del 10/30/2020 every 5 years
100,000.00
Sur
Gobonseng Bldg., Real corner
Pinili St, Poblacion 8,
Dumaguete 02/09/2021 every 5 years
Dumaguete City Negros 100,574.89
Oriental
Maharlika Highway, San Fabian
Echague 08/31/2022 every 5 years
Echague, Isabela 78,498.60
National Highway Baligatan,
Ilagan 08/31/2022 every 5 years
City of Ilagan, Isabela 107,266.20
G/F Gold Star Building 32
IloIlo Ledesma St cor. Liberation 01/02/2019 every 1 years
85,600.00
Road Iloilo City,Iloilo
Rizal st. corner, Camia st.,
Legazpi Cabangan East, Legazpi City, 08/31/2022 every 5 years
61,702.08
Albay
Robledo Bldg. Paninsingin St.
Lipa National Highway Mataas na 10/06/2020 every 3 years
63,112.00
Lupa Lipa City Batangas
Tan Building Juarez Street
Lucena corner Granja Lucena City 04/15/2019 every 1 years
71,250.00
Quezon
Door 1 T. Enrile Bldg.
Naga Penafrancia Ave. San Francisco 06/15/2019 every 3 years
84,700.00
Naga City, Camarines Sur
Philmark, Magsaysay District,
Naguilian 08/31/2022 every 5 years
Naguilian, Isabela, 3302 22,678.14
U303 One Corporate Center
Julia Vargas Ave. cor. Meralco,
Pasig 07/14/2019 every 1 years
Ortigas Center, San Antonio 248,488.58
Pasig City

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 103


AAM Bldg.Cagayan Valley
Plaridel 05/15/2020 every 4 years
Rd., Banga 1st, Plaridel Bulacan 71,500.00
Purok 1, National Highway,
Ramon Bugallon Proper, Ramon, 08/31/2022 every 5 years
35,479.50
Isabela
Unit 3 & 4, Sky Garden Hotel,
Roxas City San Roque Extension, Roxas 11/03/2019 every 1 years
21,400.00
City, Capiz
National Highway,Dubinan
Santiago 08/31/2022 every 5 years
East,Santiago City,Isabela 96,960.92
Zone 5, National Highway,
SF La union Parian, San Fernando City, La 11/14/2019 every 5 years
78,329.40
Union
Ccd Building Mc Arthur Hi-
SF Pampanga way,Dolores City of San 12/31/2019 every 2 years
157,076.00
Fernando Pampanga
Purok 5 National Highway Dila
Sta. Rosa 09/29/2019 every 1 years
Sta. Rosa Laguna 74,497.79
Martinez Bldg. Centro East, Sta.
Sta. Teresita 02/28/2022 every 5 years
Teresita, Cagayan 15,000.00
One Tagaytay Place Galleria
Tagaytay Calamba Road
Tagaytay 10/14/2019 every 5 years
Sungay West,Tagaytay 103,631.48
City,Cavite
ALS Building Annex Mac
Tarlac Arthur Highway, San Nicolas, 10/11/2019 every 1 years
81,627.43
Tarlac City
Ground floor De Yro Building
Tuguegarao Mabini St. Ugac Norte 02/28/2019 every 1 years
190,809.07
Tuguegarao City, Cagayan
Mc. Arthur Hi-way San Vicente
Urdaneta 08/31/2022 every 5 years
Centro Urdaneta 509,950.74
Sanchez Mira, Barangay Centro 1 Poblacion,
12/31/2019 every 1 year
Cagayan Sanchez Mira, Cagayan 11,540.19
2F Rhoi Bldg Posadas St.,
Iba, Zambales 11/30/2019 every 3 years
Palanginan, Iba, Zambales 14,070.00
RTW Building Mc Arthur
Mabalacat,Pampanga Hiway Dau Mabalacat 12/31/2019 every 1 year
17,309.02
Pampanga
#54 Unit 5&4 Bayan Bayanan
Marikina ave. cor. T. bugallon st. 12/31/2019 every 1 year
9,068.70
concepcion uno marikina city
87 Marcos Highway Sitio
Masinag Macopa Brgy Bagong Nayon 12/31/2019 every 1 year
15,789.48
Antipolo City
#30 Ft. Catapusan St. Brgy
Tanay 10/01/2019 every 5 years
Plaza, Aldea Tanay Rizal 8,250.00
RA Building Centro Sur,
Gattaran 02/15/2019 every 1 year
Gattaran Cagayan 8,421.05
Veluz Bldg, Aguinaldo Hi-way,
Dasmarinas 09/30/2019 every 1 year
Zone I-A, Dasmarinas Cavite 20,328.00
Villalobos Bldg.Tanza Road,
Trece 07/16/2019 every 1 year
Brgy. San Agustin, Trece 9,000.00

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 104


Martirez Cavite

#330 3rd St. Rizal Avenue East


Olongapo 12/31/2019 every 1 year
Tapinac Olongapo City 2,616.82
2F Past St. Zone 5 Bangued,
Abra 07/31/2021 every 5 years
Abra 12,000.00
National Highway San Nicolas
Candon 02/17/2021 every 3 years
Candon City Ilocos Sur 8,947.37

25 Marcos Avenue Palamis,


Alaminos 12/31/2019 every 1 year
Alaminos City, Pangasinan 2,900.11
Romulo Highway Cacamilingan
Camiling 12/31/2019 every 1 year
Sur, Camiling, Tarlac 7,159.50
National Highway Carmen
Carmen 12/31/2019 every 1 year
West, Rosales, Pangasinan 2,429.66
Avenida Rizal East Poblacion,
Lingayen 12/31/2019 every 1 year
Lingayen, Pangasinan 8,624.06
Pagsolingan Bldg. Rizal
San Carlos Avenue, San Carlos City, 01/07/2020 every 1 year
3,500.00
Pangasinan
#0387 Luisa Bldg Poblacion
Sta Cruz 12/31/2019 every 1 year
South, Sta Cruz, Zambales 20,430.62
Unit C001, Sampaguita St.
Sta Cruz, Laguna Barangay Bubukal Santa Cruz 01/24/2020 every 1 year
8,000.00
Laguna
Maharlika Highway San
Sto. Tomas 12/31/2019 every 1 year
Antonio Santo Tomas Batangas 1,757.21
2nd Floor Asia Pacific Building
Baler Quezon Road Barangay 09/30/2019 every 1 year
14,010.53
Suklayin Baler Aurora
A. Bernarso St. Centro West
Palanan 05/12/2022 every 5 years
Palanan Isabela 5,263.16
Door #4 Cacayorin Bldg.
Tagum Magugpo West, Tagum City, 12/07/2019 every 2 years
9,551.16
Davao del Norte
National Highway, Brgy
Batac Caunayan Batac City, Ilocos 12/31/2019 every 1 year
9,121.44
Norte
Ermita-Calzada, Poblacion,
Balayan 08/30/2019 every 1 year
Balayan, Batangas 10,526.32

RNA Bldg., Purok 5, Brgy.


Lemery 06/30/2019 every 1 year
Palanas, Lemery, Batangas 9,000.00

#144 Anonas St. Cor. K-6 St.,


Anonas 12/31/2019 every 1 year
East Kamias, Quezon City 2,553.43
#85 Bigfella, Bldg. Doña
Bicutan Soledad, Better Living Subd. 12/31/2019 every 1 year
2,736.46
Parañaque City
#554 HGL Bldg. II, Cor
Caloocan Bigalang Awa, EDSA, 04/30/2019 every 1 year
37,268.00
Caloocan City, Metro Manila

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 105


#79B Commonwealth Ave.,
Fairview MC 12/31/2019 every 1 year
Fairview, Quezon City 20,195.33
#97A Gil Puyat Cor. South
Makati City Superhighway, Palanan, Makati 12/31/2019 every 1 year
6,113.64
City
#1188 B New Haven Village,
Quirino Hi-way, Brgy
Novaliches 12/31/2019 every 1 year
Kaligayahan, Novaliches, 2,644.59
Quezon City
Prima 3 Bldg. 7, Caruncho Ave.
Pasig City 12/31/2019 every 1 year
Malinaw, Pasig City 18,786.46
#88 F. Blumentritt St., San
San juan 12/31/2019 every 1 year
Perfecto, San Juan City 4,432.13
#9 San Buena Bldg. Shaw
Shaw Boulevard, San Antonio, Pasig 12/31/2019 every 1 year
6,171.94
City
Ground Floor 8414 Bldg. Dr.
Sucat Arcadio Santos Ave. Sucat 01/15/2020 every 1 year
24,080.00
Paranaque City
#319 C Commonwealth Ave.,
Tandang Sora cor. Tandang Sora, Culiat, 06/30/2019 every 1 year
24,640.00
Quezon City
#131 Pacific Corporate Center,
West avenue 12/31/2019 every 1 year
West Avenue, Quezon City 24,184.78
BS Aquino Avenue Baging
Baliuag 12/31/2019 every 1 year
Bayan Nayon, Baliuag Bulacan 8,179.11
Mac Arthur Hi Way Bulihan,
Malolos 12/31/2019 every 1 year
Malolos City, Bulacan 702.58
DRT Hi Way Cutcot, Pulilan,
Pulilan 12/31/2019 every 1 year
Bulacan 1,301.34
Sta. Maria Bagbaguin, Sta.Maria Bulacan 12/31/2019 every 1 year
6,306.01
Agoo San Jose Norte, Agoo, La Union 01/14/2020 every 1 year
6,842.11
Brgy. Burgos,Dinalupihan
Dinalupihan 12/31/2019 every 1 year
Bataan 27,353.55
M.H Del Pillar Street Corner
Silang 12/31/2019 every 1 year
Kapitan Victor,Silang,Cavite 2,792.87
174 M.H. Del Pilar Street,
Paniqui 12/31/2019 every 1 year
Poblacion, Paniqui, Tarlac 1,276.21
F. Salvador Street San Jose
Baggao 01/01/2020 every 1 year
Baggao, Cagayan 14,210.53
Caranglaan District Dagupan
Dagupan 12/31/2019 every 1 year
City,Pangasinan 1,377.90
Concordia Bldg. General Emilio
Malasiqui Aguinaldo St. Poblacion 12/31/2019 every 1 year
1,949.68
Malasiqui,Pangasinan
De guzman Bldg. Bonifacio
Tayug Street Brgy. D Poblacion 12/31/2019 every 1 year
49,806.77
Tayug,Pangasinsn
Donal Bldg. San Vicente East
Urdaneta proper 12/31/2019 every 1 year
Urdaneta City,Pangasinan 1,796.30

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 106


UNION BANK OF THE PHILIPPINES
Index to Financial Statements and Supplementary Schedules
Form 17-A Item 7
December 31, 2018

Statement of Management’s Responsibility for Financial Statements

Independent Auditors’ Report


--- SyCip Gorres Velayo & Co.

Statements of Financial Position


As of December 31, 2018 and 2017

Statements of Income
For the years ended December 31, 2018, 2017 and 2016

Statements of Comprehensive Income


For the years ended December 31, 2018, 2017 and 2016

Statements of Changes in Capital Funds


For the years ended December 31, 2018, 2017 and 2016

Statements of Cash Flows


For the years ended December 31, 2018, 2017 and 2016

Notes to Financial Statements

Supplementary Schedules

UNION BANK OF THE PHILIPPINES: 2018 SEC Form 17-A 107


Union Bank of the Philippines and
Subsidiaries

Consolidated Financial Statements


December 31, 2018
and Year Ended December 31, 2018
(with Comparative Figures for 2017 and 2016)

and

Independent Auditor’s Report


-2-

Other relevant information about the subsidiaries’ nature of businesses and their status of operations
are discussed in the sections that follow:

(a) CSB was incorporated and registered with the SEC on December 9, 1965. On December 9, 2014,
the SEC approved the amendment extending CSB’s corporate term for another 50 years from
December 9, 2015. It is a thrift bank specializing in granting teacher’s loans under the
Department of Education’s Automatic Payroll Deduction System.

On January 23, 2015, the Board of Directors (BOD) approved the proposal to purchase the
remaining 894 common shares of CSB held by some 41 minority shareholders. The Bank
purchased additional 68 shares, 38 shares and 36 shares in 2016, 2017 and 2018, respectively,
thereby, further increasing the Bank’s percentage ownership to 99.76%, 99.77% and 99.78% as
of December 31 of those respective years.

(b) In December 2017, CSB and the registered holders and beneficial owners of Philippine Resources
Savings Banking Corp. (PR Savings Bank) from the Ropali Group signed a share purchase
agreement (“SPA”), whereby the former shall acquire 127.72 million common stock of PR
Savings Bank with par value of P10 per share or a total par value of P1,277.23 million. The
shares represent 66.28% of the total outstanding capital stock of PR Savings Bank.

As part of the conditions precedent to the obligation of CSB to purchase the common stock, CSB
and International Finance Corporation (IFC) entered into a Share Purchase Agreement
(“Agreement”) on February 23, 2018, whereby the former shall acquire the 65.00 million
preferred shares of PR Savings Bank owned by IFC, with par value of P10.00 per share or a total
par value of P650.00 million. The shares represent 33.72% of the total issued and outstanding
capital stock.

On April 5, 2018, the Philippine Competition Commission (PCC) approved the acquisition of PR
Savings Bank by CSB. The acquisition was also approved by the Monetary Board (MB) of the
BSP under MB Resolution No. 1003 dated June 14, 2018 (see Note 15).

On July 5, 2018 and July 10, 2018, the BOD and the stockholders, respectively, of CSB approved
the plan of merger with PR Savings Bank, with CSB as the surviving entity. On December 20,
2018, the MB of the BSP approved the merger subject to certain conditions, including completion
of the merger within one year from the date of receipt of the BSP approval and that the merger
should be effective on the date the SEC issues the certificate of merger. Subsequent to the BSP
approval, CSB has applied for merger with the SEC.

PR Savings is the 14th largest thrift bank in the country. Most of its 102 offices are located in
Luzon offering motorcycle, agri-machinery, and salary loans to over 131,000 borrowers, mostly
from the mass market segment. The transaction will enable CSB to expand its reach in Luzon,
and enter into new market segments, such as motorcycle and agri-machinery financing.

(c) In February 2018, CSB and UPI signed an SPA with AEVI for the purchase of 2,461,338
common shares representing 51% ownership of AEVI on PETNET, Inc. (PETNET). On
May 8, 2018, PCC approved the acquisition of PETNET, Inc. by CSB and UPI. The agreement
was approved by the BSP on November 23, 2018. On December 17, 2018, the parties closed the
transaction by settling the purchase price and confirming that all closing conditions have been
fulfilled (see Note 15).

*SGVFS032841*
-3-

PETNET, more widely-known by its retail brand name PERA HUB, has the largest network of
Western Union outlets in the Philippines. PETNET has over 2,800 outlets nationwide. It offers a
variety of cash-based services including remittance, currency exchange and bills payment.

(d) FAIR Bank was registered with the SEC on September 15, 1998 primarily to engage in the
business of extending rural credit to small farmers and tenants and to deserving rural industries or
enterprises. FAIR Bank has one (1) banking office and ten (10) branches located all over Cebu.
On December 21, 2015, CSB, UPI and the major stockholders of FAIR Bank signed a
Memorandum of Agreement which provided for the terms of the acquisition of a total of 77.78%
of the issued and outstanding capital stock of FAIR Bank by CSB and UPI (Note 3). On
December 15, 2016, the MB of the BSP approved the acquisition by CSB and UPI of FAIR
Bank’s 441,000 common shares and 259,002 common shares, respectively, from the selling
shareholders of FAIR Bank. The common shares acquired by CSB and UPI represented 49.00%
and 28.78%, respectively, of the issued and outstanding capital stock of FAIR Bank. The funds
for the payment of the acquisition were deposited in an escrow account with UnionBank Trust
and Investment Services Group (TISG) and the escrow amount were released in tranches,
subjected to the fulfillment of certain conditions necessary to fully transfer ownership over the
acquired shares to CSB and UPI.

On March 17, 2017, CSB and UPI subscribed to 294,000 and 306,000 new common shares,
respectively, of FAIR Bank at par value of P100 per share. As a result of the subscription, the
percentage of ownership of UPI in FAIR Bank increased to 37.67% while CSB’s ownership
interest stood at 49%.

To meet the minimum requirements of capital adequacy under the Manual of Regulations for
Banks (MORB), additional subscription was made by CSB and UPI on November 13, 2018 of
50,960 and 53,040 common shares, respectively, of FAIR Bank at par value of P100 per share.
As a result of the additional subscription, the percentage of ownership of CSB’s ownership
interest in FAIR Bank remained at 49% while UPI’s ownership interest in FAIR Bank increased
to 38.53%.

(e) UPI was incorporated and registered with the SEC on December 20, 1993. It is presently
engaged in the administration and management of the Parent Bank’s premises and other
properties such as buildings, condominium units and other real estate, wholly or partially owned
by the Group. Pursuant to the action of the BOD of UPI approving the amendment of its Articles
of Incorporation on May 13, 2004, the primary purpose of UPI was changed from a real estate
developer to a real estate administrator. The SEC approved such amendment on December 13,
2004. Through its wholly-owned subsidiaries, FUPI, FUDC and FUIFAI, UPI is also engaged in
the sale of pre-need plans, marketing of financial products and being an agent for life and non-life
insurance products.

Non-operating subsidiaries

(a) UBPSI was incorporated and registered with the SEC on March 2, 1993. It was organized to
engage in the business of buying, selling or dealing in stocks and other securities. In January
1995, as approved by UBPSI’s stockholders and BOD, UBPSI sold its stock exchange seat in the
PSE. Accordingly, UBPSI ceased its stock brokerage activities.

(b) UCBC was registered in the SEC on June 14, 1994. It was organized to engage in the foreign
currency brokerage business. On March 23, 2001, the BOD of UCBC approved the cessation of
its business operations effective on April 16, 2001. Since then, UCBC’s activities were
significantly limited to the settlement of its liabilities. The BOD and the stockholders of UCBC

*SGVFS032841*
-4-

have approved to shorten the company’s corporate term to December 31, 2016. UCBC has
secured a tax clearance from the Bureau of Internal Revenue (BIR) in 2018.

(c) UDC was registered with the SEC on September 8, 1998. It was organized to handle the
centralized branch accounting services as well as the processing of credit card application forms
of the Parent Bank and the entire backroom operations of FUPI. On July 1, 2003, the BOD of
UDC approved the cessation of its business operations effective on August 30, 2003, and
subsequently shortened its corporate term to December 31, 2017 by amending its Articles of
Incorporation. The services previously handled by UDC are now undertaken by the Centralized
Processing Service Unit of the Parent Bank. UDC is still in process of securing the tax clearance
from the BIR.

(d) IVCC was incorporated and registered with the SEC on October 10, 1980. It was organized to
develop, promote, aid and assist financially any small or medium scale enterprises and to
purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal
with such real and personal property, including securities and bonds of other corporations as the
transaction of the lawful business of the corporation may reasonably and necessarily require,
subject to the limitations prescribed by law and the constitution. IVCC has ceased operations
since 1992.

(e) UBPIBI was organized to engage in the insurance brokerage business. It was incorporated and
registered with the SEC on February 27, 1992. In 1995, the BOD of UBPIBI approved the
cessation of its operations. On November 15, 2018, the SEC approved the dissolution of UBPIBI
after it has secured a tax clearance from the Bureau of Internal Revenue (BIR) for the dissolution
in 2017.

The total assets, liabilities and capital funds of these non-operating subsidiaries amount to P
=5,211,
=3,158 and =
P P2,053, respectively, as of December 31, 2018 and P =5,245, =
P3,155 and P=2,090,
respectively, as of December 31, 2017.

The Bank’s registered address, which is also its principal place of business, is at UnionBank Plaza,
Meralco Avenue corner Onyx Street and Sapphire Road, Ortigas Center, Pasig City. AEVI’s
registered address is located at NAC Tower, 32nd Street, Bonifacio Global City, Taguig City, Metro
Manila.

Approval of Financial Statements


The consolidated financial statements of UnionBank and Subsidiaries and the financial statements of
the Parent Bank as of and for the year ended December 31, 2018 (including the comparative financial
statements as of December 31, 2017 and for the years ended December 31, 2017 and 2016, and the
corresponding figures as of January 1, 2017) were authorized for issue by the Bank’s BOD on
February 22, 2019.

2. Summary of Significant Accounting Policies

The significant accounting policies that have been used in the preparation of these financial
statements are summarized below. These policies have been consistently applied to all the years
presented, unless otherwise stated.

*SGVFS032841*
-5-

Basis of Preparation of Financial Statements

(a) Statement of Compliance with Philippine Financial Reporting Standards

The consolidated financial statements of the Group and the financial statements of the Bank have
been prepared in accordance with Philippine Financial Reporting Standards (PFRS). PFRSs are
adopted by the Financial Reporting Standards Council (FRSC) from the pronouncements issued
by the International Accounting Standards Board (IASB), and approved by the Philippine Board
of Accountancy.

The financial statements have been prepared using the measurement bases specified by PFRS for
each type of resource, liability, income and expense.

The measurement bases are more fully described in the accounting policies that follow.

(b) Presentation of Financial Statements

The financial statements are presented in accordance with Philippine Accounting Standards
(PAS 1), Presentation of Financial Statements. The Group presents statement of comprehensive
income separate from the statement of income.

The Group presents a third statement of financial position as at the beginning of the preceding
period when it applies an accounting policy retrospectively, or makes a retrospective restatement
or reclassification of items that have a material effect on the information in the statement of
financial position at the beginning of the preceding period. The related notes to the third
statement of financial position are not required to be disclosed.

(c) Functional and Presentation Currency

These financial statements are presented in Philippine pesos, the Group’s functional and
presentation currency, and all values are presented in thousands of Philippine Pesos except when
otherwise indicated.

Items included in the financial statements of the Group are measured using its functional
currency, the currency of the primary economic environment in which the Group operates.

Adoption of New and Amended PFRS


(a) Effective in 2018 that are Relevant to the Group

Unless otherwise stated, the following new accounting standards, amendments and annual
improvements have no material impact to the Group’s annual consolidated financial statements as
at and for the year ended December 31, 2018:

PFRS 2 (Amendments) Share-based Payment, Classification and


Measurement of Share-based Payment
Transactions
PAS 40 (Amendments) Reclassification to and from Investment Property
IFRIC 22 Foreign Currency Transactions and Advance
consideration
Annual Improvements to PFRS PAS 28 (Amendment), Investment in Associates –
2014-2016 Cycle Clarification on Fair Value through Profit or
Loss Classification

*SGVFS032841*
-6-

∂ PFRS 9 (2014), Financial Instruments. This standard replaces PAS 39, Financial
Instruments: Recognition and Measurement and PFRS 9 (2009, 2010 and 2013 versions),
herein referred to as PFRS 9. In addition to the principal classification categories for
financial assets and financial liabilities, which were early adopted by the Group on January 1,
2014, PFRS 9 (2014) includes the following major provisions:

- limited amendments to the classification and measurement requirements for financial


assets, introducing the fair value through other comprehensive income (FVOCI)
measurement for eligible debt securities; and

- an expected credit loss model in determining impairment of all financial assets that are
not measured at fair value through profit or loss (FVTPL), including irrevocable loan
commitments and financial guarantee contracts which generally depends on whether
there has been a significant increase in credit risk since initial recognition of a financial
asset.

Classification and Measurement


The FVOCI category for debt instruments, both for government securities and corporate
bonds, was available effective January 1, 2018, in addition to the financial assets at amortized
cost and FVTPL categories of the previously adopted PFRS 9 (2009, 2010 and 2013
versions). As a result of this amendment to the standard, the Group adopted the FVOCI
business model (see Note 12). Financial assets classified under the FVOCI category are both
held in order to collect contractual cash flows and to realize fair value gains by selling the
instruments. Changes in the fair value of FVOCI securities are recognized in other
comprehensive income up until derecognition, when the fair value change will be recognized
in the statements of income.

Expected Credit Loss


The adoption of PFRS 9 has fundamentally changed the Group’s accounting for impairment
losses by replacing PAS 39’s incurred loss approach with a forward-looking Expected Credit
Losses (ECL) approach. Thus, it is no longer required for a credit event to have occurred
before credit losses are recognized. Instead, an entity calculates the ECL for all assets
classified under Amortized Cost and FVOCI, which include, but are not limited to, corporate
loans, consumer finance loans, and investments in bonds. ECLs are based on the difference
between the contractual cash flows due in accordance with the contract and all the cash flows
that the Group expects to receive. The shortfall is then discounted at the asset’s original
effective interest rate. The ECL calculation is composed of three major components -
probability of default (PD), loss given default (LGD), and exposure at default (EAD). PD
captures the obligor or borrower risk. LGD reflects, in part, how collateral is being managed.
EAD is largely the on-balance sheet amount and off-balance sheet amount (for irrevocable
committed lines) in the event of a default. The off-balance sheet amount to be included shall
be computed through a credit conversion factor (CCF).

The significant increase/improvement in credit risk (SICR) model is used to classify accounts
into PFRS 9 ECL’s three stages. A set of defined empirical-based rules and expert judgment
that discriminate good and bad credit make up the SICR. Accounts that do not demonstrate
significant increase in credit risk are classified under Stage 1, while accounts that
demonstrate significant increase in credit risk since origination but does not have objective
evidence of impairment as of reporting date are classified under Stage 2. On the other hand,
accounts with objective evidence of impairment are classified under Stage 3.

*SGVFS032841*
-7-

The 12-month ECL is computed for Stage 1 accounts, while the lifetime ECL is calculated
for Stage 2 and Stage 3 accounts. Stage 1 and Stage 2 accounts shall use future values derived
from the term structures of the PD, LGD, and CCF. These future values also take into
consideration prospective business environment conditions through the inclusion of
macroeconomic forecasts.

Altogether, the resulting value is called the baseline ECL. In order to compute for the
probability-weighted ECL, calibration factors and scenario weights are embedded into the
baseline model. Finally, risk management policies complement the application of
probability-weighted ECL models. Together, ECL models and their corresponding policies,
shall enhance the assessment and monitoring of accounts.

At January 1, 2018, the Group determined the amount of provisions required under the ECL
model, in accordance with its existing governance framework relevant to the implementation
of PFRS 9. The Group continues to refine its processes to enhance its implementation of
PFRS 9.

The Group applied the modified retrospective application in adopting PFRS 9, which allowed
the Group not to restate comparative periods for the effect of the adoption. The effect of
adopting PFRS 9 is as follows:

Group

Allowance for
impairment ECL under
Under PAS 39 PFRS 9
as at as at
December 31, January 1,
Amounts in thousands 2017 Remeasurement 2018
Due from other banks =–
P =9,082
P =9,082
P
Interbank loans and receivables – 600 600
Investment securities:
At amortized cost – 16,519 16,519
At fair value through other
comprehensive income 40 (40) −
Loans and other receivables - net 10,822,982 (2,369,381) 8,453,601
=10,823,022
P (P
=2,343,220) =8,479,802
P

As of January 1, 2018, the adoption of ECL under PFRS 9 resulted in net reduction in total
Allowance for credit losses for the Group totaling P
=2,343.2 million and decrease in Deferred
tax asset of P
=703.0 million, which accordingly resulted in increase in Surplus free attributable
to equity holders of the Parent Bank amounting to =P1,641.1 million and decrease in the
non-controlling interest amounting to =
P0.9 million. Net increase in total equity of the Group
amounted to = P1,640.3 million.

*SGVFS032841*
-8-

Parent Bank
Allowance for
Impairment ECL under
Under PAS 39 PFRS 9
as at as at
December 31, January 1,
Amounts in thousands 2017 Remeasurement 2018
Due from other banks =–
P =9,082
P =9,082
P
Interbank loans and receivables – 600 600
Investment securities:
At amortized cost – 16,519 16,519
At fair value through other
comprehensive income 40 (40) −
Loans and other receivables - net 9,645,340 (2,903,516) 6,741,824
=9,645,380
P (P
=2,877,355) =6,768,025
P

As of January 1, 2018, the adoption of ECL under PFRS 9 resulted in net reduction in total
Allowance for credit losses for the Parent Bank totaling =
P2,877.4 million, reduction in
Investment in subsidiaries amounting to =P373.0 million and decrease in Deferred tax asset of
=863.3 million, which accordingly resulted in increase in Surplus free amounting to
P
=
P1,641.1 million.

In addition, the Group has presented separately the interest revenue, calculated using
effective interest method, from other interest revenue. As a result, Interest income on
Investment securities at amortized cost and FVOCI is presented separately from Interest
income on trading securities at fair value through profit or loss. Previously, these interest
income items were presented together as Interest income on trading and investment securities.

PFRS 9 does not change the general principles of how an entity accounts for effective hedges.
Applying the hedging requirements of PFRS 9 did not have a significant impact on the
Group’s consolidated financial statements.

∂ PFRS 15, Revenue from Contracts with Customers. The standard supersedes PAS 11,
Construction Contracts, PAS 18, Revenue and related Interpretations and it applies to all
revenue arising from contracts with customers, unless those contracts are in the scope of other
standards. The new standard establishes a five-step model to account for revenue arising
from contracts with customers. The five-step model is as follows:
a. Identify the contract(s) with a customer
b. Identify the performance obligations in the contract
c. Determine the transaction price
d. Allocate the transaction price to the performance obligations in the contract
e. Recognize revenue when (or as) the entity satisfies a performance obligation

Under PFRS 15, revenue is recognized at an amount that reflects the consideration to which
an entity expects to be entitled in exchange for transferring goods or services to a customer.

The standard requires entities to exercise judgement, taking into consideration all of the
relevant facts and circumstances when applying each step of the model to contracts with the
customers. The standard also specifies the accounting for the incremental costs of obtaining a
contract and the costs directly related to fulfilling a contract.

*SGVFS032841*
-9-

The Group adopted PFRS 15, Revenue from Contracts with Customers, effective
January 1, 2018. The Group operates various rewards program for its credit card business
whereby reward entitlement varies according to the type of card and available points earned
by the credit card holder.

Prior to adoption of PFRS 15, the rewards program offered by the Group resulted in
recognition of miscellaneous expense and accrued expense in relation to estimated points
issued but not yet redeemed or expired. The new standard requires the Group to allocate a
portion of the service fee (interchange fee) to the loyalty points awarded to the credit card
holders, as the loyalty points give rise to a separate performance obligation. The allocated
service fee for the loyalty points is recognized as revenue upon fulfilment of its obligation,
i.e. actual redemption of the loyalty points.

The Group’s recognition of this standard resulted in recognition of unearned revenue and
reversal of accrued expense, pertaining to loyalty points earned by the credit card holders but
were not yet redeemed as of reporting date. The net effect of these adjustments was not
material to the Group’s annual consolidated financial statement. The Group adopted PFRS
15 using the full retrospective method of adoption.

∂ PFRS 4 (Amendments), Applying PFRS 9 Financial Instruments with PFRS 4 Insurance


Contracts. The amendments address concerns arising from implementing PFRS 9, the new
financial instruments standard before implementing the new insurance contracts standard.
The amendments introduce two options for entities issuing insurance contracts: a temporary
exemption from applying PFRS 9 and an overlay approach. The temporary exemption is first
applied for reporting periods beginning on or after January 1, 2018. An entity may elect the
overlay approach when it first applies PFRS 9 and apply that approach retrospectively to
financial assets designated on transition to PFRS 9. The entity restates comparative
information reflecting the overlay approach if, and only if, the entity restates comparative
information when applying PFRS 9.

(b) Standards Issued but not yet Effective

There are new PFRSs, amendments, interpretation and annual improvements, to existing
standards effective for annual periods subsequent to 2018, which are adopted by the FRSC.
Management will adopt the following relevant pronouncements in accordance with their
transitional provisions; and, unless otherwise stated, none of these are expected to have
significant impact on the Group’s financial statements:

Effective beginning on or after January 1, 2019:

∂ PFRS 9 (Amendment), Prepayment Features with Negative Compensation. Under PFRS 9, a


debt instrument can be measured at amortized cost or at fair value through other
comprehensive income, provided that the contractual cash flows are ‘solely payments of
principal and interest on the principal amount outstanding’ (the SPPI criterion) and the
instrument is held within the appropriate business model for that classification. The
amendments to PFRS 9 clarify that a financial asset passes the SPPI criterion regardless of
the event or circumstance that causes the early termination of the contract and irrespective of
which party pays or receives reasonable compensation for the early termination of the
contract. The amendments should be applied retrospectively and are effective from
January 1, 2019, with earlier application permitted. Management has assessed that the
amendment has no impact on the consolidated and parent bank financial statements.

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∂ PFRS 16, Leases. This new standard sets out the principles for the recognition, measurement,
presentation and disclosure of leases and requires lessees to account for all leases under a
single on-balance sheet model similar to the accounting for finance leases under PAS 17,
Leases. The standard includes two recognition exemptions for lessees - leases of ’low-value’
assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12
months or less). At the commencement date of a lease, a lessee will recognize a liability to
make lease payments (i.e., the lease liability) and an asset representing the right to use the
underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required
to separately recognize the interest expense on the lease liability and the depreciation expense
on the right-of-use asset.

Leesees will be also required to remeasure the lease liability upon the occurrence of certain
events (e.g., a change in the lease term, a change in future lease payments resulting from a
change in an index or rate used to determine those payments). The lessee will generally
recognize the amount of the remeasurement of the lease liability as an adjustment to the
right-of-use asset.

Lessor accounting under PFRS 16 is substantially unchanged from today’s accounting under
PAS 17. Lessors will continue to classify all leases using the same classification principle as
in PAS 17 and distinguish between two types of leases: operating and finance leases.
PFRS 16 also requires lessees and lessors to make more extensive disclosures than under
PAS 17.

A lessee can choose to apply the standard using either a full retrospective or a modified
retrospective approach. The standard’s transition provisions permit certain reliefs.

Upon adoption of this standard, the Group and the Parent Bank expect to recognize a right of
use asset and lease liability for covered lease contracts. Management is currently assessing
the impact of this new standard in the consolidated and parent bank financial statements.

∂ PAS 19 (Amendments), Employee Benefits, Plan Amendment, Curtailment or Settlement.


The amendments to PAS 19 address the accounting when a plan amendment, curtailment or
settlement occurs during a reporting period. The amendments specify that when a plan
amendment, curtailment or settlement occurs during the annual reporting period, an entity is
required to:

∂ Determine current service cost for the remainder of the period after the plan amendment,
curtailment or settlement, using the actuarial assumptions used to remeasure the net
defined benefit liability (asset) reflecting the benefits offered under the plan and the plan
assets after that event
∂ Determine net interest for the remainder of the period after the plan amendment,
curtailment or settlement using: the net defined benefit liability (asset) reflecting the
benefits offered under the plan and the plan assets after that event; and the discount rate
used to remeasure that net defined benefit liability (asset).

The amendments also clarify that an entity first determines any past service cost, or a gain or
loss on settlement, without considering the effect of the asset ceiling. This amount is
recognized in the statements of income. An entity then determines the effect of the asset
ceiling after the plan amendment, curtailment or settlement. Any change in that effect,
excluding amounts included in the net interest, is recognized in other comprehensive income.

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The amendments apply to plan amendments, curtailments, or settlements occurring on or


after the beginning of the first annual reporting period that begins on or after January 1, 2019,
with early application permitted. These amendments will apply only to any future plan
amendments, curtailments, or settlements of the Group.

∂ PAS 28 (Amendments), Long-term Interests in Associates and Joint Ventures. The


amendments clarify that an entity applies PFRS 9 to long-term interests in an associate or
joint venture to which the equity method is not applied but that, in substance, form part of the
net investment in the associate or joint venture (long-term interests). This clarification is
relevant because it implies that the expected credit loss model in PFRS 9 applies to such
long-term interests.

The amendments also clarified that, in applying PFRS 9, an entity does not take account of
any losses of the associate or joint venture, or any impairment losses on the net investment,
recognized as adjustments to the net investment in the associate or joint venture that arise
from applying PAS 28, Investments in Associates and Joint Ventures.

The amendments should be applied retrospectively and are effective from January 1, 2019,
with early application permitted. Since the Group does not have such long-term interests in
its associate and joint venture, the amendments will not have an impact on its consolidated
financial statements.

∂ IFRIC 23, Uncertainty over Income Tax Treatments. The interpretation addresses the
accounting for income taxes when tax treatments involve uncertainty that affects the
application of PAS 12, Income Taxes, and does not apply to taxes or levies outside the scope
of PAS 12, nor does it specifically include requirements relating to interest and penalties
associated with uncertain tax treatments.

The interpretation specifically addresses the following:


∂ Whether an entity considers uncertain tax treatments separately
∂ The assumptions an entity makes about the examination of tax treatments by taxation
authorities
∂ How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused
tax credits and tax rates
∂ How an entity considers changes in facts and circumstances

An entity must determine whether to consider each uncertain tax treatment separately or
together with one or more other uncertain tax treatments. The approach that better predicts
the resolution of the uncertainty should be followed.

This interpretation is not relevant to the Group because there is no uncertainty involved in the
tax treatments made by management in connection with the calculation of current and
deferred taxes as of December 31, 2018 and 2017.

Annual Improvements to PFRS 2015-2017 Cycle

∂ Amendments to PFRS 3, Business Combinations, and PFRS 11, Joint Arrangements,


Previously Held Interest in a Joint Operation. The amendments clarify that, when an
entity obtains control of a business that is a joint operation, it applies the requirements for
a business combination achieved in stages, including remeasuring previously held

*SGVFS032841*
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interests in the assets and liabilities of the joint operation at fair value. In doing so, the
acquirer remeasures its entire previously held interest in the joint operation.

A party that participates in, but does not have joint control of, a joint operation might
obtain joint control of the joint operation in which the activity of the joint operation
constitutes a business as defined in PFRS 3. The amendments clarify that the previously
held interests in that joint operation are not remeasured.

An entity applies those amendments to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning on or after
January 1, 2019 and to transactions in which it obtains joint control on or after the
beginning of the first annual reporting period beginning on or after January 1, 2019, with
early application permitted. These amendments are currently not applicable to the Group
but may apply to future transactions.

∂ Amendments to PAS 12, Income Tax Consequences of Payments on Financial


Instruments Classified as Equity. The amendments clarify that the income tax
consequences of dividends are linked more directly to past transactions or events that
generated distributable profits than to distributions to owners. Therefore, an entity
recognizes the income tax consequences of dividends in the statements of income, other
comprehensive income or equity according to where the entity originally recognized
those past transactions or events.

∂ Amendments to PAS 23, Borrowing Costs, Borrowing Costs Eligible for Capitalization.
The amendments clarify that an entity treats as part of general borrowings any borrowing
originally made to develop a qualifying asset when substantially all of the activities
necessary to prepare that asset for its intended use or sale are complete.

An entity applies those amendments to borrowing costs incurred on or after the beginning
of the annual reporting period in which the entity first applies those amendments. An
entity applies those amendments for annual reporting periods beginning on or after
January 1, 2019, with early application permitted.

Since the Group’s current practice is in line with these amendments, the Group does not
expect any effect on its consolidated financial statements upon adoption.

Effective beginning on or after January 1, 2020

∂ Amendments to PFRS 3, Definition of a Business. The amendments to PFRS 3 clarify the


minimum requirements to be a business, remove the assessment of a market participant’s
ability to replace missing elements, and narrow the definition of outputs. The amendments
also add guidance to assess whether an acquired process is substantive and add illustrative
examples. An optional fair value concentration test is introduced which permits a simplified
assessment of whether an acquired set of activities and assets is not a business.

An entity applies those amendments prospectively for annual reporting periods beginning on
or after January 1, 2020, with earlier application permitted.

These amendments will apply on future business combinations of the Group.

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∂ Amendments to PAS 1, Presentation of Financial Statements, and PAS 8, Accounting


Policies, Changes in Accounting Estimates and Errors, Definition of Material. The
amendments refine the definition of material in PAS 1 and align the definitions used across
PFRSs and other pronouncements. They are intended to improve the understanding of the
existing requirements rather than to significantly impact an entity’s materiality judgements.

An entity applies those amendments prospectively for annual reporting periods beginning on
or after January 1, 2020, with earlier application permitted.

Effective beginning on or after January 1, 2021

∂ PFRS 17, Insurance Contracts. The standard is a comprehensive new accounting standard
for insurance contracts covering recognition and measurement, presentation and disclosure.
Once effective, PFRS 17 will replace PFRS 4, Insurance Contracts. This new standard on
insurance contracts applies to all types of insurance contracts (i.e., life, non-life, direct
insurance and re-insurance), regardless of the type of entities that issue them, as well as to
certain guarantees and financial instruments with discretionary participation features. A few
scope exceptions will apply.

The overall objective of PFRS 17 is to provide an accounting model for insurance contracts
that is more useful and consistent for insurers. In contrast to the requirements in PFRS 4,
which are largely based on grandfathering previous local accounting policies, PFRS 17
provides a comprehensive model for insurance contracts, covering all relevant accounting
aspects. The core of PFRS 17 is the general model, supplemented by:

∂ A specific adaptation for contracts with direct participation features (the variable fee
approach)
∂ A simplified approach (the premium allocation approach) mainly for short-duration
contracts

PFRS 17 is effective for reporting periods beginning on or after January 1, 2021, with
comparative figures required. Early application is permitted.

Deferred effectivity

∂ Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or
Contribution of Assets between an Investor and its Associate or Joint Venture. The
amendments address the conflict between PFRS 10 and PAS 28 in dealing with the loss of
control of a subsidiary that is sold or contributed to an associate or joint venture. The
amendments clarify that a full gain or loss is recognized when a transfer to an associate or
joint venture involves a business as defined in PFRS 3. Any gain or loss resulting from the
sale or contribution of assets that does not constitute a business, however, is recognized only
to the extent of unrelated investors’ interests in the associate or joint venture.

On January 13, 2016, the Financial Reporting Standards Council deferred the original effective
date of January 1, 2016 of the said amendments until the International Accounting Standards
Board (IASB) completes its broader review of the research project on equity accounting that may
result in the simplification of accounting for such transactions and of other aspects of accounting
for associates and joint ventures.

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Prior-Period Adjustments
In 2018, a subsidiary has changed the accounting for certain upfront fees on Loans and discounts
from outright income recognition as Services charges, fees and commissions to amortizing the fees to
Interest income over the expected life of the loans using the effective interest rate method. In
addition, the subsidiary adjusted the deferred tax asset recognized in previous years.

The changes have been accounted for retroactively and resulted in the following for the Group’s
consolidated statements of financial position: (i) reduction in Surplus free amounting to
=0.64 billion as of both December 31, 2017 and December 31, 2016/January 1, 2017 (ii) decrease in
P
Loans and discounts amounting to = P0.86 billion as of both December 31, 2017 and
December 31, 2016/January 1, 2017, (iii) increase in Deferred tax asset amounting to = P0.21 billion as
of both December 31, 2017 and December 31, 2016/January 1, 2017, and (iv) reduction in
Non-controlling interest amounting to P =0.01 billion as of both December 31, 2017 and
December 31, 2016/January 1, 2017. For the Group’s comparative consolidated statements of
income, the changes resulted in the following: (i) increases in Interest income amounting to
=3.1 billion and =
P P3.4 billion for the years ended December 31, 2017 and 2016, respectively,
(ii) decreases in Service charges, fees and commissions amounting to = P2.9 billion and =
P3.2 billion for
the years ended December 31, 2017 and 2016, respectively, and (iii) increases in Miscellaneous
expenses amounting to P =0.2 billion for both the years ended December 31, 2017 and 2016.

The changes also resulted in decreases in the Investment in subsidiaries and Surplus free accounts
amounting to =
P0.64 billion as of both December 31, 2017 and December 31, 2016/January 1, 2017 in
the Parent Bank’s financial statements.

There is no material impact on net income of the Group and the Parent Bank for the years ended
December 31, 2017 and 2016.

Basis of Consolidated Financial Statements


The Group’s financial statements comprise the accounts of the Parent Bank and its subsidiaries, as
enumerated in Note 1 and as disclosed under Note 15, after the elimination of material intercompany
transactions. All intercompany resources and liabilities, equity, income, and expenses and cash flows
relating to transactions with subsidiaries are eliminated in full. Unrealized profits and losses from
intercompany transactions that are recognized in the separate financial statements are also eliminated
in full. Intercompany losses that indicate impairment are recognized in the Group’s financial
statements.

The financial statements of the subsidiaries are prepared in the same reporting period as
the Parent Bank using consistent accounting policies.

Non-controlling Interests
Non-controlling interest represents the portion of profit or loss and net assets not owned, directly or
indirectly, by the Parent Bank.

The Group’s transactions with non-controlling interests that do not result in loss of control are
accounted for as equity transactions - that is, as transaction with the owners of the Group in their
capacity as owners. The difference between the fair value of any consideration paid and the relevant
share acquired of the carrying value of the net assets of the subsidiary is recognized in capital funds.
Disposals of equity investments to non-controlling interests may result in gains and losses for the
Group that are also recognized in capital funds.

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When the Group ceases to have control over a subsidiary, any retained interest in the entity is
remeasured to its fair value at the date when control is lost, with the change in carrying amount
recognized in the statements of income. The fair value is the initial carrying amount for the purposes
of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In
addition, any amounts previously recognized in other comprehensive income in respect of that entity
are accounted for as if the Group had directly disposed of the related resources or liabilities. This
may mean that amounts previously recognized in other comprehensive income are reclassified to
profit or loss.

Investment in Subsidiaries
Subsidiaries are entities (including structured entities) over which the Group has control. The Group
controls an entity when it has the power over the entity, it is exposed, or has rights to, variable returns
from its involvement with the entity, and it has the ability to affect those returns through its power
over the entity. Subsidiaries are consolidated from the date the Group obtains control.

The Group reassesses whether or not it controls an entity if facts and circumstances indicate that there
are changes to one or more of the three elements of controls indicated above. Accordingly, entities
are deconsolidated from the date that control ceases.

In the Parent Bank’s separate financial statements, investments in subsidiaries are initially recognized
at cost and subsequently accounted for using the equity method (see Note 15).

All subsequent changes to the share in the equity of the subsidiaries are recognized in the carrying
amount of the Parent Bank’s investment. Changes resulting from the profit or loss generated by the
subsidiaries are reported as Share in net profit of subsidiaries under Miscellaneous income account in
the Parent Bank’s separate statements of income.

Changes resulting from other comprehensive income of the subsidiaries are recognized in other
comprehensive income of the Parent Bank. Any distributions received from the subsidiaries
(e.g., dividends) are recognized as reduction in the carrying amount of investment in subsidiaries.
However, when the Parent Bank’s share of losses in a subsidiary equals or exceeds its interest in the
subsidiary, including any other unsecured receivables, the Parent Bank does not recognize further
losses, unless it has incurred obligations or made payments on behalf of the subsidiary. If the
subsidiary subsequently reports profits, the Parent Bank recognizes its share on those profits only
after its share of the profits exceeds the accumulated share of losses that has previously not been
recognized.

In computing the Parent Bank’s share in net profit or loss of subsidiaries, unrealized gains or losses
on transactions between the Parent Bank and its subsidiaries are eliminated to the extent of
the Parent Bank’s interest in the subsidiaries. Where unrealized losses are eliminated, the underlying
asset is also tested for impairment from a group perspective.

The Parent Bank holds interests in various subsidiaries as presented in Notes 1 and 15.

Business Combinations and Goodwill


Business acquisitions are accounted for using the acquisition method of accounting. This requires
recognizing and measuring the identifiable assets acquired, the liabilities assumed and any non-
controlling interest in the acquiree. The consideration transferred for the acquisition of a subsidiary is
the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the
Group, if any. The consideration transferred also includes the fair value of any asset or liability
resulting from a contingent consideration arrangement.

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Acquisition-related costs are expensed as incurred and subsequent change in the fair value of
contingent consideration is recognized directly in the statements of income.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. On an acquisition-by-
acquisition basis, the Group recognizes any non-controlling interest in the acquiree, either at fair
value or at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s
identifiable net assets.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of
the net identifiable assets of the acquired subsidiary at the date of acquisition. Subsequent to initial
recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested
annually for impairment. Impairment losses on goodwill are not reversed.

Gain on bargain purchase which is the excess of the Group’s interest in the net fair value of net
identifiable assets acquired over acquisition cost is recognized directly to profit.

For the purpose of impairment testing, goodwill is allocated to cash-generating units or groups of
cash-generating units that are expected to benefit from the business combination in which the
goodwill arose. The cash-generating units or groups of cash-generating units are identified according
to operating segment.

Gains and losses on the disposal of an interest in a subsidiary include the carrying amount of
goodwill relating to it.

If the business combination is achieved in stages, the acquirer is required to 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 the statements of income, as appropriate.

Any contingent consideration to be transferred by the Group is recognized at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed
to be an asset or liability is recognized in accordance with PAS 37, Provisions, Contingent Liabilities
and Contingent Assets, either in the statements of income or as a charge to other comprehensive
income. Contingent consideration that is classified as capital funds is not remeasured, and its
subsequent settlement is accounted for within capital funds.

Fair Value Measurement


The Group measures financial instruments such as financial assets at FVTPL and FVOCI at fair value
at each reporting date. Also, fair values of financial instruments measured at amortized cost and
investment properties are disclosed in Note 7.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The fair value measurement
is based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
∂ in the principal market for the asset or liability, or
∂ in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of an
asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.

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If an asset or a liability measured at fair value has a bid price and ask price, the price within the bid-
ask spread is the most representative of fair value in the circumstance shall be used to measure fair
value regardless of where the input is categorized within the fair value hierarchy. The fair value
measurement of a nonfinancial asset takes into account the market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described in Note 7, based on the lowest level input that is
significant to the fair value measurement as a whole.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.

Financial Instruments - Initial Recognition and Subsequent Measurement


Date of recognition
Financial assets and liabilities, with the exception of loans and advances to customers and balances
due to customers, are initially recognised on the trade date, i.e., the date that the Group becomes a
party to the contractual provisions of the instrument. This includes regular way trades: purchases or
sales of financial-assets that require delivery of assets within the time frame generally established by
regulation or convention in the market place. Loans and advances to customers are recognised when
funds are transferred to the customers’ accounts. The Group recognises balances due to customers
when funds are transferred to the Group.

Initial measurement of financial instruments


The classification of financial instruments at initial recognition depends on their contractual terms
and the business model for managing the instruments, as described below. Financial instruments are
initially measured at their fair value; except in the case of financial assets and financial liabilities
recorded at FVTPL, transaction costs are added to, or subtracted from, this amount. When the fair
value of financial instruments at initial recognition differs from the transaction price, the Group
accounts for the Day 1 profit or loss, as described below.

‘Day 1’ difference
Where the transaction price in a non-active market is different from the fair value based on 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 recognizes the difference
between the transaction price and the fair value (a ‘Day 1’difference) in the statements of income
unless it qualifies for recognition as some other type of asset. In cases where transaction price used is
made of data which is not observable, the difference between the transaction price and model value is
only recognized in the statements 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.

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Measurement categories of financial assets and liabilities


From 1 January 2018, the Group classifies all of its financial assets based on the business model for
managing the assets and the asset’s contractual terms, measured at either at amortized cost, at FVOCI
or at FVTPL.

The Group classifies and measures its derivative and trading portfolio at FVTPL. The Group may
designate financial instruments at FVTPL, if so doing eliminates or significantly reduces
measurement or recognition inconsistencies.

Before 1 January 2018, the Group classified its financial assets as amortized cost and FVPL.
Financial liabilities, other than loan commitments and financial guarantees, are measured at amortised
cost or at FVPL when they are held for trading, derivative instruments or the fair value designation is
applied.

Financial Assets
Financial assets are recognized when the Group becomes a party to the contractual terms of the financial
instrument. For purposes of classifying financial assets, an instrument is considered as an equity
instrument if it is non-derivative and meets the definition of equity for the issuer in accordance with
the criteria under PAS 32, Financial Instruments: Presentation. All other non-derivative financial
instruments are treated as debt instruments.

(a) Classification, Measurement and Reclassification of Financial Assets

Under PFRS 9, the classification and measurement of financial assets is driven by the entity’s
contractual cash flow characteristics of the financial assets and business model for managing the
financial assets.

As part of its classification process, the Group assesses the contractual terms of financial assets to
identify whether they meet the ‘solely payments of principal and interest’ (SPPI) test. ‘Principal’
for the purpose of this test is defined as the fair value of the financial asset at initial recognition
and may change over the life of the financial asset (e.g. if there are repayments of principal or
amortization of the premium or discount).

The most significant elements of interest within a lending arrangement are typically the
consideration for the time value of money and credit risk. To make the SPPI assessment, the
Bank applies judgement and considers relevant factors such as the currency in which the financial
asset is denominated, and the period for which the interest rate is set.

In contrast, contractual terms that introduce a more than de minimis exposure to risks or volatility
in the contractual cash flows that are unrelated to a basic lending arrangement do not give rise to
contractual cash flows that are solely payments of principal and interest on the amount
outstanding. In such cases, the financial asset is required to be measured at FVTPL.

The Group determines its business model at the level that best reflects how it manages groups of
financial assets to achieve its business objective.

The Bank's business model is not assessed on an instrument-by-instrument basis, but at a higher
level of aggregated portfolios and is based on observable factors such as:
∂ how the performance of the business model and the financial assets held within that business
model are evaluated and reported to the entity's key management personnel

*SGVFS032841*
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∂ the risks that affect the performance of the business model (and the financial assets held
within that business model) and, in particular, the way those risks are managed
∂ how managers of the business are compensated (for example, whether the compensation is
based on the fair value of the assets managed or on the contractual cash flows collected)
∂ the expected frequency, value and timing of sales are also important aspects of
the Group’s assessment.

The business model assessment is based on reasonably expected scenarios without taking 'worst
case' or 'stress case’ scenarios into account. If cash flows after initial recognition are realized in a
way that is different from the Group's original expectations, the Group does not change the
classification of the remaining financial assets held in that business model, but incorporates such
information when assessing newly originated or newly purchased financial assets going forward.

The Group’s measurement categories are described below:

Financial Assets at Amortized Cost

Financial assets are measured at amortized cost if both of the following conditions are met:

∂ the asset is held within the Group’s business model whose objective is to hold financial assets
in order to collect contractual cash flows; and,
∂ the contractual terms of the instrument give rise, on specified dates, to cash flows that are
SPPI on the principal amount outstanding.

Financial assets meeting these criteria are measured initially at fair value plus transaction costs.
They are subsequently measured at amortized cost using the effective interest method, less any
impairment in value.

The Group’s financial assets at amortized cost are presented in the statement of financial position
as Due from BSP, Due from other banks, Interbank loans receivable, Financial assets at
amortized cost under Trading and investment securities, Loans and other receivables and certain
accounts under Other resources.

For purposes of cash flows reporting and presentation, cash and cash equivalents comprise
accounts with original maturities of three months or less, including Cash and other cash items,
non-restricted balances of Due from BSP, Due from other banks, Interbank loans receivable and
Securities purchased under repurchase agreements included in Loans and other receivables.
These generally include cash on hand, demand deposits and short-term, highly liquid investments
readily convertible to known amounts of cash and which are subject to insignificant risk of
changes in value.

The Group may irrevocably elect at initial recognition to classify a financial asset that meets the
amortized cost criteria above as at FVTPL if that designation eliminates or significantly reduces
an accounting mismatch had the financial asset been measured at amortized cost. In 2017 and
2016, the Group has not made such designation.

Financial Assets at FVTPL

Debt instruments that do not meet the amortized cost criteria, or that meet the criteria but the
Group has chosen to designate as at FVTPL at initial recognition, are classified as financial assets
at FVTPL. Equity investments are classified as financial assets at FVTPL, unless the Group

*SGVFS032841*
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designates an equity investment that is not held for trading as at FVOCI at initial recognition.
The Group’s financial assets at FVTPL include government securities, corporate bonds and
equity securities which are held for trading purposes.

A financial asset is considered as held for trading if:

∂ it has been acquired principally for the purpose of selling it in the near term;
∂ on initial recognition, it is part of a portfolio of identified financial instruments that the Group
manages together and has evidence of a recent actual pattern of short-term profit-taking; or,
∂ it is a derivative that is not designated and effective as a hedging instrument or financial
guarantee.

Financial assets at FVTPL are measured at fair value. Related transaction costs are recognized
directly as expense in the statements of income. Unrealized gains and losses arising from
changes (mark-to-market) in the fair value of the financial assets at FVTPL category and realized
gains or losses arising from disposals of these instruments are included in Gains (losses) on
trading and investment securities at FVTPL and FVOCI account in the statements of income.

Interest earned on these investments is reported in the statements of income under Interest
income account while dividend income is reported in the statements of income under
Miscellaneous income account when the right of payment has been established.

Financial Assets at FVOCI - Equity Investments


At initial recognition, the Group can make an irrevocable election (on an instrument-by-
instrument basis) to designate equity investments as at FVOCI; however, such designation is not
permitted if the equity investment is held by the Group for trading. The Group has designated
certain equity instruments as at FVOCI on initial application of PFRS 9.

Financial assets at FVOCI are initially measured at fair value plus transaction costs.
Subsequently, they are measured at fair value, with no deduction for any disposal costs. Gains
and losses arising from changes in fair value are recognized in other comprehensive income and
accumulated in Net unrealized fair value gains (losses) on investment securities in the statements
of financial position. When the asset is disposed of, the cumulative gain or loss previously
recognized in the Net unrealized fair value gains (losses) on investment securities account is not
reclassified to profit or loss, but is reclassified directly to Surplus free account.

Any dividends earned on holding these equity instruments are recognized in the statements of
income under Miscellaneous income account.

Applicable for the period beginning January 1, 2018


The Group applies the new category under PFRS 9 of debt instruments measured at FVOCI when
both of the following conditions are met:
∂ the instrument is held within a business model, the objective of which is achieved by both
collecting contractual cash flows and selling financial assets, and
∂ the contractual terms of the financial asset meet the SPPI test.

FVOCI debt instruments are subsequently measured at fair value with gains and losses arising
due to changes in fair value being recognized in OCI. Interest income and foreign exchange
gains and losses are recognized in the statements of income in the same manner as for financial
assets measured at amortized cost. The ECL calculation for financial assets at FVOCI is
explained in the ‘Impairment of Financial Assets’ section.

*SGVFS032841*
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On derecognition, cumulative gains or losses previously recognized in OCI are reclassified from
OCI to the statements of income.

The Group can only reclassify financial assets if the objective of its business model for managing
those financial assets changes. Accordingly, the Group is required to reclassify financial assets:
(i) from amortized cost to FVTPL, if the objective of the business model changes so that the
amortized cost criteria are no longer met; and, (ii) from FVTPL to amortized cost, if the objective
of the business model changes so that the amortized cost criteria start to be met and the
characteristic of the instrument’s contractual cash flows meet the amortized cost criteria.

A change in the objective of the Group’s business model will be effected only at the beginning of
the next reporting period following the change in the business model.

(b) Impairment of Financial Assets


Applicable for the year ended December 31, 2017 and prior years
The Group assesses at the end of each reporting period whether there is objective evidence that a
financial asset or group of financial assets is impaired. A financial asset or a group of financial
assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of
impairment as a result of one or more events that occurred after the initial recognition of the asset
(a loss event) and that loss event (or events) has an impact on the estimated future cash flows of
the financial assets or group of financial assets that can be reliably estimated.

Objective evidence that a financial asset or group of assets is impaired includes observable data
that comes to the attention of the Group about certain loss events, including, among others: (i)
significant financial difficulty of the issuer or debtor; (ii) a breach of contract, such as a default or
delinquency in interest or principal payments; (iii) the Group granting the borrower, for economic
or legal reasons relating to the borrower’s financial difficulty, a concession that the lender would
not otherwise consider; (iv) it is probable that the borrower will enter bankruptcy or other
financial reorganization; (v) the disappearance of an active market for that financial asset because
of financial difficulties; or, (vi) observable data indicating that there is a measurable decrease in
the estimated future cash flows from a group of financial assets since the initial recognition of
those assets, although the decrease cannot yet be identified with the individual financial assets in
the group.

For financial assets classified and measured at amortized cost, the Group first assesses whether
objective evidence of impairment exists individually for financial assets that are individually
significant and individually or collectively for financial assets that are not individually
significant. If the Group determines that no objective evidence of impairment exists for an
individually assessed financial asset, whether significant or not, it includes the asset in a group of
financial assets with similar credit risk characteristics and collectively assesses them for
impairment.

Financial assets that are individually assessed for impairment and for which an impairment loss is
or continues to be recognized are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss on financial assets carried at amortized cost
has been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future credit
losses that have not been incurred), discounted at the financial asset’s original effective interest
rate or current effective interest rate determined under the contract if the loan has a variable
interest rate. The carrying amount of the asset is reduced through the use of an allowance account
and the amount of the loss is recognized in the statements of income.

*SGVFS032841*
- 22 -

If a financial asset carried at amortized cost has a variable interest rate, the discount rate for
measuring any impairment loss is the current effective interest rate determined under the contract.
When practicable, the Group may measure impairment on the basis of an instrument’s fair value
using an observable market price.

The calculation of the present value of the estimated future cash flows of a collateralized financial
asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling
the collateral, whether or not foreclosure is probable.

For the purpose of collective evaluation of impairment for loans and receivables, financial assets
are grouped on the basis of similar credit risk characteristics (i.e., on the basis of the Group’s
grading process that considers asset type, industry, geographical location, collateral type, past-due
status and other relevant factors). Those characteristics are relevant to the estimation of future
cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts
due according to the contractual terms of the assets being evaluated.

Future cash flows in a group of financial assets that are collectively evaluated for impairment are
estimated on the basis of the contractual cash flows of the assets in the group and historical loss
experience for assets with credit risk characteristics similar to those in the group. Historical loss
experience is adjusted on the basis of current observable data to reflect the effects of current
conditions that did not affect the period on which the historical loss experience is based and to
remove the effects of conditions in the historical period that do not exist currently.

Estimates of changes in future cash flows for groups of assets should reflect and be directionally
consistent with changes in related observable data from period to period (for example, changes in
unemployment rates, property prices, payment status, or other factors indicative of changes in the
probability of 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.

The Group also takes into account basic guidelines in setting up allowance for credit losses as
prescribed under BSP Circular No. 855 (Appendix 18). Financial institutions with credit
operations that may not economically justify a more sophisticated loan loss estimation
methodology or where practices fall short of expected standards shall be subject to the said
guidelines.

When possible, the Group seeks to restructure loans rather than to take possession of the
collateral. This may involve extending the payment arrangement and agreement for 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 evidencing the
good quality of the loan 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 effective interest rate. The difference between the recorded amount of the original loan
and the present value of the restructured cash flows, discounted at the original effective interest
rate, is recognized as part of Provision for credit losses account in the statements of income.

When a loan receivable is determined to be uncollectible, it is written-off against the related


allowance for impairment. Such loan or receivable is written-off after all the prescribed
procedures have been completed and the amount of the loss has been determined. Subsequent
recoveries of amounts previously written-off decrease the amount of impairment losses in the
statements of income.

*SGVFS032841*
- 23 -

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognized (such as an
improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed
by adjusting the allowance account. The amount of the reversal is recognized in the statements of
income.

Applicable beginning January 1, 2018


The adoption of the final version of PFRS 9 has fundamentally changed the Group’s impairment
method by replacing PAS 39’s incurred loss approach with a forward-looking ECL approach.
From January 1, 2018, the Group has been recording the allowance for expected credit losses for
all loans and other debt financial assets carried at amortized cost, together with loan commitments
and financial guarantee contracts. Equity instruments are not subject to impairment under
PFRS 9.

ECL represent credit losses that reflect an unbiased and probability-weighted amount which is
determined by evaluating a range of possible outcomes, the time value of money and reasonable
and supportable information about past events, current conditions and forecasts of future
economic conditions. ECL allowances are measured at amounts equal to either (i) 12-month ECL
or (ii) lifetime ECL for those financial instruments which have experienced a significant increase
in credit risk (SICR) since initial recognition (General Approach). The 12-month ECL is the
portion of lifetime ECL that results from default events on a financial instrument that are possible
within the 12 months after the reporting date. Lifetime ECL are credit losses that results from all
possible default events over the expected life of a financial instrument.

The Group has established a policy to perform an assessment, at the end of each reporting period,
of whether a financial instrument’s credit risk has increased significantly since initial recognition,
by considering the change in the risk of default occurring over the remaining life of the financial
instrument.

For non-credit-impaired financial instruments:


∂ Stage 1 is comprised of all non-impaired financial instruments which have not experienced a
SICR since initial recognition. The Group and the Parent Bank recognizes a 12-month ECL
for Stage 1 financial instruments.
∂ Stage 2 is comprised of all non-impaired financial instruments which have experienced a
SICR since initial recognition. The Group and the Parent Bank recognizes a lifetime ECL for
Stage 2 financial instruments.

For credit-impaired financial instruments:


∂ Financial instruments are classified as Stage 3 when there is objective evidence of
impairment as a result of one or more loss events that have occurred after initial recognition
with a negative impact on the estimated future cash flows of a loan or a portfolio of loans.
The ECL model requires that lifetime ECL be recognized for impaired financial instruments.

The Group uses internal credit assessment and approvals at various levels to determine the credit
risk of exposures at initial recognition. Assessment can be quantitative or qualitative and depends
on the materiality of the facility or the complexity of the portfolio to be assessed.

The Group defines a financial instrument as in default, which is fully aligned with the definition
of credit impaired, in all cases when the borrower becomes more than 90 days past due on its
contractual payments. As a part of a qualitative assessment of whether a customer is in default,
the Group also considers a variety of instances that may indicate unlikeliness to pay. When such

*SGVFS032841*
- 24 -

events occur, the Group carefully considers whether the event should result in treating the
customer as defaulted. An instrument is considered to be no longer in default (i.e., to have cured)
when it no longer meets any of the default criteria for a consecutive period of 180 days (i.e.
consecutive payments from the borrowers for 180 days).

The criteria for determining whether credit risk has increased significantly vary by portfolio and
include quantitative changes in probabilities of default and qualitative factors such as downgrade
in the credit rating of the borrowers and a backstop based on delinquency. The credit risk of a
particular exposure is deemed to have increased significantly since initial recognition if, based on
the Group’s internal credit assessment, the borrower or counterparty is determined to require
close monitoring or with well-defined credit weaknesses. For exposures without internal credit
grades, if contractual payments are more than a specified days past due threshold (i.e. 30 days),
the credit risk is deemed to have increased significantly since initial recognition. Days past due
are determined by counting the number of days since the earliest elapsed due date in respect of
which full payment has not been received. In subsequent reporting periods, if the credit risk of
the financial instrument improves such that there is no longer a SICR since initial recognition, the
Group shall revert to recognizing a 12-month ECL.

ECL is a function of the PD, EAD and LGD, with the timing of the loss also considered, and is
estimated by incorporating forward-looking economic information and through the use of
experienced credit judgment.

The PD represents the likelihood that a credit exposure will not be repaid and will go into default
in either a 12-month horizon for Stage 1 or lifetime horizon for Stage 2. The PD for each
individual instrument is modelled based on historical data and is estimated based on current
market conditions and reasonable and supportable information about future economic conditions.
The Group segmented its credit exposures based on homogenous risk characteristics and
developed a corresponding PD methodology for each portfolio. The PD methodology for each
relevant portfolio is determined based on the underlying nature or characteristic of the portfolio,
behavior of the accounts and materiality of the segment as compared to the total portfolio.

EAD is modelled on historic data and represents an estimate of the outstanding amount of credit
exposure at the time a default may occur. For off-balance sheet and undrawn amounts, EAD
includes an estimate of any further amounts to be drawn at the time of default. LGD is the
amount that may not be recovered in the event of default and is modelled based on historical cash
flow recovery and reasonable and supportable information about future economic conditions,
where appropriate. LGD takes into consideration the amount and quality of any collateral held.

In certain circumstances, the Group modifies the original terms and conditions of a credit
exposure to form a new loan agreement or payment schedule. The modifications can be given
depending on the borrower’s or counterparty’s current or expected financial difficulty. The
modifications may include, but are not limited to, change in interest rate and terms, principal
amount, maturity date, date and amount of periodic payments and accrual of interest and charges.
Distressed restructuring with indications of unlikeliness to pay are categorized as impaired
accounts and are moved to Stage 3.

(c) Derecognition of 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 contractual rights to receive cash flows from the financial
instruments expire, or when the financial assets and all substantial risks and rewards of ownership
have been transferred to another party. If the Group neither transfers nor retains substantially all

*SGVFS032841*
- 25 -

the risks and rewards of ownership and continues to control the transferred asset, the Group
recognizes its retained interest in the asset and an associated liability for amounts it may have to
pay. If the Group retains substantially all the risks and rewards of ownership of a transferred
financial asset, the Group continues to recognize the financial asset and also recognizes a
collateralized borrowing for the proceeds received.

Derivative Financial Instruments


The Group is a counterparty to derivatives contracts, such as forwards, swaps and warrants. These
contracts are entered into as a means of reducing or managing the Group’s foreign exchange and
interest rate exposures as well as those of its customers.

Derivatives are initially recognized at fair value on the date on which the derivative contract is
entered into and are subsequently measured at their fair values. Fair values are obtained from quoted
market prices in active markets, including recent market transactions. All derivatives are carried as
resources when fair value is positive and as liabilities when fair value is negative.

The best evidence of the fair value of a derivative at initial recognition is the transaction price (the
fair value of the consideration given or received) unless the fair value of that instrument is evidenced
by comparison with other observable current market transactions in the same instrument. When such
evidence exists, which indicates a fair value different from the transaction price, the Group recognizes
a gain or loss at initial recognition.

For more complex instruments, the Group uses proprietary models, which usually are developed from
recognized valuation models. Some or all of the inputs into these models may not be market
observable, and are derived from market prices or rates or are estimated based on assumptions. When
entering into a transaction, the financial instrument is recognized initially at the transaction price,
which is the best indicator of fair value, although the value obtained from the valuation model may
differ from the transaction price. This initial difference in fair value indicated by valuation
techniques is recognized in income depending upon the individual facts and circumstances of each
transaction and not later than when the market data becomes observable.

Changes in the fair value of derivatives are recognized in the statements of income.

Financial Liabilities
Financial liabilities which include deposit liabilities, bills payable, notes and bonds payable, and other
liabilities (except tax-related payables, pre-need reserves and post-employment defined benefit
obligation) are recognized when the Group becomes a party to the contractual terms of the
instrument.

Financial liabilities are recognized initially at their fair value and subsequently measured at amortized
cost using the effective interest method, for those with maturities beyond one year, less settlement
payments. All interest-related charges incurred on financial liabilities are recognized as an expense in
the statements of income under the caption Interest expense.

Deposit liabilities are stated at amounts in which they are to be paid. Interest is accrued periodically
and recognized in a separate liability account before recognizing as part of deposit liabilities.

Bills payable and Notes and bonds payable are recognized initially at fair value, which is the issue
proceeds (fair value of consideration received) less any issuance costs. These are subsequently
measured at amortized cost; any difference between the proceeds net of transaction costs and the
redemption value is recognized in the statements of income over the period of the borrowings using
the effective interest method.

*SGVFS032841*
- 26 -

Derivative liabilities, which are included as part of Other Liabilities, are recognized initially and
subsequently measured at fair value with changes in fair value recognized in the statements of
income.

Other liabilities, apart from derivative liabilities, are recognized initially at their fair value and
subsequently measured at amortized cost, using effective interest method for maturities beyond one
year, less settlement payments.

Financial liabilities are derecognized from the statement of financial position only when the
obligations are extinguished either through discharge, cancellation or expiration. Where an existing
financial liability is replaced by another from the same lender on substantially different terms, or if
the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and a recognition of the new liability, and the
difference in the respective carrying amounts is recognized in the statements of income.

Offsetting Financial Instruments


Financial resources and liabilities are offset and the resulting net amount, considered as a single
financial asset or financial liability, is reported in the statements of financial position when there is a
legally enforceable right to offset the recognized amounts and there is an intention to settle on a net
basis, or realize the asset and settle the liability simultaneously. The right of set-off must be available
at the end of the reporting period, that is, it is not contingent on future event. It must also be
enforceable in the normal course of business, in the event of default, and in the event of insolvency or
bankruptcy; and must be legally enforceable for both entity and all counterparties to the financial
instruments.

Bank Premises, Furniture, Fixtures and Equipment


Bank premises, furniture, fixtures and equipment are carried at acquisition cost less accumulated
depreciation and amortization, and any impairment in value.

The cost of an asset comprises its purchase price and directly attributable costs of bringing the asset
to working condition for its intended use. Expenditures for additions, major improvements and
renewals are capitalized, while expenditures for repairs and maintenance are charged to expense as
incurred.

Depreciation is computed on a straight-line basis over the estimated useful lives of the depreciable
assets as follows:

Buildings 25 - 50 years
Furniture, fixtures and equipment 5 - 10 years

Leasehold rights and improvements are amortized over the term of the lease or the estimated useful
lives of the improvements of five to ten years, whichever is shorter.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.

The residual values, estimated useful lives and method of depreciation and amortization of bank
premises, furniture, fixtures and equipment (except land) are reviewed and adjusted if appropriate, at
the end of each reporting period.

If a change in use requires an item of bank premises, furniture, fixtures and equipment to be
reclassified to investment properties, the difference between the carrying amount of such asset and its

*SGVFS032841*
- 27 -

fair value as of the date of change in use is recognized in other comprehensive income and
accumulated in equity under the Other reserves account. If the asset is subsequently retired or
disposed of, the related revaluation surplus is transferred directly to Surplus free account.

An item of bank premises, furniture, fixtures and equipment, including the related accumulated
depreciation, amortization and impairment losses, is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising
on derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the item) is included in the statements of income in the year the item is
derecognized.

Investment Properties
Investment properties are properties held either to earn rental income or for capital appreciation or for
both, but not for sale in the ordinary course of business, use in the production or supply of goods or
services or for administrative purposes.

Investment properties are measured initially at acquisition cost which comprise its purchase price and
directly attributable cost incurred. These include parcels of land and buildings and related
improvements acquired by the Group from defaulting borrowers. Subsequently, investment
properties are accounted for under the fair value model. It is revalued and reported in the statement of
financial position at its market value as determined by independent appraisal companies acceptable to
the BSP. The carrying amounts recognized in the statement of financial position reflect the prevailing
market conditions at the reporting date.

Any gain or loss resulting from either a change in the fair value or the sale or retirement of an
investment property is immediately recognized in the statements of income as Fair value gains or
losses on investment properties under Miscellaneous income or expenses account in the statements of
income.

Investment properties are derecognized upon disposal or when permanently withdrawn from use and
no future economic benefit is expected from its disposal. Any gain or loss on the retirement or
disposal of an investment property is recognized in the statements of income in the year of retirement
or disposal.

Direct operating expenses related to investment properties, such as repairs and maintenance, and real
estate taxes are normally charged against current operations in the period in which these costs are
incurred.

Intangible Assets
Intangible assets include goodwill and acquired computer software. Goodwill represents the excess
of the acquisition cost over the fair value of the identifiable net assets (a) of the former International
Exchange Bank (iBank) in its merger with the Bank on April 30, 2006; (b) of CSB upon its
acquisition by the Bank on January 8, 2013, (c) of PR Savings Bank upon its acquisition by CSB on
June 14, 2018 and (d) of PETNET upon acquisition by the Group on December 17, 2018 (Note 1).
Goodwill has indefinite useful life and, thus, not subject to amortization but requires an annual test
for impairment. Goodwill is subsequently carried at cost less accumulated impairment losses.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Goodwill
sometimes cannot be allocated on a non-arbitrary basis to individual cash-generating units, but only
to groups of cash-generating units. As a result, the lowest level within the Parent Bank at which
goodwill is monitored for internal management purposes sometimes comprises a number of
cash-generating units. The Group’s cash-generating unit represents all the branches and segments of

*SGVFS032841*
- 28 -

the Parent Bank, including the units that were integrated to the Parent Bank as a result of the
acquisitions.

Computer software used in administration is accounted for under the cost model. The cost of the
asset is the amount of cash or cash equivalents paid or the fair value of the other considerations given
up to acquire an asset at the time of its acquisition or production.

Computer software licenses are capitalized on the basis of the costs incurred to acquire, develop, and
install the specific software. These costs are amortized on a straight-line basis over the expected
useful lives ranging from five to ten years, as the lives of these intangible assets are considered finite.
These costs are recognized as part of Depreciation and amortization under the Other expenses account
in the statements of income. Costs associated with maintaining computer software are expensed as
incurred. In addition, intangible assets are subject to impairment testing.

When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference
between the proceeds and the carrying amount of the asset and is recognized in the statements of
income.

Other Resources
Other resources pertain to resources controlled by the Group as a result of past events. These are
recognized in the financial statements when it is probable that the future economic benefits will flow
to the Group and the asset has a cost or value that can be measured reliably.

Provisions and Contingencies


Provisions are recognized when present obligations will probably lead to an outflow of economic
resources and they can be estimated reliably even if the timing or amount of the outflow may still be
uncertain. A present obligation arises from the presence of a legal or constructive obligation that has
resulted from past events (e.g., legal dispute or onerous contracts).

Provisions are measured at the estimated expenditure required to settle the present obligation, based
on the most reliable evidence available at the end of the reporting period, including the risks and
uncertainties associated with the present obligation. Any reimbursement expected to be received in
the course of settlement of the present obligation is recognized, if virtually certain as a separate asset,
at an amount not exceeding the balance of the related provision. Where there are a number of similar
obligations, the likelihood that an outflow will be required in settlement is determined by considering
the class of obligations as a whole. When time value of money is material, long-term provisions are
discounted to their present values using a pretax rate that reflects market assessment and the risks
specific to the obligation. The increase in the provision due to passage of time is recognized as
interest expense. Provisions are reviewed at the end of each reporting period and adjusted to reflect
the current best estimate.

In those cases where the possible outflow of economic resource as a result of present obligations is
considered improbable or remote, or the amount to be provided for cannot be measured reliably, no
liability is recognized in the financial statements. Similarly, possible inflows of economic benefits
that do not yet meet the recognition criteria of an asset are considered contingent assets, hence, are
not recognized in the financial statements. On the other hand, any reimbursement that the Group can
be virtually certain to collect from a third party with respect to the obligation is recognized as a
separate asset not exceeding the amount of the related provision.

*SGVFS032841*
- 29 -

Pre-Need Reserves and Insurance Premium Reserves


(a) Pre-need Reserves

In the Group’s consolidated financial statements, pre-need reserves (PNR), presented as part of
Other liabilities in the consolidated statements of financial position, are recognized for all
pre-need benefits guaranteed and payable by FUPI as defined in the pre-need pension plan
contracts.

PNR for pension plans are determined using the requirements on provisioning of PAS 37 and the
specific method of computation required by the Insurance Commission (IC) as described below.

The amount recognized as a provision to cover the PNR is the best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The risks and
uncertainties that inevitably surround many events and circumstances were taken into account in
reaching the best estimate of a provision.

PNR is computed based on the following considerations:

∂ On actively paying plans, provision is equivalent to the present value of future plan benefits
reduced by the present value of future trust fund contributions required per product model
discounted using the transitory discount rate which does not exceed the lower of the
attainable rate as certified by the Trustee, and the discount interest rate prescribed by the IC
in accordance with IC Circular Letter No. 23-2012, Valuation of Transitory Pre-need
Reserves, for old basket of plans previously approved by the SEC.

∂ On lapsed plans, provision is equivalent to the present value of future plan benefits reduced
by the present value of future trust fund contributions at lapse date, multiplied by the
reinstatement rate.

∂ On fully paid plans, provision is equivalent to the present value of future plan benefits
discounted using the transitory discount rate.

∂ Future events that may affect the foregoing amounts are reflected in the amount of the
provision for PNR where there is sufficient objective evidence that they will occur.

∂ The rates of surrender, cancellation, reinstatement, utilization and inflation, when applied,
represent the actual experience of FUPI in the last three years, or the industry, in the absence
of a reliable experience.

∂ The probability of pre-termination or surrender of fully paid plans are considered in


determining the PNR of fully paid plans. A pre-termination experience on fully paid plans of
5% and below are considered insignificant. In such cases, derecognition of liability shall be
recorded at pre-termination date.

The computation of the foregoing assumptions is validated by the IC-accredited actuary of


FUPI.

Any excess in the amount of the trust fund as a result of the revised reserving requirement
shall neither be released from the fund nor be credited/set-off to future required contributions.

*SGVFS032841*
- 30 -

(b) Insurance Premium Reserves

Insurance premium reserves for pension plans represents FUPI’s actuarially-determined liability
in accordance with PAS 37 to guarantee the benefits provided in the plan in consideration of the
insurance premium funds assigned for this purpose as determined and certified by the
IC-accredited actuary.

Capital Funds
Common stock represents the nominal value of shares that have been issued.

Additional paid-in capital includes any premiums received on the issuance of common stock. Any
transaction costs associated with the issuance of shares are deducted from additional paid-in capital,
net of any related income tax benefits.

Surplus free includes all current and prior period results as reported in the statements of income and
which are available and not restricted for use by the Group, reduced by the amounts of dividend
declared, if any.

Surplus reserves pertains to the following:

(a) Portion of the Group’s income from trust operations set-up on a yearly basis in compliance with
BSP regulations. The surplus set-up is equal to 10% of the net profit accruing from the trust
business until the surplus shall amount to 20% of authorized capital stock. The reserve shall not
be paid out as dividends, but losses accruing in the course of the trust business may be charged
against this account.

(b) Accumulated trust fund income of FUPI that is automatically restricted to payments of benefits of
planholders and related payments in accordance with the amended Pre-need Uniform Chart of
Accounts (PNUCA).

(c) The difference of the 1% required General Loan Loss Provision on Stage 1 on-balance sheet
loans over the computed allowance for credit losses on Stage 1 accounts as required by the BSP
Circular No. 1011 - Guidelines on the Adoption of the Philippine Financial Reporting Standard
(PFRS) 9 - Financial Instruments.

Net unrealized fair value gains (losses) on investment securities pertains to cumulative mark-to-
market valuation of financial assets at FVOCI.

Remeasurements of defined benefit plan refer to accumulated actuarial losses, net of gains, as a result
of remeasurements of post-employment defined benefit plan and return on plan assets (excluding
amount included in net interest).

Other reserves pertains to the difference between the net carrying amount and fair value of certain
properties that were reclassified from owner-occupied properties to investment properties to reflect
the change in use.

Non-controlling interests represent the portion of the net resources and profit or loss not attributable
to the Group which are presented separately in the Group’s statements of income and within the
capital funds in the Group’s statements of financial position and changes in capital funds.

*SGVFS032841*
- 31 -

Revenue and Cost Recognition


Revenue is recognized to the extent that the revenue can be reliably measured; it is probable that
future economic benefits will flow to the Group; and the costs incurred or to be incurred can be
reliably measured. Expenses are recognized in the statements of income upon utilization of the
resources or services or at the date these are incurred. All finance costs are reported on an accrual
basis. The following specific recognition criteria of income and expenses must also be met before
income or expense is recognized:

(a) Interest income recognized using the effective interest rate method - Interest income is recognized
in the statements of income for all instruments measured at amortized cost and debt instruments
classified as financial assets at FVOCI using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial asset or
a financial liability and of allocating the interest income or interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts through the expected life of the financial instrument or, when appropriate, a
shorter period to the net carrying amount of the financial asset or financial liability. When
calculating the effective interest rate, the Group estimates cash flows considering all contractual
terms of the financial instrument but does not consider future credit losses. The calculation
includes all fees paid or received between parties to the contract that are an integral part of the
effective interest rate, transaction costs and all other premiums or discounts.

When financial asset becomes credit-impaired and is, therefore, regarded as ‘Stage 3’, the Group
calculates interest income by applying the effective interest rate to the net amortized cost of the
financial asset. If the financial assets cures and is no longer credit-impaired, the Group reverts to
calculating interest income on a gross basis.

(b) Other interest income - Interest income on all trading assets and financial assets mandatorily
required to be measured at FVTPL is recognized using the contractual interest rate and is
included under Interest Income on financial assets at fair value through profit or loss.

(c) Service charges, fees and commissions - Service charges, fees and commissions are generally
recognized when the service has been provided. Loan commitment fees are earned as services are
provided, recognized as other income on a time proportion basis over the commitment period.

The Group has a loyalty points programme as part of its credit cards business which allows
customers to accumulate points that can be redeemed for free products. The loyalty points give
rise to a separate performance obligation as they provide a material right to the customer.
A portion of the interchange fee is allocated to the loyalty points awarded to customers based on
relative stand-alone selling price and recognised as a contract liability until the points are
redeemed. Revenue is recognised upon redemption of products by the customer.

(d) Gain (loss) on trading and investment securities - Gain (loss) on trading and investment securities
is recognized when the risk and rewards of the securities is transferred to the buyer (at an amount
equal to the difference of the selling price and the carrying amount of securities) and as a result of
the mark-to market valuation of outstanding securities classified as FVTPL at year-end.

(e) Premium revenues - Premiums from sale of pre-need plans are recognized as earned when
collected inclusive of advance premium payments. When premiums are recognized as income,
the related cost of contracts is computed and recognized, with the result that the benefits and
expenses are matched with such revenue.

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(f) Miscellaneous income includes the following accounts:


∂ Commissions earned on credit cards - Commissions earned on credit cards are recognized as
income upon receipt from member establishments of charges arising from credit availments
by credit cardholders. These commissions are computed based on certain agreed rates and
are deducted from amounts remittable to member establishments. Purchases by the credit
cardholders, collectible on installment basis, are recorded at the cost of the items purchased.
Interest income is recognized on every term of installment billed to the cardholders and
computed using the effective interest method.

∂ Gain (loss) from sale of assets - Profit or loss from assets sold or exchanged is recognized
when the control of the assets is transferred to the buyer or when the collectibility of the
entire sales price is reasonably assured.

∂ Rental - Rental income arising from leased properties is accounted for on a straight-line basis
over the lease terms on ongoing leases.

∂ Income from bancassurance business - Exclusive access fee (EAF) related to the
bancassurance partnership is recognized as revenue by reference to the completion rate of the
target cumulative annualized premium earned.

∂ Dividend - Dividend income is recognized when the Group’s right to receive payment is
established.

∂ Income from trust operations - Trust fees related to investment funds are recognized in
reference to the net asset value of the funds. The same principle is applied for wealth
management, financial planning and custody services that are continuously provided over an
extended period of time.

Leases
The Group accounts for its leases as follows:

(a) Group as Lessee


Leases, which do not transfer to the Group substantially all the risks and benefits of ownership of
the asset, are classified as operating leases. Operating lease payments (net of any incentive
received from the lessor) are recognized as expense in the statements of income on a straight-line
basis over the lease term. Associated costs, such as repairs, maintenance and insurance, are
expensed as incurred.

(b) Group as Lessor


Leases, which do not transfer to the lessee substantially all the risks and benefits of ownership of
the asset, are classified as operating leases. Lease income from operating leases is recognized as
income in the statements of income on a straight-line basis over the lease term.

The Group determines whether an arrangement is, or contains a lease based on the substance of
the arrangement. It makes an assessment of whether the fulfilment of the arrangement is
dependent on the use of a specific asset or assets and the arrangement conveys a right to use the
asset.

Foreign Currency Transactions and Translations


The accounting records of the Group are maintained in Philippine pesos except for the Foreign
Currency Deposit Unit (FCDU) of the Parent Bank which are maintained in United States (U.S.)

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dollars. Foreign currency transactions during the period are translated into the functional currency at
exchange rates which approximate those prevailing on transaction dates.

For financial reporting purposes, the accounts of the FCDU are translated into their equivalents in
Philippine pesos based on the Philippine Dealing System closing rates (PDSCR) prevailing at the end
of the period (for resources and liabilities) and at the average PDSCR for the period (for income and
expenses).

Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and
from the translation at period-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognized in the statements of income.

Changes in the fair value of monetary financial assets denominated in foreign currency are analyzed
between translation differences resulting from changes in the amortized cost of the security and other
changes in the carrying amount of the security. Translation differences related to changes in
amortized cost are recognized in the statements of income, and other changes in the carrying amount
are recognized in other comprehensive income.

Impairment of Non-financial Assets


The Group’s Intangible assets (consisting of goodwill and computer software recorded as part of
Other resources), Bank premises, furniture, fixtures and equipment, Investments in subsidiaries (for
Parent Bank only) and other non-financial assets are subject to impairment testing. Intangible assets
with an indefinite useful life, such as goodwill, are tested for impairment at least annually. All other
individual assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.

For purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). As a result, some assets are tested
individually for impairment and some are tested at cash-generating unit level.

Impairment loss is recognized in the statements of income for the amount by which the asset’s or
cash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair
value, reflecting market conditions, less costs to sell and value in use. In determining value in use,
management estimates the expected future cash flows from each cash-generating unit and determines
the suitable interest rate in order to calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as
necessary to exclude the effects of asset enhancements. Discount factors are determined individually
for each cash-generating unit and reflect management’s assessment of respective risk profiles, such as
market and asset-specific risk factors.

All assets are subsequently reassessed for indications that an impairment loss previously recognized
may no longer exist and the carrying amount of the asset is adjusted to the recoverable amount
resulting in the reversal of the impairment loss, except for goodwill.

Employee Benefits
The Group’s employment benefits to employees are as follows:

(a) Post-employment Defined Benefit Plan


A defined benefit plan is a post-employment plan that defines an amount of post-employment
benefit that an employee will receive on retirement, usually dependent on one or more factors
such as age, years of service and salary. The legal obligation for any benefits from this kind of
post-employment plan remains with the Group, even if plan assets for funding the defined benefit

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plan have been acquired. Plan assets may include assets specifically designated to a long-term
benefit fund, as well as qualifying insurance policies. The Group’s defined benefit post-
employment plan covers all regular full-time employees. The pension plan is tax-qualified,
noncontributory and administered by a trustee.

The liability recognized in the statement of financial position for a defined benefit plan (included
as part of Other Liabilities) is the present value of the defined benefit obligation (DBO) at the end
of the reporting period less the fair value of plan assets. The DBO is calculated annually by
independent actuaries using the projected unit credit method. The present value of the DBO is
determined by discounting the estimated future cash outflows arising from expended benefit
payments using a discount rate derived from the interest rates of a zero coupon government bond
as published by Philippine Dealing & Exchange Corp., that are denominated in the currency in
which the benefits will be paid and that have terms to maturity approximating to the terms of the
related post-employment liability.

Remeasurements, comprising of actuarial gains and losses arising from experience adjustments
and changes in actuarial assumptions and the return on plan assets (excluding amount included in
net interest) are reflected immediately in the statement of financial position with a charge or
credit recognized in other comprehensive income in the period in which they arise. Net interest is
calculated by applying the discount rate at the beginning of the period to the net defined benefit
liability or asset and is included as part of Interest expense or Interest income in the statements of
income.

Past-service costs are recognized immediately in the statements of income in the period of a plan
amendment or curtailment.

(b) Post-employment Defined Contribution Plan


A defined contribution plan is a post-employment plan under which the Group pays fixed
contributions into an independent entity, such as the Social Security System. The Group has no
legal or constructive obligations to pay further contributions after payment of the fixed
contribution. The contributions recognized in respect of defined contribution plans are expensed
as they fall due. Liabilities and assets may be recognized if underpayment or prepayment has
occurred.

(c) Termination Benefits


Termination benefits are payable when employment is terminated by the Group before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange for these
benefits. The Group recognizes termination benefits at the earlier of when it can no longer
withdraw the offer of such benefits and when it recognizes costs for a restructuring that is within
the scope of PAS 37 and involves the payment of termination benefits. In the case of an offer
made to encourage voluntary redundancy, the termination benefits are measured based on the
number of employees expected to accept the offer. Benefits falling due more than 12 months
after the end of the reporting period are discounted to their present value.

(d) Profit-Sharing and Bonus Plans


The Group recognizes a liability and an expense for bonuses and profit-sharing, based on a
formula that takes into consideration the profit attributable to the Parent Bank’s shareholders, as
indicated in the statements of income, after certain regulatory adjustments. The Group recognizes
a provision where it is contractually obliged to pay the bonus plans. The Group also recognizes a
provision for profit-sharing and bonus plans where there is a past practice that has created a
constructive obligation, whether paid in cash or in the form of shares of the Parent Bank to be
issued under the Employee Stock Plan.

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(e) Compensated Absences


Compensated absences are recognized for the number of paid leave days (including holiday
entitlement) remaining at the end of the reporting date.

They are included as part of Accrued taxes and other expenses under the Other liabilities account
in the statement of financial position at the undiscounted amount that the Group expects to pay as
a result of the unused entitlement.

Income Taxes
Tax expense recognized in the statements of income comprises the sum of deferred tax and current
tax not recognized in other comprehensive income or directly in capital funds, if any.

Current tax assets or liabilities comprise those claims from, or obligations to, fiscal authorities
relating to the current or prior reporting period, that are uncollected or unpaid at the end of the
reporting period. They are calculated using the tax rates and tax laws applicable to the fiscal periods
to which they relate, based on the taxable profit for the year. All changes to current tax assets or
liabilities are recognized as a component of tax expense in the statements of income.

Deferred tax is accounted for using the liability method on temporary differences at the end of the
reporting period between the tax base of assets and liabilities and their carrying amounts for financial
reporting purposes. Under the liability method, with certain exceptions, deferred tax liabilities are
recognized for all taxable temporary differences and deferred tax assets are recognized for all
deductible temporary differences and the carryforward of unused tax losses and unused tax credits to
the extent that it is probable that taxable profit will be available against which the deferred tax assets
can be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period
and are recognized to the extent that it has become probable that future taxable profit will be available
to allow such deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period
when the asset is realized or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the end of the reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is probable that sufficient taxable profit will be available to allow all or
part of the deferred tax assets to be utilized.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Group expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities. For purposes of measuring deferred tax liabilities and
deferred tax assets for investment properties that are measured using the fair value model, the
carrying amounts of such properties are presumed to be recovered entirely through sale, unless the
presumption is rebutted, that is, when the investment property is depreciable and is held within the
business model whose objective is to consume substantially all of the economic benefits embodied in
the investment property over time, rather than through sale.

Most changes in deferred tax assets or liabilities are recognized as a component of tax expense in the
statements of income, except to the extent that it relates to items recognized in other comprehensive
income or directly in capital funds. In this case, the tax is also recognized in other comprehensive
income or directly in capital funds, respectively.

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Deferred tax assets and deferred tax liabilities are offset if the Group has a legally enforceable right to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same entity
and the same taxation authority.

Related Party Relationships and Transactions


Related party transactions are transfers of resources, services or obligations between the Group and
their related parties, regardless of whether or not a price is charged.

Parties are considered to be related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial and operating decisions. These parties
include: (a) individuals owning, directly or indirectly through one or more intermediaries, control or
are controlled by, or under common control with the Parent Bank; (b) associates; (c) individuals
owning, directly or indirectly, an interest in the voting power of the Parent Bank that gives them
significant influence over the Parent Bank and close members of the family of any such individual;
and, (d) the Group’s funded retirement plan.

In considering each possible related party relationship, attention is directed to the substance of the
relationship and not merely on the legal form.

Earnings Per Share


Basic earnings per share are determined by dividing the net profit for the year attributable to common
shareholders by the weighted average number of common shares outstanding during the year, after
retroactive effect to any stock dividends declared in the current year.

Diluted earnings per common share are also computed by dividing net profit by the weighted average
number of common shares subscribed and outstanding at the end of the reporting period, after making
adjustments to reflect the effects of any potentially dilutive preferred shares, stock options and
warrants.

Trust and Fiduciary Activities


The Group commonly acts as trustee and in other fiduciary capacities that result in the holding or
placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. These
resources and the related income arising thereon are excluded from these financial statements, as they
are neither resources nor income of the Group.

Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
Group’s chief operating decision-maker. The chief operating decision-maker is responsible for
allocating resources and assessing performance of the operating segments.

In identifying its operating segments, management generally follows the Group’s products and
services as disclosed in Note 6, which represent the main products and services provided by the
Group.

Each of these operating segments is managed separately as each of these services require different
technologies and other resources as well as marketing approaches. All inter-segment transfers are
carried out at arm’s length prices.

The measurement policies the Group uses for segment reporting under PFRS 8, Operating Segments,
are the same as those used in its consolidated financial statements in arriving at the operating profit of
the operating segments.

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In addition, corporate assets which are not directly attributable to the business activities of any
operating segment are not allocated to a particular segment.

There have been no changes from prior periods in the measurement methods used to determine
reported segment profit or loss.

The Group’s operations are organized according to the nature of the products and services provided.
Financial information on business segments is presented in Note 6.

Events After the End of the Reporting Period


Any post-year-end event that provides additional information about the Group’s position at the
statement of financial position date (adjusting event) is reflected in the financial statements.
Post-year-end events that are not adjusting events, if any, are disclosed when material to the financial
statements.

3. Summary of Accounting Judgments and Estimates

The preparation of the Group’s financial statements in accordance with PFRS requires management
to make judgments and estimates that affect the amounts reported in the financial statements and
related notes. Judgments and estimates are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. Actual results may ultimately differ from these estimates.

Unless otherwise stated, below significant judgments and estimates apply as of and for the years
ended December 31, 2018, 2017 and 2016.

Critical Management Judgments in Applying Accounting Policies


In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimation, which have the most significant effect on the
amounts recognized in the financial statements:

Determining functional and presentation 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. The Group has determined that its functional and
presentation currency is the Philippine pesos, considering the following:
∂ the currency that mainly influences prices for financial instruments and services (this will often
be the currency in which prices for its financial instruments and services are denominated and
settled);
∂ the currency in which funds from financing activities are generated; and
∂ the currency in which receipts from operating activities are usually retained.

Evaluation of business model in managing financial instruments


The Group manages its financial assets based on business models that maintain adequate level of
financial assets to match its expected cash outflows, largely arising from customers’ withdrawals and
continuing loan disbursements to borrowers, while maintaining a strategic portfolio of financial assets
for investment and trading activities consistent with its risk appetite.

The Group developed business models which reflect how it manages its portfolio of financial
instruments. The Group’s business models need not be assessed at entity level or as a whole but

*SGVFS032841*
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applied at the level of a portfolio of financial instruments (i.e., group of financial instruments that are
managed together by the Group) and not on an instrument-by-instrument basis (i.e., not based on
intention or specific characteristics of individual financial instrument).

In determining the classification of a financial instrument under PFRS 9, the Group evaluates in
which business model a financial instrument or a portfolio of financial instruments belong to taking
into consideration the objectives of each business model established by the Group.

In 2017, the Parent Bank made certain changes in its investment policy, primarily in relation to
management’s assessment of liquidity and the risks surrounding it. The change in investment policy
triggers realignment of its strategy for managing its HTC portfolio and introduction of a new portfolio
with the objective of maximizing risk-adjusted returns, minimizing cost of liquidity and providing
alternative outlet with better returns on liquid assets. Accordingly, in October 2017,
the Parent Bank’s BOD approved the change in the Parent Bank’s business model. As such, the
Bank’s classification of financial assets now consists of amortized cost, FVOCI and FVTPL, where
certain securities at amortized cost were reclassified to the ‘Financial assets at FVOCI’ category at the
beginning of first quarter of 2018.

In addition, PFRS 9 emphasizes that if more than an infrequent and more than an insignificant sale is
made out of a portfolio of financial assets carried at amortized cost, an entity should assess whether
and how such sales are consistent with the objective of collecting contractual cash flows. In making
this judgment, the Group considers certain circumstances documented in its business model manual to
assess that an increase in the frequency or value of sales of financial instruments in a particular period
is not necessarily inconsistent with a held-to-collect business model if the Group can explain the
reasons for those sales and why those sales do not reflect a change in the Group’s objective for the
business model.

In 2018, the Bank participated in bond exchanges resulting in disposal of certain financial assets
carried at amortized cost (see Note 12). The Parent Bank has assessed that such sales are not more
than infrequent and are necessary in order to ensure that the outstanding securities remain of an
acceptable liquid quality. The disposals are considered not inconsistent with the objective of hold to
collect business model. The remaining securities in the affected portfolios continue to be measured at
amortized cost as of December 31, 2018.

Testing the cash flow characteristics of financial assets


In determining the classification of financial assets under PFRS 9, the Group assesses whether the
contractual terms of the financial assets give rise on specified dates to cash flows that are SPPI on the
principal outstanding, with interest representing time value of money and credit risk associated with
the principal amount outstanding. The assessment as to whether the cash flows meet the test is made
in the currency in which the financial asset is denominated. Any other contractual term that changes
the timing or amount of cash flows (unless it is a variable interest rate that represents time value of
money and credit risk) does not meet the amortized cost criteria. In cases where the relationship
between the passage of time and the interest rate of the financial instrument may be imperfect, known
as modified time value of money, the Group assesses the modified time value of money feature to
determine whether the financial instrument still meets the SPPI criterion. The objective of the
assessment is to determine how different the undiscounted contractual cash flows could be from the
undiscounted cash flows that would arise if the time value of money element was not modified
(the benchmark cash flows). If the resulting difference is significant, the SPPI criterion is not met.
In view of this, the Group considers the effect of the modified time value of money element in each
reporting period and cumulatively over the life of the financial instrument.

*SGVFS032841*
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Recognition of provisions and contingencies


Judgment is exercised by management to distinguish between provisions and contingencies. Policies
on recognition and disclosures of provisions and of contingencies are discussed in Note 2 and
relevant disclosures are presented in Note 34.

Key Sources of Estimation Uncertainty


The following are the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting period, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next reporting period:

Estimation of impairment losses on Loans and other receivables, Financial assets at amortized cost
and Financial assets at FVOCI
Applicable for year ended December 31, 2017 and prior years
The Group reviews its loan and other receivables and investment portfolios to assess impairment at
least on an annual basis. In determining whether an impairment loss should be recorded in the
statements of income, the Group makes judgments as to whether there is any observable data
indicating that there is a measurable decrease in the estimated future cash flows from the portfolio
before the decrease can be identified with an individual item in that portfolio. This evidence may
include observable data indicating that there has been an adverse change in the payment status of
borrowers or issuers in a group, or national or local economic conditions that correlate with defaults
on assets in the group.

Management uses estimates based on historical loss experience for assets with credit risk
characteristics and objective evidence of impairment similar to those in the portfolio when scheduling
its future cash flows. The methodology and assumptions used for estimating both the amount and
timing of future cash flows are reviewed regularly to reduce any differences between loss estimates
and actual loss experience.

The carrying amount of loans and other receivables and the related allowance are disclosed in
Notes 14 and 20, while the carrying amount of debt financial assets and the related allowance are
disclosed in Notes 8, 9, 10, 12, 13 and 20.

Applicable beginning January 1, 2018


The measurement of impairment losses under PFRS 9 across all categories of financial assets requires
judgment, in particular, the estimation of the amount and timing of future cash flows and collateral
values when determining impairment losses and the assessment of a significant increase in credit risk.
These estimates are driven by a number of factors, changes in which can result in different levels of
allowances.

The Group’s ECL calculations are outputs of complex models with a number of underlying
assumptions regarding the choice of variable inputs and their interdependencies. Significant factors
affecting the estimates on the ECL model include:
∂ The Group’s internal grading model, which assigns PDs to individual grades.
∂ The Group’s criteria for assessing if there has been a significant increase in credit risk and so
allowances for financial assets should be measured on a Lifetime Expected Credit Loss (LTECL)
basis and the qualitative assessment.
∂ The Group’s definition of default, which is consistent with regulatory requirements.
∂ The segmentation of financial assets when the ECL is assessed on a collective basis .
∂ Development of ECL models, including the various formulas and the choice of inputs.
∂ Determination of associations between macroeconomic scenarios and, economic inputs, such as
unemployment levels and collateral values, and the effect on PDs, EADs and LGDs.
∂ Definition of forward-looking macroeconomic scenario variables.

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Fair value of derivatives


Management applies valuation techniques to determine the fair value of derivatives that are not
quoted in active markets. This requires management to develop estimates and assumptions based on
market inputs, using observable data that market participants would use in pricing the instrument.
Where such data is not observable, management uses its best estimate. Estimated fair values of
financial instruments may vary from the actual prices that would be achieved in an arm’s length
transaction at the reporting date.

Valuation techniques are used to determine fair values which are validated and periodically reviewed.
To the extent practicable, models use observable data, however, areas such as credit risk (both own
and counterparty), volatilities and correlations require management to make estimates. Changes in
assumptions could affect reported fair value of financial instruments. The Group uses judgment to
select a variety of methods and make assumptions that are mainly based on market conditions
existing at the end of each reporting period.

The fair value of derivatives as of December 31, 2018 and 2017 are presented and grouped into the
fair value hierarchy in Note 7.

Determination of fair value of investment properties


The Group’s investment properties is composed of land, buildings and related improvements carried
at fair value at the end of the reporting period.

The fair value of investment properties is determined based on valuations performed by independent
appraisal companies acceptable to the BSP at the end of each reporting period. The fair value is
determined by reference to market-based evidence, which is the amount for which the assets could be
exchanged between a knowledgeable willing buyer and seller in an arm’s length transaction as at the
valuation date. Such amount is influenced by different factors including the location and specific
characteristics of the property (e.g., size, features, and capacity), quantity of comparable properties
available in the market, and economic condition and behavior of the buying parties. The amounts of
revaluation and fair value gains recognized on certain land, buildings and land improvements are
disclosed in Note 17.

For investment properties with appraisal conducted prior to the end of the current reporting period,
management determines whether there are significant circumstances during the intervening period
that may require adjustments or changes in the fair value of those properties.

The fair value determination for investment properties is discussed in Note 7. The carrying amounts
of investment properties are disclosed in Note 17.

Recognition of deferred tax assets


Deferred tax assets are recognized for all unused tax losses and temporary differences to the extent
that it is probable that future taxable profit 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.

Based on forecast, management assessed that it is probable that future taxable income will be
available to utilize the deferred tax assets. The carrying value of recognized deferred tax assets is
disclosed in Note 29.

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Impairment of goodwill
The Group conducts an annual review for any impairment in the value of goodwill. Goodwill is
written down for impairment where the recoverable amount is insufficient to support their carrying
value. The Group determines the recoverable value of goodwill by discounting the estimated excess
earnings using the Group’s cost of capital as the discount rate. The Group estimates the discount rate
used for the computation of the net present value by reference to industry cost of capital.

The recoverable amount of the CGU is determined based on a value-in-use calculation using cash
flow projections from financial budgets approved by senior management and BOD of
the Parent Bank. The assumptions used in the calculation of value-in-use are sensitive to estimates of
future cash flows from business, interest margin, average yields and long-term growth rate used to
project cash flows. Though management believes that the assumptions used in the estimation of fair
values reflected in the financial statements are appropriate and reasonable, significant changes in
these assumptions may materially affect the assessment of recoverable values and any resulting
impairment loss could have a material adverse effect on the results of operations.

The carrying amount of goodwill is disclosed in Note 18.

Valuation of post-employment and other benefits


The determination of the Group’s obligation and cost of pension and other post-employment benefits
is dependent on the selection of certain assumptions used by actuaries in calculating such amounts.
Those assumptions include, among others, discount rates, expected rates of salary increase, and
employee turnover rate. A significant change in any of these actuarial assumptions may generally
affect the recognized expense, other comprehensive income or loss and the carrying amount of the
post-employment benefit obligation in the next reporting period.

The amounts of post-employment defined benefit obligation and expense and an analysis of the
movements in the estimated present value of post-employment defined benefit obligation, as well as
significant assumptions such as salary rate increase, discount rates, and turnover rates used in
estimating such obligation are presented in Note 28.

The Group also estimates other employee benefit obligations and expenses, including the cost of paid
leaves based on historical leave availments of employees, subject to the Group and the Parent Bank
policies. These estimates may vary depending on future changes in salaries and actual experiences
during the year.

Fair value determination of assets acquired and liabilities assumed from business combinations
In June and December 2018, the Group provisionally determined the fair values of the assets acquired
and liabilities assumed from the acquisition of PR Savings Bank and PETNET, respectively.
The Group determines the provisional acquisition-date fair values of identifiable assets acquired and
liabilities assumed from the acquiree without quoted market prices based on the following:
∂ For assets and liabilities that are short term in nature, carrying values approximate fair values
∂ For financial assets and liabilities that are long-term in nature, fair values are estimated through
the discounted cash flow methodology, using the appropriate market rates (e.g., current lending
rates)
∂ For nonfinancial assets such as property and equipment and investment properties, fair values are
determined based on an appraisal which follows sales comparison approach and depreciated
replacement cost approach depending on the highest and best use of the assets

Refer to Note 15 for the provisional fair values of the identifiable assets acquired and liabilities
assumed from the business combination.

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4. Risk Management Objectives and Policies

Risks are inherent in the business activities of the Group. Among its identified risks are credit risk,
liquidity risk, market risk, interest rate risk, foreign exchange risk, operational risk, legal risk, and
regulatory risk. These are managed through a risk management framework and governance structure
that provides comprehensive controls and management of major risks on an ongoing basis.

Risk management is the process by which the Group identifies its key risks, obtains consistent and
understandable risk measures, decides which risks to take on or reduce and how this will be done, and
establishes procedures for monitoring the resulting risk positions. The objective of risk management
is to ensure that the Group conducts its business within the risk levels set by the BOD while business
units pursue their objective of maximizing returns.

Risk Management Strategies


The Group maintains a prudent risk management strategy to ensure its soundness and profitability.
Business units are held accountable for all the risks and related returns, and ensure that decisions are
consistent with business objectives and risk tolerance. Strategies, policies and limits are reviewed
regularly and updated to ensure that risks are well-diversified and risk mitigation measures are
undertaken when necessary. A system for managing and monitoring risks is in place so that all
relevant issues are identified at an early stage and appropriate actions are taken. The risk policies,
guidelines and processes are designed to ensure that risks are continuously identified, analyzed,
measured, monitored and managed. Risk reporting is done on a regular basis, either monthly or
quarterly.

Although the BOD is primarily responsible for the overall risk management of the Group’s activities,
the responsibility rests at all levels of the organization. The risk appetite is defined and
communicated through an enterprise-wide risk policy framework.

Risk Management Structure


The BOD of the Parent Bank exercises oversight of the Parent Bank’s risk management process as a
whole and through its various risk committees. For the purpose of day-to-day management of risks,
the Parent Bank has established independent Risk Management Units (RMUs) that objectively review
and ensure compliance to the risk parameters set by the BOD. They are responsible for the
monitoring and reporting of risks to senior management and the various committees of the Parent
Bank.

On the other hand, the risk management processes of its subsidiaries are handled separately by their
respective BODs.

The Parent Bank’s BOD is primarily responsible for setting the risk appetite, approving risk
parameters, credit policies, and investment guidelines, as well as establishing the overall risk-taking
capacity of the Parent Bank. To fulfill its responsibilities in risk management, the BOD has
established the following committees, whose functions are described below.

(a) The Executive Committee (EXCOM), composed of seven (7) members of the BOD, exercises
certain functions as delegated by the BOD including, among others, the approval of credit
proposals, asset recovery and real and other properties acquired (ROPA) sales within its
delegated limits.

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(b) The Risk Management Committee (RMC) is composed of seven (7) members of the BOD,
majority of whom are independent directors, including the Chairman. The RMC shall advise the
BOD of the Parent Bank’s overall current and future risk appetite, oversee Senior Management’s
adherence to the risk appetite statement, and report on the state of risk culture of the Parent Bank.
The RMC shall oversee the risk management framework, adherence to the risk appetite of
the Parent Bank and the risk management function.

(c) The Market Risk Committee (MRC) is composed of nine (9) members of the BOD, majority of
whom are independent directors, including the Chairman. The MRC is primarily responsible for
reviewing the risk management policies and practices relating to market risk including interest
rate risk in the banking book and liquidity risk.

(d) The Operations Risk Management Committee (ORMC), composed of seven (7) members of the
BOD, reviews various operations risk policies and practices.

(e) The Audit Committee is a committee of the BOD that is composed of seven (7) members, most of
whom are with accounting, auditing, or related financial management expertise or experience.
The skills, qualifications, and experience of the committee members are appropriate for them to
perform their duties as laid down by the BOD. Four of the seven members are independent
directors, including the Chairman.

The Audit Committee serves as principal agent of the BOD in ensuring independence of
the Parent Bank’s external auditors and the internal audit function, the integrity of management,
and the adequacy of disclosures and reporting to stockholders. It also oversees the Parent Bank’s
financial reporting process on behalf of the BOD. It assists the BOD in fulfilling its fiduciary
responsibilities as to accounting policies, reporting practices and the sufficiency of auditing
relative thereto, and regulatory compliance.

To effectively perform these functions, the Audit Committee has a good understanding of the
Parent Bank’s business including the following: Parent Bank’s structure, business, controls, and
the types of transactions or other financial reporting matters applicable to the Parent Bank as well
as to determine whether the Bank’s controls are adequate, functioning as designed, and operating
effectively. It also considers the potential effects of emerging business risks and their impact on
the Parent Bank’s financial position and results of operations.

Among the responsibilities of the Audit Committee are:

∂ Oversight of the financial reporting process. The Audit Committee ensures that
the Parent Bank has a high-quality reporting process that provides transparent, consistent and
comparable financial statements. In this regard, the Audit Committee works closely with
management especially the Office of the Financial Controller, the Internal Audit Division
(IAD), as well as the external auditors, to effectively monitor the financial reporting process
and the existence of significant financial reporting issues and concerns.

∂ Oversight of the audit process. The Audit Committee is knowledgeable on the audit function
and the audit process. The Audit Committee maintains supportive, trusting and inquisitive
relationships with both internal and external auditors to enhance its effectiveness.

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∂ Oversight of the whistle-blowing mechanism. The Audit Committee oversees the


establishment of a whistle-blowing mechanism in the Parent Bank by which officers and staff
shall in confidence raise concerns about possible improprieties or malpractices in matters of
financial reporting, internal control, auditing or other issues to persons or entities that have
the power to take corrective action. It also ensures that arrangements are in place for the
independent investigation, appropriate follow-up, action and subsequent resolution of
complaints.

In the performance of these functions, the Audit Committee is supported by the IAD. The IAD
Head derives authority from and is directly accountable to the Audit Committee. However,
administratively, the IAD Head reports to the President of the Bank.

The IAD is entirely independent from all the other organizational units of the Parent Bank, as
well as from the personnel and work that are to be audited. It operates under the direct control of
the Audit Committee and is given an appropriate standing within the Bank to be free from bias
and interference. The IAD is free to report its findings and appraisals internally at its own
initiative to the Audit Committee.

The IAD is authorized by the Audit Committee to have unrestricted access to all functions,
records, property, and personnel of the Bank subject to existing mandate and applicable laws.
This includes the authority to allocate resources, set audit frequencies, select subjects, determine
scope of work, and apply the techniques required to accomplish the audit engagement objectives.

The IAD is also authorized to obtain the necessary assistance from personnel within the Parent
Bank units where they perform audits, as well as other specialized services within or outside the
Parent Bank.

The IAD presents its annual audit plan at the beginning of its fiscal year for approval by the Audit
Committee.

At least once a month, the Audit Committee meets to discuss the results of the assurance and
consulting engagements and case investigations by IAD. The results of these meetings are
regularly reported by the Audit Committee Chairman to the BOD in its monthly meetings.

To align with the Bank’s direction to reshape the Bank into a “technology company with banking
utilities”, IAD has undertaken training programs to acquire the appropriate skill set to audit
emerging technologies such as Blockchain, artificial intelligence, Robotic Process Automation,
Application Programming Interface, cloud computing, etc.

Moreover, in view of increasing role of internal audit under Basel II, the IAD acquired the right
skill set and approach to fulfill its role to conduct an annual independent review of the
Parent Bank’s Internal Capital Adequacy Assessment Process (ICAAP) document and its
underlying processes and procedures.

The Parent Bank’s IAD passed and obtained the highest rating of “Generally Conforms” on the
external quality assessment conducted in January 2014. The review showed that the
Parent Bank’s IAD audit activities comply with the Institute of Internal Auditors’ International
Standards for the Professional Practice of Internal Auditing. The Parent Bank’s IAD is scheduled
to undergo an external quality assessment in the fourth quarter of 2019.

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(f) The Corporate Governance Committee (CGC) is primarily responsible for helping the BOD
fulfill its corporate governance responsibilities. It is responsible in ensuring the BOD’s
effectiveness and due observance of corporate governance principles and of oversight over the
compliance risk management.

The CGC is composed of at least six (6) members of the BOD, majority of whom, including its
Chairman, shall be independent directors, and one (1) of whom shall be from the Parent Bank’s
Senior Management.

CGC’s specific duties include, among others, making recommendations to the BOD regarding
continuing education of directors, overseeing the periodic performance evaluation of the BOD, its
committees, senior management, and the function of the Chief Compliance and Corporate
Governance Officer. It also performs oversight functions over the Compliance and Corporate
Governance Office (CCGO) and the Anti-Money Laundering Committee of the Parent Bank.

The Parent Bank’s CCGO assists the CGC in fulfilling its functions by apprising the same of
pertinent regulations and other issuances relating to compliance or corporate governance and
continuously giving updates thereon. In addition, the CCGO keeps the CGC abreast of
governance issues being brought about among private organizations and individuals advocating
good governance practices. It then makes recommendations to the CGC based on such
governance issues and practices applicable and relevant to the Parent Bank.

(g) The Nominations Committee (NOMCOM) is comprised of six (6) voting members of the BOD,
one of whom is an independent director, and one non-voting member in the person of the Human
Resources Director. The NOMCOM is responsible for reviewing the qualifications of and
screening candidates for the BOD, key officers of the Parent Bank and nominees for independent
directors. It oversees the implementation of programs for identifying, retaining and developing
critical officers and the succession plan for various units in the organization.

(h) The Compensation and Remuneration Committee (COMPREM) is composed of seven (7)
members of the BOD, two (2) of whom are independent directors, including its Chairman. It is
responsible for overseeing implementation of the programs for salaries and benefits of directors
and senior management. It monitors adequacy, effectiveness and consistency of the Parent
Bank’s compensation program vis-à-vis corporate philosophy and strategy.

(i) The Related Party Transaction Committee is a board-level committee composed of five (5)
members, three (3) of whom are independent directors including its Chairman. The other two (2)
members are the Head of Internal Audit Division and the Chief Compliance and Corporate
Governance Officer who are both non-voting members. The Committee assists the BOD in the
fulfillment of its corporate governance responsibilities on related party transactions by ensuring
that these are transacted at arm’s length terms. Where applicable, the Committee reviews and
approves related party transactions or endorses them to the BOD for approval or confirmation.

The major risk types identified by the Group are discussed in the following sections:

Credit Risk
Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to honor its
financial or contractual obligation to the Group. The risk may arise from lending, trade finance,
treasury, investments, derivatives and other activities undertaken by the Group. Credit risk is
managed through strategies, policies and limits that are approved by the respective BOD of the
various companies within the Group. With respect to the Parent Bank, it has a well-structured and

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standardized credit approval process and credit scoring system for each of its business and/or product
segments.

The RMU undertakes several functions with respect to credit risk management. The RMU
independently performs credit risk assessment, evaluation and review for its retail, commercial and
corporate financial products to ensure consistency in the Parent Bank’s risk assessment process. It
also ensures that the Parent Bank’s credit policies and procedures are adequate and are constantly
updated to meet the changing demands or risk profiles of the business units.

The RMU’s portfolio management function involves the review of the Parent Bank’s loan portfolio,
including the portfolio risks associated with particular industry sectors, regions, loan size and
maturity, and the development of a strategy for the Parent Bank to achieve its desired portfolio mix
and risk profile. The RMU reviews the Parent Bank’s loan portfolio quality in line with the Parent
Bank’s policy of avoiding significant concentrations of exposure to specific industries or groups of
borrowers. Concentrations arise when a number of counterparties are engaged in similar business
activities, or activities in the same geographic region, or have similar economic features.
Concentrations indicate the relative sensitivity of the Parent Bank’s performance to developments
affecting a particular industry or geographical location.

In order to avoid excessive concentrations of risk, the Parent Bank’s policies and procedures include
guidelines for maintaining a diversified portfolio mix (e.g., concentration limits). Identified
concentrations of credit risks are controlled and managed accordingly. The RMU also monitors
compliance to the BSP’s limit on exposures.

Applicable for the year ended December 31, 2018


The table below shows the breakdown of the Group and the Parent Bank’s exposure on receivable
from customers and investments and placements as of December 31, 2018:

Group Parent Bank


Corporate Loans =129,064,051
P =129,064,051
P
Commercial Loans 50,270,027 50,270,027
Home Loans 37,039,884 37,039,884
Salary Loans 46,925,598 –
Other Retail Products 17,985,972 17,985,972
Other receivables from
customers 26,313,313 15,462,841
Total receivables from
customers 307,598,845 249,822,775
Investments and Placements* 277,087,677 277,087,677
584,686,522 526,910,452
*Investments and Placements include Parent Bank's financial assets at amortized cost, financial assets
through other comprehensive income, due from other banks and due from BSP and the related accrued
interest receivable amounting to =
P 2.62 billion.

The following summarizes the Group’s credit risk management practices and the relevant quantitative
and qualitative financial information regarding the credit exposure according to portfolios:

Credit risk management practices and credit quality disclosures

Corporate Loans
Corporate lending activities are undertaken by the Parent Bank’s Corporate Banking Center. The
customer accounts under this group belong to the top tier corporations, conglomerates and large
multinational companies.

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The Parent Bank undertakes a comprehensive procedure for the credit evaluation and risk assessment
of large corporate borrowers based on its obligor risk rating master scale.

The Parent Bank transitioned to a new internal rating system in 2018 and currently utilizes a single
rating system for both Corporate and Commercial accounts.

The new rating system assesses default risk based on financial profile, management capacity, industry
performance, and other factors deemed relevant. Significant changes in the credit risk considering
movements in credit rating, among other account-level profile and performance factors, define
whether the accounts are classified in either Stage 1, Stage 2, or Stage 3 per PFRS 9 loan impairment
standards.

Based on foregoing factors, each borrower is assigned a Borrower Risk Rating (BRR), from AAA to
D. In addition to the BRR, the Parent Bank assigns a loan exposure rating (LER), a 100-point system
which is comprised of a Facility Tenor Rating (FTR) and a Security Risk Rating (SRR). The FTR
measures the maturity risk based on the length of loan exposure, while the SRR measures the quality
of the collateral and risk of its potential deterioration over the term of the loan. The FTR and the
SRR, each a 100-point scoring system, are given equal weight in determining the LER.

Once the BRR and the LER have been determined, the credit limit to a borrower is determined under
the Risk Asset Acceptance Criteria (RAAC) which is a range of acceptable combinations of the BRR
and the LER. Under the RAAC system, a borrower with a high BRR will have a broader range of
acceptable LERs.

The credit rating for each borrower is reviewed monthly or earlier when there are extraordinary or
adverse developments affecting the borrower, the industry and/or the Philippine economy. Any
major change in the credit scoring system, the RAAC range and/or the risk-adjusted pricing system is
presented to and approved by the RMC.

The description of each credit quality grouping for the credit scores is explained further as follows:

Investment Grade - These accounts are of the highest quality and are likely to meet financial
obligations.

Standard Grade - These accounts may be vulnerable to adverse business, financial and economic
conditions but are expected to meet financial obligations.

Substandard Grade - These accounts are vulnerable to non-payment but for which default has not yet
occurred.

Non-Performing - These refer to accounts which are in default or those that demonstrate objective
evidence of impairment.

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Below is the breakdown of the Parent Bank’s corporate loans exposure (outstanding balance and
accrued interest receivable) by masterscale rating as of December 31, 2018:

Amount
Credit Score Masterscale Stage 1 Stage 2 Stage 3 Total
Investment Grade
AAA to A- 1 P−
= P−
= P−
= P−
=
BBB+ 2 − − − −
BBB 3 23,058,039 − − 23,058,039
Standard Grade
BBB- to BB+ 4 49,352,486 − − 49,352,486
BB to BB- 5 13,356,771 − − 13,356,771
B+ 6 25,909,875 − − 25,909,875
B to B- 7 5,196,673 − − 5,196,673
CCC+ to CCC 8 10,936,341 − − 10,936,341
Substandard Grade
Lower than
CCC 9 1,172,921 − − 1,172,921
Non-Performing
Default 10 − − 80,945 80,945
=128,983,106
P P−
= P80,945
= =129,064,051
P

Commercial Loans
The Parent Bank’s commercial banking activities are undertaken by its Commercial Banking Center
(ComBank). These consist of banking products and services rendered to customers which are entities
that are predominantly small and medium scale enterprises (SMEs). These products and services are
similar to those provided to large corporate customers, with the predominance of trade finance-related
products and services.

Upon the adoption of a new internal rating system in 2018, ComBank currently uses the same obligor
masterscale of corporate loans, and follows the same RAAC framework.

Below is the breakdown of the Parent Bank’s commercial loans exposure (outstanding balance and
accrued interest receivable) by masterscale rating as of December 31, 2018:

Amount
Credit Score Masterscale Stage 1 Stage 2 Stage 3 Total
Investment Grade
AAA to A- 1 P–
= P–
= P–
= =−
P
BBB+ 2 – – – −
BBB 3 1,149,059 – – 1,149,059
Standard Grade
BBB- to BB+ 4 5,954,268 – – 5,954,268
BB to BB- 5 11,134,892 8,222 – 11,143,114
B+ 6 6,091,270 4,348 – 6,095,618
B to B- 7 15,440,687 − – 15,440,687
Substandard Grade
CCC+ to CCC 8 5,450,233 − – 5,450,233
Lower than CCC 9 2,711,796 1,361 – 2,713,157
Non-Performing
Default 10 – – 2,323,891 2,323,891
=47,932,205
P =13,931
P P2,323,891
= =50,270,027
P

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Retail Financial Products


The consumer loan portfolio of the Parent Bank is composed of four main product lines, namely:
Home Loans, Credit Cards, Auto Loans, and Business Line Loans. Each of these products has
established credit risk guidelines and systems for managing credit risk across all businesses. Scoring
models have been revised and fine-tuned while data analytics have been enhanced to improve
portfolio quality and product offers.

On the other hand, CSB, an accredited lending institution of the Department of Education (DepEd),
provides salary loans to teachers under an agreement with DepEd for payroll deductions.

Exposure to credit risk is managed through regular analysis of the ability of borrowers and potential
borrowers to meet interest and capital repayment obligations and by changing these lending limits
when appropriate.

The Retail products’ respective masterscale is defined by the credit scoring models, which consider
demographic variables and behavioral performance, to segment the portfolio according to risk
masterscale per product. The stages are defined by the approved Significant Increase in Credit Risk
(SICR) for Retail which takes into account the following: NPL status, months on books, and credit
score rating for Application score (point of application) and Behavior Score (monthly credit
performance).

Each borrower is assigned a credit score with 1 as the highest quality and 7 as default.

Below is the breakdown of the Parent Bank’s major retail portfolio loans exposure (outstanding
balance and accrued interest receivable) by masterscale rating as of December 31, 2018:

Home Loans

Amount
Masterscale Stage 1 Stage 2 Stage 3 Total
1 =8,695,257
P =–
P =–
P P8,695,257
=
2 17,523,071 – – 17,523,071
3 813,094 13,409 – 826,503
4 8,288,335 358,815 – 8,647,150
5 276,668 23,574 – 300,242
6 128,949 – – 128,949
7 − − 918,712 918,712
=35,725,374
P =395,798
P =918,712
P =37,039,884
P

Other Retail Products

Amount
Masterscale Stage 1 Stage 2 Stage 3 Total
1 =4,074,079
P =1,298
P =−
P =4,075,377
P
2 530,576 1,406 − 531,982
3 2,337,962 3,069 − 2,341,031
4 1,981,767 8,856 − 1,990,623
5 643,088 1,731 − 644,819
6 5,575,088 40,885 − 5,615,973
7 − − 2,786,167 2,786,167
=15,142,560
P =57,245
P =2,786,167
P =17,985,972
P
*Consist of auto loans, credit cards and business lines, which are combined for disclosure purposes.

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Salary Loans
For salary loans, each borrower is assigned a credit score with E as minimal risk, D as low risk, C as
moderate risk, B as average risk and A as high risk.

The description of each credit quality grouping for the credit scores is explained further as follows:

High grade (minimal to low risk) - These are receivables which have a high probability of collection.
The counterparty has the apparent ability to satisfy its obligation and the security on the receivables is
readily enforceable.

Standard grade (moderate to average risk) - These are receivables where collections are probable due
to the reputation and the financial ability of the counterparty to pay but with experience of default.

Substandard (high risk) - Accounts classified as “Substandard” are individual credits or portions
thereof which appear to involve a substantial and unreasonable degree of risk to the Bank because of
unfavorable record or unsatisfactory characteristics. There exists in such accounts the possibility of
future loss to the Bank unless given closer supervision. Those classified as “Substandard” must have
a well-defined weakness or weaknesses that jeopardize their liquidation. Such well-defined
weaknesses may include adverse trends or development of financial, managerial, economic or
political nature, or a significant weakness in collateral.

Below is the breakdown of CSB’s salary loans exposure (outstanding balance and accrued interest
receivable) by credit score as of December 31, 2018:

Amount
Credit Score Stage 1 Stage 2 Stage 3 Total
D to E =44,980,585
P =−
P =−
P =44,980,585
P
B to C 79,300 48,665 − 127,965
A ‒ 196,721 − 196,721
Default − − 1,620,327 1,620,327
=45,059,885
P =245,386
P =1,620,327
P =46,925,598
P

Other receivables from customers


Other receivables from customers of the Group and the Parent Bank include small portfolios such as,
with respect to the Parent Bank, (i) personal loans, (ii) HR loans, (iii) bills purchase and (iv) customer
liabilities under acceptance, and, with respect to the subsidiaries, (i) personal loans, and
(ii) motorcycle loans. Each of these products has established credit risk guidelines and systems for
managing credit risk across all businesses.

Exposure to credit risk is managed through regular analysis of the ability of borrowers and potential
borrowers to meet interest and capital repayment obligations and by changing these lending limits
when appropriate.

Each product was risk rated using techniques appropriate to the Group’s and Parent Bank’s credit
experience. Such methods consider the payment history that are reflected in aging, delinquency,
and/or change in rating. These provide the bases for the ECL stage determination.

The description of each groupings according to stage is explained further as follows:

Stage 1 - those that are considered current and up to 30 days past due, and based on change in rating,
delinquencies and payment history, does not demonstrate significant increase in credit risk.

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Stage 2 - those that are considered more 30 days past due but does not demonstrate objective
evidence of impairment as of reporting date, and, based on change in rating, delinquencies and
payment history, demonstrates significant increase in credit risk.

Stage 3 - Those that are considered default or demonstrates objective evidence of impairment as of
reporting date.

Below is a summary as of December 31, 2018 of the Group’s and Parent Bank’s other receivables
from customers.

Amount
Stage 1 Stage 2 Stage 3 Total
Group =21,621,870
P =522,472
P =4,168,971
P =26,313,313
P
Parent Bank 12,883,798 42,477 2,536,566 15,462,841

Investments and Placements


Investments and Placements include financial assets at amortized cost, debt financial assets through
other comprehensive income, due from BSP and due from other banks. Each has established credit
risk guidelines and systems for managing credit risk across all businesses.

Below is a breakdown of the Parent Bank’s investments and placement (outstanding balance and
accrued interest receivable) by masterscale rating as of December 31, 2018:

Amount
Masterscale Stage 1 Stage 2 Stage 3 Total
1 =241,253,745
P =−
P =–
P =241,253,745
P
2 19,231,715 − − 19,231,715
3 − − − −
4 139,811 747,721 − 887,532
5 13,212,059 − − 13,212,059
6 2,457,192 − − 2,457,192
7 − − − −
8 45,434 − − 45,434
9 − − − −
10 − − − −
=276,339,956
P =747,721
P =−
P =277,087,677
P

Analysis of movements of gross carrying amounts


Movements in 2018 for total receivables from customers follow. The balances presented include the
related accrued interest receivables:

2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =259,607,532
P =1,718,411
P =10,479,027
P =271,804,970
P
Due to consolidation 7,393,104 475,695 637,412 8,506,211
Newly originated assets that
remained in Stage 1 as at
December 31, 2018 154,566,141 − − 154,566,141
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 323,678 770,097 1,093,775
(Forward)

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2018
Stage 1 Stage 2 Stage 3 Total
Movements in receivable balance
(excluding write-offs) (P
=124,993,207) (P
=808,783) (P
=1,359,369) (P
=127,161,359)
Amounts written-off − − (1,210,893) (1,210,893)
Transfers to Stage 1 1,256,425 (667,775) (588,650) −
Transfers to Stage 2 (882,016) 906,153 (24,137) −
Transfers to Stage 3 (2,482,980) (712,547) 3,195,527 −
Balance at end of year =294,464,999
P =1,234,832
P =11,899,014 P
P =307,598,845

The breakdown of movements in 2018 for total receivables from customers follow:

Corporate Loans - Group and Parent Bank


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =117,639,496
P =−
P P87,445
= =117,726,941
P
Newly originated assets that
remained in Stage 1 as at
December 31, 2018 35,354,954 − − 35,354,954
Movements in receivable balance
(excluding write-offs) (24,011,344) − (6,500) (24,017,844)
Balance at end of year =128,983,106
P =−
P =80,945 =
P P129,064,051

In 2018, there were no transfers between stages and write-offs of corporate loans.

Commercial Loans - Group and Parent Bank


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =41,093,594
P =220,910
P =1,896,868
P =43,211,372
P
Newly originated assets that
remained in Stage 1 as at
December 31, 2018 42,541,317 − − 42,541,317
Newly originated assets that moved
to Stage 2 and Stage 3 as at
December 31, 2018 − 4,274 384,309 388,583
Movements in receivable balance
(excluding write-offs) (35,663,206) (181,537) (26,502) (35,871,245)
Transfers to Stage 1 66,799 (6,724) (60,075) −
Transfers to Stage 3 (106,299) (22,992) 129,291 −
Balance at end of year =47,932,205
P =13,931
P =2,323,891
P =50,270,027
P

In 2018, there were no transfers to Stage 2 and no write-offs of commercial loans.

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Home Loans - Group and Parent Bank


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =25,598,593
P =708,457
P =1,053,633
P =27,360,683
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 13,622,721 − − 13,622,721
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 252,244 62,750 314,994
Movements in receivable balance
(excluding write-offs) (3,767,526) (50,686) (440,302) (4,258,514)
Transfers to Stage 1 760,610 (516,843) (243,767) −
Transfers to Stage 2 (108,488) 113,538 (5,050) −
Transfers to Stage 3 (380,536) (110,912) 491,448 −
Balance at end of year =35,725,374
P =395,798
P =918,712
P =37,039,884
P

In 2018, there were no write-offs of home loans.

Other Retail Products - Group and Parent Bank


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =12,478,941
P =34,518
P =2,454,917
P =14,968,376
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 4,424,327 − − 4,424,327
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 40,910 254,043 294,953
Movements in receivable balance
(excluding write-offs) (1,190,964) (20,932) (213,095) (1,424,991)
Amounts written-off − − (276,693) (276,693)
Transfers to Stage 1 49,245 (15,542) (33,703) −
Transfers to Stage 2 (24,804) 24,918 (114) −
Transfers to Stage 3 (594,186) (6,627) 600,813 −
Balance at end of year =15,142,559
P =57,245
P =2,786,168
P =17,985,972
P

Salary Loans - Group


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year P 51,806,928 P 656,074 P 2,058,982 P 54,521,984
Newly originated assets that remained in
Stage 1 as at December 31, 2018 46,617,864 − − 46,617,864
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 1,159 143 1,302
Movements in receivable balance
(excluding write-offs) (52,512,248) (391,971) (461,886) (53,366,105)
Amounts written-off − − (849,447) (849,447)
Transfers to Stage 1 162,675 (61,852) (100,823) −
Transfers to Stage 2 (263,640) 265,807 (2,167) −
Transfers to Stage 3 (751,694) (223,831) 975,525 −
Balance at end of year =45,059,885
P =245,386
P =1,620,327
P =46,925,598
P

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Other Receivables from Customers

Group
2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =10,989,980
P =98,452
P =2,927,182
P =14,015,614
P
Due to consolidation 7,393,104 475,695 637,412 8,506,211
Newly originated assets that remained in
Stage 1 as at December 31, 2018 12,004,958 − − 12,004,958
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 25,091 68,852 93,943
Movements in receivable balance
(excluding write-offs) (7,847,919) (163,657) (211,084) (8,222,660)
Amounts written-off − − (84,753) (84,753)
Transfers to Stage 1 217,096 (66,814) (150,282) −
Transfers to Stage 2 (485,084) 501,890 (16,806) −
Transfers to Stage 3 (650,265) (348,185) 998,450 −
Balance at end of year =21,621,870
P =522,472
P =4,168,971
P =26,313,313
P

Parent Bank
2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =6,931,864
P =33,321
P =2,581,898
P =9,547,083
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 9,853,577 − − 9,853,577
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 25,070 68,821 93,891
Movements in receivable balance
(excluding write-offs) (3,883,555) (8,517) (102,556) (3,994,628)
Amounts written-off − − (37,082) (37,082)
Transfers to Stage 1 16,572 (14,509) (2,063) −
Transfers to Stage 2 (14,177) 14,668 (491) −
Transfers to Stage 3 (20,483) (7,556) 28,039 −
Balance at end of year =12,883,798
P =42,477
P =2,536,566
P =15,462,841
P

Movements in 2018 for investments and placements follow. The balances presented include accrued
interest receivables:

Investments and Placements


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =285,786,101
P =−
P =−
P =285,786,101
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 130,226,329 − − 130,226,329
Movements in the balance (excluding
write-offs) (138,961,794) 37,041 − (138,924,753)
Transfers to Stage 2 (710,680) 710,680 − −
Balance at end of year =276,339,956
P =747,721
P =−
P =277,087,677
P

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In 2018, there were no transfers to Stage 1 and Stage 3 and write-offs of investments and
placements.

Applicable for the year ended December 31, 2017 and prior years

The following summarizes the Group’s credit risk management practices and the relevant quantitative
and qualitative financial information regarding the credit exposure according to portfolios:

Corporate Loans
The Parent Bank utilized two separate Internal Credit Risk Rating Systems (ICRRS) which were
designed for Corporate and Commercial borrowers. For Corporate accounts, the rating system
assessed risks on a three-dimensional level: Borrower Risk, Facility Risk and Security Risk. It also
has established concentration limits depending on the Borrower Risk Rating and overall credit
quality. Each borrower is assigned a Borrower Risk Rating (BRR) which ranged from AAA to D,
under a 10-grade scoring system.

The description of each credit quality groupings for the credit scores is explained further as follows:

High Quality - These borrowers have a comfortable degree of stability, substance and diversity. They
have access to a substantial amount of funds through the public market under normal conditions.
These are normally the quality multinationals or local corporations which are well capitalized.

Satisfactory Quality - These borrowers have strong cash flows and acceptable degree of stability and
substance under normal market conditions. However, they may be susceptible to cyclical changes or
concentrations of business risk may be present.

Average - These borrowers have adequate cash flows to meet its commitments and can withstand
normal business cycles. However, any prolonged unfavorable economic period would create
deterioration beyond acceptable levels as clear risk elements exist, reflecting volatility of earnings
and performance.

Fair - These borrowers have adequate cash flows to meet its commitments but face on-going
uncertainties and exposure to adverse business, financial or economic conditions.

Low - Although these borrowers currently have adequate cash flows to meet their commitments,
their performance has already been weakened and any continuation of adverse business, financial or
economic conditions or further downturns are already expected to impair their capacity or willingness
to meet their financial commitments.

Substandard - These borrowers have inadequate cash flows and are exposed to a real risk of non-
payment of principal. The probability of default increases as the credit score goes down to CCC and
lower.

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Below is a summary as of December 31, 2017 of the Parent Bank’s corporate loans that are subject to
the Corporate ICRRS (gross of the related allowance for impairment and excluding accrued interest
receivables) with their respective credit scores:

Credit Score Description 2017


High grade
AA High quality =–
P
A Satisfactory quality 54,685,093
Standard grade
BBB Average 28,762,773
BB Fair 23,215,725
B Low 239,850
Non-rated 4,093,273
Substandard grade
CCC and below Substandard 6,612,570
=117,609,284
P

Commercial Loans
The Parent Bank utilized two separate Internal Credit Risk Rating Systems (ICRRS) which were
designed for Corporate and Commercial borrowers. For Commercial accounts, the Parent Bank used
a separate 10-grade credit scoring system comprised of an Obligor Risk Rating (ORR), a Facility Risk
Adjustment (FRA) and a Final Risk Rating (FRR). Each borrower is assigned an ORR that ranged
from 1 to 10 with 1 to 3 defined as High Grade, 4 to 6 as Standard Grade and 7 and lower as
Substandard Grade.

The description of each credit quality grouping for the credit scores is explained further as follows:

Substantially Risk-free - These borrowers have high degree of stability, substance and diversity. They
are expected to remain of high quality in virtually all economic conditions and have access to a
substantial amount of funds through the public market at any time.

Minimal Risk - These borrowers have strong market and financial position with history of successful
performance. The overall debt service capacity as measured by cash flow to total debt service, as
well as their ability to meet their financial commitments, is very strong.

Moderate Risk - These borrowers have strong cash flows and acceptable degree of stability and
substance under normal market conditions. However, they may be susceptible to cyclical changes or
concentrations of business risk may be present.

Average Risk - These borrowers have adequate cash flows to meet its commitments and can withstand
normal business cycles. However, any prolonged unfavorable economic period would create
deterioration beyond acceptable levels as clear risk elements exist, reflecting volatility of earnings
and performance.

Above Average Risk - These borrowers have adequate cash flows to meet its commitments but face
on-going uncertainties and exposure to adverse business, financial or economic conditions.

High Risk - Although these borrowers currently have adequate cash flows to meet their commitments,
their performance has already been weakened and any continuation of adverse business, financial or
economic conditions or further downturns are already expected to impair their capacity or willingness
to meet their financial commitments.

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Substandard - These borrowers have inadequate cash flows and are exposed to a real risk of non-
payment of principal. The probability of default increases as credit rating goes down to seven.

Below is a summary as of December 31, 2017 of the Parent Bank’s commercial loans that are subject
to the Corporate ICRRS (gross of the related allowance for impairment and excluding accrued interest
receivables) with their respective credit scores:

Amount
Credit Score Description 2017
High grade
1 Substantially risk-free =–
P
2 Minimal risk 7,309,526
3 Moderate risk 15,395,067
Standard grade
4 Average risk 8,337,772
5 Above average risk 5,921,403
6 High risk 1,414,847
Substandard grade
7 and below Past due and C rated 2,975,667
Non-rated 2,209,528
=43,563,810
P

Retail Loans
The consumer loan portfolio of the Parent Bank is composed of four main product lines, namely:
Home Loans, Credit Cards, Auto Loans, and Salary Loans. Each of these products has an established
credit risk guidelines and systems for managing credit risk across all businesses. Scoring models have
been revised and fine-tuned while data analytics has been enhanced to improve portfolio quality and
product offers.

On the other hand, CSB, an accredited lending institution with the Department of Education (DepEd),
provides salary loans to teachers under an agreement with DepEd for payroll deductions.

Exposure to credit risk is managed through regular analysis of the ability of borrowers and potential
borrowers to meet interest and capital repayment obligations and by changing these lending limits
when appropriate.

As of December 31, 2017, the credit quality of loans and other receivables as well as investment
securities are summarized below.

Group
2017 (As Restated - Note 2)
Loans and Other Investment
Receivables Securities Total
Neither past due nor impaired =273,580,925
P =166,837,609
P =440,418,534
P
Past due but not impaired 6,299,072 – 6,299,072
Impaired 11,121,860 – 11,121,860
291,001,857 166,837,609 457,839,466
Allowance for impairment (10,822,982) − (10,822,982)
=280,178,875
P =166,837,609
P =447,016,484
P

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Parent Bank
2017
Loans and Other Investment
Receivables Securities Total
Neither past due nor impaired =207,291,620
P =166,837,609
P =374,129,229
P
Past due but not impaired 4,275,920 – 4,275,920
Impaired 10,053,832 – 10,053,832
221,621,372 166,837,609 388,485,981
Allowance for impairment (9,645,340) – (9,645,340)
=211,976,032
P =166,837,609
P =378,813,641
P

The table below shows the credit quality per class of financial assets that are neither past due nor
impaired, based on the Bank’s rating system as of December 31, 2017.

Group
2017
Standard Substandard
High Grade Grade Grade Total
Due from BSP =66,276,960
P =
P– =
P– P66,276,960
=
Due from other banks 53,655,721 864,761 – 54,520,482
Interbank loans receivable 4,793,280 – – 4,793,280
124,725,961 864,761 – 125,590,722
Financial assets at FVTPL
Derivative assets (Note 11) 281,314 84,636 – 365,950
Debt securities – – – –
281,314 84,636 – 365,950
Financial assets at amortized cost 136,967,485 26,687,430 – 163,654,915
Government bonds and other debt
securities – – – –
Other debt securities - Private bonds
and commercial papers 2,816,744 – – 2,816,744
139,784,229 26,687,430 – 166,471,659
Loans and other receivables
Receivables from customers
Corporate 54,685,093 56,352,686 6,582,943 117,620,722
Commercial 22,641,030 24,072,062 30,500 46,743,592
Consumer – 84,615,713 – 84,615,713
Bills purchased – 3,463,370 – 3,463,370
Accrued interest receivable – 1,766,776 – 1,766,776
Others – 645,633 – 645,633
SPURRA 13,572,371 – – 13,572,371
UDSCL 56,686 348,012 – 404,698
AIR - other receivables 3,143 2,133,725 – 2,136,868
Accounts receivable – 175,731 1,670,793 1,846,524
Sales contract receivable – 764,658 – 764,658
90,958,323 174,338,366 8,284,236 273,580,925
=355,749,827
P =201,975,193
P =8,284,236
P =566,009,256
P

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Parent Bank
2017
Standard Substandard
High Grade Grade Grade Total
Due from BSP =60,350,126
P =
P– =
P– P60,350,126
=
Due from other banks 53,655,579 34,654 – 53,690,233
Interbank loans receivable 4,793,280 – – 4,793,280
118,798,985 34,654 – 118,833,639
Financial assets at FVTPL
Derivative assets 281,314 84,636 – 365,950
Debt securities – – – –
281,314 84,636 – 365,950
Financial assets at amortized cost
Government bonds and other debt
securities 136,967,485 26,687,430 – 163,654,915
Other debt securities - Private bonds
and commercial papers 2,816,744 – – 2,816,744
139,784,229 26,687,430 – 166,471,659
Loans and other receivables
Receivables from customers
Corporate 54,685,093 56,352,686 6,582,943 117,620,722
Commercial 22,641,030 24,013,036 30,500 46,684,566
Consumer – 30,587,343 – 30,587,343
Bills purchased – 3,463,370 – 3,463,370
Accrued interest receivable – 1,250,114 – 1,250,114
Others 497,126 – 497,126
SPURRA 4,130,362 – – 4,130,362
AIR - other receivables – 2,133,724 – 2,133,724
Accounts receivable – 169,077 – 169,077
Sales contract receivable – 755,216 – 755,216
81,456,485 119,221,692 6,613,443 207,291,620
=340,321,013
P =146,028,412
P =6,613,443
P =492,962,868
P

The tables below show the aging analysis of past due but not impaired financial assets per class of the
Group and the Parent Bank as of December 31, 2017:

Group
2017
Less than
31 days 31 to 90 days 91 to 180 days More than180 days Total
Loans
Commercial P
=1,425,691 P
=1,108,943 P
=347,124 P
=1,294,613 P
=4,176,371
Consumer 111,326 52,968 11,112 16,534 191,940
Corporate 903 9,672 14,509 486,289 511,373
Accrued interest receivable 17,270 7,400 – – 24,670
Others 13,477 10,321 – – 23,798
1,568,667 1,189,304 372,745 1,797,436 4,928,152
Sales contracts receivable 256,931 110,063 52,655 12,560 432,209
1,825,598 1,299,367 425,400 1,809,996 5,360,361
Other receivables - Accounts
receivable =202,033
P =134,515
P =101,656
P =500,507
P =938,711
P

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Parent Bank
2017
Less than
31 days 31 to 90 days 91 to 180 days More than180 days Total
Loans
Consumer P
=110,993 P
=52,379 P
=11,112 P
=16,534 P
=191,018
Commercial 1,154,609 633,106 40,478 698,561 2,526,754
Corporate 903 9,672 14,509 486,289 511,373
Accrued interest receivable 17,270 7,400 – – 24,670
Others 9,439 4,320 – – 13,759
1,293,214 706,877 66,099 1,201,384 3,267,574
Sales contracts receivable 256,931 110,002 52,567 11,960 431,460
1,550,145 816,879 118,666 1,213,344 3,699,034
Other receivables - Accounts
receivable =–
P =121,966
P =92,298
P =362,592
P =576,886
P

For 2017, the maximum exposure to credit risk without taking into account any collateral held or
other credit enhancements for on-books financial assets and off-books items, net of allowance, are
shown below.

Group Parent Bank


Credit risk exposures relating to on-books items:
Due from BSP =66,276,960
P =60,350,126
P
Due from other banks 54,520,482 53,690,233
Interbank loans receivable 4,793,280 4,793,280
125,590,722 118,833,639
Financial assets at FVTPL
Derivative assets 365,950 365,950
Debt securities – –
365,950 365,950
125,956,672 119,199,589
Financial assets at amortized cost
Government bonds and other debt securities 163,654,915 163,654,915
Other debt securities - Private bonds and
commercial papers 2,816,744 2,816,744
Redeemable preferred shares – –
166,471,659 166,471,659
Loans and receivables
Receivables from Customers
Corporate 116,261,352 116,261,352
Consumer 90,600,239 35,157,389
Commercial 47,189,182 47,124,310
Bills purchased 3,423,349 3,423,349
Securities purchased under reverse
repurchase agreement (SPURRA) 13,572,371 4,130,362
Accrued interest receivable (AIR) 1,796,717 1,280,056
Others 582,916 423,159
Accounts receivable 3,014,315 855,655
AIR - other receivables 2,136,868 2,133,724
(Forward)

*SGVFS032841*
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Group Parent Bank


Sales contract receivables =1,186,676
P =1,186,676
P
Unquoted debt securities classified as loans
(UDSCL) 404,698 –
Installment contracts receivable 10,192 –
280,178,875 211,976,032
Credit risk exposures relating to off-books items:
Financial guarantees (see Note 34) 4,703,587 4,703,587
Loan commitments and other credit-related
liabilities 24,186,916 23,936,916
28,890,503 28,640,503
=601,497,709
P =526,287,783
P

(a) Cash and Cash equivalents

The credit risk for cash and cash equivalents is considered negligible, since the counterparties are
reputable banks with high quality external credit ratings. Included in the cash and cash
equivalents are Due from BSP, Due from other banks and Interbank loans receivable.

(b) Investments

The Group continuously monitors defaults of borrowers and other counterparties, identified either
individually or by group, and incorporates this information into its credit risk controls. The
Group’s policy is to deal only with creditworthy counterparties. All investments held by the
Group are considered as either as high grade or standard grade that is neither past due nor
specifically impaired.

(c) Loans and Other Receivables

The RMU reviews the Parent Bank’s loan portfolio quality in line with the Parent Bank’s policy
of avoiding significant concentrations of exposure to specific industries or groups of borrowers.
In order to avoid excessive concentrations of risk, the Parent Bank’s policies and procedures
include guidelines for maintaining a diversified portfolio (e.g., concentration limits). Identified
concentrations of credit risks are controlled and managed accordingly. The RMU also monitors
compliance to the BSP’s limit on exposure to any single person or group of connected persons to
an amount not exceeding 25% of the Parent Bank’s adjusted capital accounts.

*SGVFS032841*
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Concentrations of Credit Risk


An analysis of concentrations of credit risk for loans and other receivables and investment securities
(grossed up for any allowance for impairment losses and unearned discounts) of the Group and the
Parent Bank by industry and by geographic location as of December 31, 2018 and 2017 is shown in
the succeeding pages.

Group
2018
Loans and Other Receivables
Trading and
Investment
Amount % Securities* Total
Concentration by industry
Real estate activities P
=54,175,125 16.13 P
=2,518,418 P
=56,693,543
Financial and insurance activities 49,709,176 14.80 171,571,585 221,280,761
Information and communication 31,377,131 9.34 804,521 32,181,652
Wholesale and retail trade, repair of motor
vehicles 27,711,422 8.25 424 27,711,846
Electricity, gas steam and air conditioning
supply 23,179,406 6.90 37,776,215 60,955,621
Manufacturing 18,153,915 5.41 2,826,502 20,980,417
Accommodation and food service activities 11,932,740 3.55 – 11,932,740
Transportation and storage 11,851,921 3.53 – 11,851,921
Activities of households as employers and
undifferentiated goods and services 9,256,381 2.76 – 9,256,381
Construction 5,836,312 1.74 – 5,836,312
Other service activities 3,805,692 1.13 3,532 3,809,224
Agriculture, forestry and fishing 2,266,941 0.68 – 2,266,941
Professional, scientific and technical
activities 431,161 0.13 – 431,161
Arts, entertainment and Recreation 106,928 0.03 – 106,928
Others 86,008,050 25.62 45,370 86,053,420
P
=335,802,301 100.00 P215,546,567 P551,348,868
Concentration by location
Philippines P
=334,255,563 99.54 P
=100,196,959 P
=434,452,522
Others - Asia 846,364 0.25 75,903,425 76,749,789
South America 342,098 0.10 22,161,154 22,503,252
North America 216,422 0.06 9,728,961 9,945,383
Russia 110,650 0.04 4,890,490 5,001,140
United States 22,343 0.01 2,656,717 2,679,060
Europe 8,861 0.00 8,861 17,722
P
=335,802,301 100.00 P
=215,546,567 P
=551,348,868

*SGVFS032841*
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Group
2017
Trading and
Loans and Other Receivables Investment
Amount % Securities Total
Concentration by industry
Real estate activities P46,910,394
= 16.02 =2,641,001
P P49,551,395
=
Financial and insurance activities 43,289,049 14.79 138,346,287 181,635,336
Information and communication 30,842,229 10.53 7,577 30,849,806
Electricity, gas steam and air conditioning
supply 25,744,226 8.79 25,794,080 51,538,306
Wholesale and retail trade, repair of motor
vehicles 19,832,471 6.77 508 19,832,979
Manufacturing 13,064,296 4.46 2,787 13,067,083
Transportation and storage 9,454,975 3.23 – 9,454,975
Accommodation and food service activities 8,543,498 2.92 – 8,543,498
Other service activities 4,538,525 1.55 – 4,538,525
Construction 4,312,242 1.47 – 4,312,242
Activities of households as employers and
undifferentiated goods and services 1,924,257 0.66 – 1,924,257
Agriculture, forestry and fishing 1,315,692 0.45 – 1,315,692
Arts, entertainment and Recreation 1,174,569 0.40 – 1,174,569
Professional, scientific and technical
activities 290,146 0.10 – 290,146
Others 81,551,398 27.86 45,369 81,596,767
=292,787,967
P 100.00 =166,837,609
P =459,625,576
P
Concentration by location
Philippines =291,725,048
P 99.64 P92,408,663
= =384,133,711
P
Others - Asia 706,602 0.24 53,243,125 53,949,727
North America 110,132 0.04 4,749,146 4,859,278
South America 131,489 0.04 9,847,069 9,978,558
Russia 91,427 0.03 4,062,066 4,153,493
United States 21,217 0.01 2,525,581 2,546,798
Europe 2,052 – 1,959 4,011
=292,787,967
P 100.00 =166,837,609
P =459,625,576
P

Parent Bank
2018
Trading and
Loans and Other Receivables Investment
Amount % Securities Total
Concentration by industry
Real estate activities P
=54,174,341 20.39 P
=2,518,418 P
=56,692,759
Financial and insurance activities 39,747,749 14.95 171,571,585 211,319,334
Information and communication 31,376,526 11.81 804,521 32,181,047
Wholesale and retail trade, repair of motor
vehicles 27,093,681 10.19 424 27,094,105
Electricity, gas steam and air conditioning
supply 23,179,406 8.72 37,776,215 60,955,621
Manufacturing 18,148,319 6.83 2,826,502 20,974,821
Accommodation and food service activities 11,866,239 4.47 – 11,866,239
Transportation and storage 11,209,175 4.22 − 11,209,175
Activities of households as employers and
undifferentiated goods and services 9,256,381 3.48 – 9,256,381
Construction 5,835,706 2.20 – 5,835,706
Other service activities 3,507,739 1.32 3,532 3,511,271
Agriculture, forestry and fishing 788,735 0.30 – 788,735
(Forward)

*SGVFS032841*
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Parent Bank
2018
Trading and
Loans and Other Receivables Investment
Amount % Securities Total
Professional, scientific and technical
activities P
=430,218 0.16 P
=– P
=430,218
Arts, entertainment and Recreation 105,694 0.04 – 105,694
Others 29,012,375 10.92 45,370 29,057,745
P
=265,732,284 100.00 P
=215,546,567 P
=481,278,851
Concentration by location
Philippines P
=264,185,546 99.42 P
=100,196,959 P
=364,382,505
Others - Asia 846,364 0.32 75,903,425 76,749,789
South America 342,098 0.13 22,161,154 22,503,252
North America 216,422 0.08 9,728,961 9,945,383
Russia 110,650 0.04 4,890,490 5,001,140
United States 22,343 0.01 2,656,717 2,679,060
Europe 8,861 – 8,861 17,722
P
=265,732,284 100.00 P
=215,546,567 P
=481,278,851

Parent Bank
2017
Loans and Other Receivables
Investment
Amount % Securities Total
Concentration by industry
Real estate activities P46,812,854
= 21.11 =2,641,001
P P49,453,855
=
Financial and insurance activities 33,196,029 14.97 138,346,287 171,542,316
Information and communication 30,842,230 13.91 7,577 30,849,807
Electricity, gas steam and air conditioning
supply 25,692,121 11.59 25,794,080 51,486,201
Manufacturing 13,064,296 5.89 2,787 13,067,083
Transportation, storage 9,454,975 4.26 – 9,454,975
Wholesale and retail trade, repair of motor
vehicles 19,829,137 8.94 508 19,829,645
Other service activities 4,525,322 2.04 – 4,525,322
Accommodation and food service activities 8,543,498 3.85 – 8,543,498
Construction 4,302,415 1.94 – 4,302,415
Activities of households as employers and
undifferentiated goods and services 1,731,586 0.78 – 1,731,586
Arts, entertainment and Recreation 1,174,569 0.53 – 1,174,569
Agriculture, forestry and fishing 636,018 0.29 – 636,018
Professional, scientific and technical
activities 290,146 0.13 – 290,146
Others 21,670,384 9.77 45,369 21,715,753
=221,765,580
P 100.00 =166,837,609
P =388,603,189
P
Concentration by location
Philippines =220,702,661
P 99.52 P92,408,663
= =313,111,324
P
Others - Asia 706,602 0.32 53,243,125 53,949,727
Europe 2,052 – 1,959 4,011
North America 110,132 0.05 4,749,146 4,859,278
South America 131,489 0.06 9,847,069 9,978,558
Russia 91,427 0.04 4,062,066 4,153,493
United States 21,217 0.01 2,525,581 2,546,798
=221,765,580
P 100.00 =166,837,609
P =388,603,189
P

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Collateral Held as Security and Other Credit Enhancements


The Group holds collateral against loans and other receivables from customers in order to mitigate
risk. The collateral may be in the form of mortgages over real estate property, chattels, inventory,
cash, securities and/or guarantees. The Bank regularly monitors and updates the fair value of the
collateral depending on the type of credit exposure. Estimates of the fair value of collateral are
considered in the review and assessment of the adequacy of allowance for credit losses. In general,
the Bank does not require collateral for loans and advances to other banks, except when securities are
held as part of reverse repurchase agreements.

An estimate of the fair value of collateral and other security enhancements held by the Group and
the Parent Bank against loans and other receivables as of December 31, 2018 and 2017 is shown
below:

Group
Exposure after
Exposure before financial effect of
collateral Property Deposits Others collateral
As of December 31, 2018 =335,802,301
P P31,702,972
= =
P595,409 P11,506,779
= =291,997,141
P
As of December 31, 2017 292,787,967 49,580,386 140,435 35,429,507 207,637,639

Parent Bank
Exposure after
Exposure before financial effect of
collateral Property Deposits Others collateral
As of December 31, 2018 =265,732,284
P P30,797,902
= P507,031
= P11,506,779
= =222,920,572
P
As of December 31, 2017 221,765,580 49,429,711 89,155 35,429,507 136,817,207

The Group’s manner of disposing the collateral for impaired loans and receivables is normally
through sale of the assets after foreclosure proceedings have taken place.

Liquidity Risk
Liquidity risk is the risk that there are insufficient funds available to adequately meet the credit
demands of the Group’s customers and repay deposits on maturity. The ALCO and the Treasurer of
the Group ensure that sufficient liquid assets are available to meet short-term funding and regulatory
requirements. Liquidity is monitored by the Group on a daily basis and under stressed situations. A
contingency plan is formulated to set out the amount and the sources of funds (such as unused credit
facilities) that are available to the Group and the circumstances under which the Group may use such
funds.

The Group also manages its liquidity risks through the use of a Maximum Cumulative Outflow
(MCO) limit which regulates the outflow of cash on a cumulative basis and on a tenor basis. To
maintain sufficient liquidity in foreign currencies, the Group has also set an MCO limit for certain
designated foreign currencies. The MCO limits are endorsed by the MRC and approved by the BOD.

*SGVFS032841*
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The table below shows the financial assets and financial liabilities’ liquidty information which
includes coupon cash flows categorized based on the contractual date on which the asset will be
realized and the liability will be settled. For financial assets at FVTPL, the analysis into maturity
grouping is based on the remaining period from the end of the reporting period to the expected date
the assets will be realized (amounts in millions).
Group
2018
On Up to 1 to 3 3 to 6 6 to 12 Beyond
Demand 1 month Months Months Months 1 year Total
Financial assets
Cash and other cash items P
= 10,917 =
P− =
P− =
P− =
P− =
P− P
= 10,917
Due from BSP 56,511 − − − − − 56,511
Due from other banks 14,942 − − − − − 14,942
Interbank loans receivable − − − − − − −
82,370 − − − − − 82,370
Financial assets at FVTPL
Derivative assets 9 196 89 18 16 50 378
Debt securities − 5,219 − − − − 5,219
Equity securities − 2,690 − − − − 2,690
Financial assets at FVOCI
Debt securities − 9 41 390 1,431 9,883 11,754
Equity securities − − − − − 53 53
Financial assets at amortized
cost
Debt securities − 1,243 1,570 4,611 5,904 378,690 392,018
9 9,357 1,700 5,019 7,351 388,676 412,112
Loans and other receivables 43 42,266 30,217 24,223 26,641 240,761 364,151
Other receivables
Accounts receivable − – – – – 4,711 4,711
Accrued interest receivable − 5,081 – – – – 5,081
Sales contract receivable − 24 46 68 135 1,248 1,521
43 47,371 30,263 24,291 26,776 246,720 375,464
Other financial assets
Returned checks and other
cash items − 509 − − − − 509
Sundry debits − 145 − − − − 145
− 654 − − − − 654
Total assets P
= 82,422 P
= 57,382 P
= 31,963 P
= 29,310 P
= 34,127 P
= 635,396 P
= 870,600
Non-derivative liabilities
Deposit liabilities
Demand P
= 119,253 =
P– =
P– =
P– =
P– =
P– P
= 119,253
Savings 67,348 – – – – – 67,348
Time and LTNCD 341 130,740 61,218 9,644 6,160 33,053 241,156
186,942 130,740 61,218 9,644 6,160 33,053 427,757
Bills payable – 58,326 13,483 970 15,844 4,275 92,898
Notes and bonds payable – 37 291 738 1,029 48,089 50,184
Manager’s checks 9,417 – – – – – 9,417
Accrued interest payable – 1,369 – – – – 1,369
Accounts payable – 3,956 – – – – 3,956
Other liabilities – 4,308 – – – 234 4,542
196,359 198,736 74,992 11,352 23,033 85,651 590,123
Derivative liabilities
Outflow – 16,627 4,549 1,547 922 – 23,645
Inflow – (16,292) (4,518) (1,526) (899) – (23,235)
− 335 31 21 23 − 410
Total liabilities =196,359
P =199,071
P P
= 75,023 P
= 11,373 =23,056
P =85,651
P =590,533
P

*SGVFS032841*
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Group
2017
On Up to 1 to 3 3 to 6 6 to 12 Beyond
Demand 1 month Months Months Months 1 year Total
Financial assets
Cash and other cash items P6,633
= P−
= P−
= P−
= P−
= P−
= P6,633
=
Due from BSP 66,277 − − − − − 66,277
Due from other banks 54,520 − − − − − 54,520
Interbank loans receivable − 4,799 − − − − 4,799
127,430 4,799 − − − − 132,229
Financial assets at FVTPL
Derivative assets − 252 67 − − 49 368
Debt securities − − − − − − −
Equity securities − 2,816 − − − − 2,816
Financial assets at FVOCI
Debt securities − − − − − − −
Equity securities − − − − − 44 44
Financial assets at amortized
cost
Debt securities − 1,052 1,919 2,011 4,160 314,730 323,872
− 4,120 1,986 2,011 4,160 314,823 327,100
Loans and other receivables 178 36,495 25,808 17,049 20,197 218,330 318,057
Other receivables
Accounts receivable − − − − − 3,668 3,668
Accrued interest receivable − 4,025 − − − − 4,025
Sales contract receivable − 21 40 59 116 952 1,188
178 40,541 25,848 17,108 20,313 222,950 326,938
Other financial assets
Returned checks and other
cash items − 260,780 − − − − 260,780
Sundry debits − 160,650 − − − − 160,650
− 421,430 − − − − 421,430
Total assets =127,608
P =470,890
P =27,834
P =19,119
P =24,473
P =537,773
P =1,207,697
P
Non-derivative liabilities
Deposit liabilities
Demand =127,424
P P–
= P–
= P–
= P–
= P–
= =127,424
P
Savings 57,745 – – – – – 57,745
Time and LTNCD 117 159,980 71,771 9,329 7,505 18,371 267,073
185,286 159,980 71,771 9,329 7,505 18,371 452,242
Bills payable 1 30,769 2,301 1,226 7,359 1,855 43,511
Notes and bonds payable – – 97 518 615 36,013 37,243
Manager’s checks 8,677 – – – – – 8,677
Accrued interest payable – 941 – – – – 941
Accounts payable – 2,854 – – – – 2,854
Other liabilities – 4,085 – – – 189 4,274
193,964 198,629 74,169 11,073 15,479 56,428 549,742
Derivative liabilities
Outflow – 3,934 32 13 8 – 3,987
Inflow – (3,911) (32) (12) (8) – (3,963)
− 23 − 1 − − 24
Total liabilities =193,964
P =198,652
P =74,169
P =11,074
P =15,479
P =56,428
P =549,766
P

Parent Bank
2018
On Up to 1 to 3 3 to 6 6 to 12 Beyond
Demand 1 month Months Months Months 1 year Total
Financial assets
Cash and other cash items P
= 10,335 =
P− =
P− =
P− =
P− =
P− P
= 10,335
Due from BSP 52,961 − − − − − 52,961
Due from other banks 11,550 − − − − − 11,550
Interbank loans receivable − − − − − − −
74,846 − − − − − 74,846
Financial assets at FVTPL
Derivative assets 9 196 89 18 16 50 378
Debt securities − 5,219 − − − − 5,219
Equity securities − 2,632 − − − − 2,632
Financial assets at FVOCI
Debt securities − − 41 390 1,431 9,883 11,745
Equity securities − − − − − 44 44
Financial assets at amortized
cost
Debt securities − 1,243 1,570 4,611 5,904 378,690 392,018
9 9,290 1,700 5,019 7,351 388,667 412,036

(Forward)

*SGVFS032841*
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Parent Bank
2018
On Up to 1 to 3 3 to 6 6 to 12 Beyond
Demand 1 month Months Months Months 1 year Total
Loans and other receivables =
P− P
= 41,405 P
= 28,618 P
= 21,448 P
= 20,108 P
= 183,347 P
= 294,926
Other receivables
Accounts receivable − − − − − 1,761 1,761
Accrued interest receivable − 4,459 − − − − 4,459
Sales contract receivable − 24 46 68 135 1,171 1,444
− 45,888 28,664 21,516 20,243 186,279 302,590
Other financial assets
Returned checks and other − 508,709 − − − − 508,709
cash items
Sundry debits − 145,438 − − − − 145,438
− 654,147 − − − − 654,147
Total assets P
= 74,855 P
= 709,325 P
= 30,364 P
= 26,535 P
= 27,594 P
= 574,946 P
= 1,443,619
Non-derivative liabilities
Deposit liabilities
Demand P
= 119,847 =
P– =
P– =
P– =
P– P–
= P
= 119,847
Savings 64,080 – – – – – 64,080
Time and LTNCD 279 110,834 57,969 7,742 3,367 20,562 200,753
184,206 110,834 57,969 7,742 3,367 20,562 384,680
Bills payable – 49,702 12,512 5 1,362 1,866 65,447
Notes and bonds payable – – 291 734 1,025 47,922 49,972
Manager’s checks 9,417 – – – – – 9,417
Accrued interest payable – 1,108 – – – – 1,108
Accounts payable – 3,256 – – – – 3,256
Other liabilities – 4,303 – – – 234 4,537
193,623 169,203 70,772 8,481 5,754 70,584 518,417
Derivative liabilities
Outflow – 16,627 4,549 1,547 922 – 23,645
Inflow – (16,292) (4,518) (1,526) (899) – (23,235)
− 335 31 21 23 − 410
Total liabilities P
= 193,623 P
= 169,538 P
= 70,803 P
= 8,502 P
= 5,777 P
= 70,584 P
= 518,827

Parent Bank
2017
On Up to 1 to 3 3 to 6 6 to 12 Beyond
Demand 1 month Months Months Months 1 year Total
Financial assets
Cash and other cash items P6,249
= P−
= P−
= P−
= P−
= P−
= P6,249
=
Due from BSP 60,350 − − − − − 60,350
Due from other banks 53,690 − − − − − 53,690
Interbank loans receivable − 4,799 − − − − 4,799
120,289 4,799 − − − − 125,088
Financial assets at FVTPL
Derivative assets − 252 67 − − 49 368
Debt securities − − − − − − −
Equity securities − 2,764 − − − − 2,764
Financial assets at FVOCI −
Debt securities − − − − − − −
Equity securities − − − − − 44 44
Financial assets at amortized
cost
Debt securities − 1,052 1,919 2,011 4,160 314,730 323,872
− 4,068 1,986 2,011 4,160 314,823 327,048
Loans and other receivables =−
P =34,901
P =24,504
P =16,078
P =17,715
P =156,241
P =249,439
P
Other receivables −
Accounts receivable − − − − − 1,498 1,498
Accrued interest receivable − 3,505 − − − − 3,505
Sales contract receivable − 21 40 59 116 952 1,188
− 38,427 24,544 16,137 17,831 158,691 255,630
Other financial assets
Returned checks and other − 261 − − − − 261
cash items
Sundry debits − 161 − − − − 161
− 422 − − − − 422
Total assets =120,289
P =47,716
P =26,530
P =18,148
P =21,991
P =473,514
P =708,188
P

(Forward)

*SGVFS032841*
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Parent Bank
2017
On Up to 1 to 3 3 to 6 6 to 12 Beyond
Demand 1 month Months Months Months 1 year Total
Non-derivative liabilities
Deposit liabilities
Demand =128,049
P P–
= P–
= P–
= P–
= P–
= =128,049
P
Savings 55,738 – – – – – 55,738
Time and LTNCD 64 128,491 66,569 7,820 6,498 8,670 218,112
183,851 128,491 66,569 7,820 6,498 8,670 401,899
Bills payable 26,577 2,301 7 161 49 29,095
Notes and bonds payable – – 97 518 615 36,013 37,243
Manager’s checks 8,677 – – – – – 8,677
Accrued interest payable – 793 – – – – 793
Accounts payable – 2,367 – – – – 2,367
Other liabilities 4,084 187 4,271
192,528 162,312 68,967 8,345 7,274 44,919 484,345
Derivative liabilities -
Outflow – 3,934 32 13 8 – 3,987
Inflow – (3,911) (32) (12) (8) – (3,963)
− 23 − 1 − − 24
Total liabilities =192,528
P =162,335
P =68,967
P =8,346
P =7,274
P =44,919
P =484,369
P

Market Risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate
due to changes in market variables such as interest rate, foreign exchange rates and equity prices.
The Group classifies exposures to market risk into either trading book or banking book. The market
risk for the trading portfolio is managed and monitored based on a Value-at-Risk (VaR)
methodology. Meanwhile, the market risk for the non-trading positions are managed and monitored
using other sensitivity analyses.

The Group applies a VaR methodology to assess the market risk of positions held and to estimate the
potential economic loss based upon a number of parameters and assumptions for various changes in
market conditions. VaR is a method used in measuring financial risk by estimating the potential
negative change in the market value of a portfolio at a given confidence level and over a specified
time horizon.

The Group uses the historical VaR approach in assessing the possible changes in the market value of
investment securities based on historical data for a rolling one-year period. The VaR models are
designed to measure market risk in a normal market environment. The models assume that any
changes occurring in the risk factors affecting the normal market environment will have the same
distribution as they had in the past. This involves running the portfolio across a set of historical price
changes, thus creating a distribution of changes in portfolio value which may or may not be normal.
The historical approach does not make any assumptions regarding the distribution of the risk factors
and therefore can accommodate any type of distribution.

VaR may also be underestimated or overestimated due to the assumptions placed on risk factors and
the relationship between such factors for specific instruments. Even though positions may change
throughout the day, the VaR only represents the risk of the portfolios at the close of each business
day, and it does not account for any losses that may occur beyond the 99% confidence level.

The VaR figures are backtested daily against actual and hypothetical profit and loss of the trading
book to validate the robustness of the VaR model. To supplement the VaR, the Group performs
stress tests wherein the trading portfolios are valued under extreme market scenarios not covered by
the confidence interval of the Group’s VaR model.

Since VaR is an integral part of the Group’s market risk management, VaR limits are established
annually for all financial trading activities and exposures against the VaR limits and are monitored on
a daily basis. Limits are based on the tolerable risk appetite of the Group.

*SGVFS032841*
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A summary of the Group’s VaR position at December 31, 2018 and 2017 follows (amounts in
millions of Philippine pesos):

Foreign
Exchange Interest Rate Equity Total VaR
2018 P
=15.9 P
=377.9 P
=198.4 P
=592.2
Average daily 13.1 129.4 198.8 341.2
Highest 86.5 990.0 206.1 1,282.6
Lowest 1.9 – 187.6 189.5

2017 P13.2
= P–
= P196.0
= P209.2
=
Average daily 15.9 3.3 204.0 223.2
Highest 39.9 16.3 215.4 256.5
Lowest 3.8 – 152.5 161.7

The high and low of the total portfolio may not equal to the sum of the individual components as the
highs and lows of the individual portfolios may have occurred on different trading days. The VaR for
foreign exchange is the foreign exchange risk throughout the Parent Bank.

Interest Rate Risk


A critical element of the Group’s risk management program consists of measuring and monitoring the
risks associated with fluctuations in market interest rates on the Group’s net interest income and
ensuring that the exposure in interest rates is kept within acceptable limits.

The Group employs “gap analysis” to measure the interest rate sensitivity of its assets and liabilities,
also known as Earnings-at-Risk (EaR). This sensitivity analysis is performed at least every month.
The EaR measures the impact on the net interest income for any mismatch between the amounts of
interest-earning assets and interest-bearing liabilities within a one-year period. The EaR is calculated
by first distributing the interest sensitive assets and liabilities into tenor buckets based on time
remaining to the next repricing date or the time remaining to maturity if there is no repricing and then
subtracting the liabilities from the assets to obtain the repricing gap. The repricing gap per tenor
bucket is then multiplied by the assumed interest rate movement and appropriate time factor to derive
the EaR per tenor. The total EaR is computed as the sum of the EaR per tenor within one year.
To manage the interest rate risk exposure, BOD-approved EaR limits were established.

Non-maturing or repricing assets or liabilities are considered to be non-interest rate sensitive and are
not included in the measurement.

A positive gap occurs when the amount of interest rate sensitive assets exceeds the amount of interest
rate sensitive liabilities while a negative gap occurs when the amount of interest rate sensitive
liabilities exceeds the amount of interest rate sensitive assets. Accordingly, during a period of rising
interest rates, an entity with a positive gap will have more interest rate sensitive assets repricing at a
higher interest rate than interest rate sensitive liabilities which will be favorable to it. During a period
of falling interest rates, an entity with a positive gap will have more interest rate sensitive assets
repricing at a lower interest rate than interest rate sensitive liabilities, which will be unfavorable to it.

*SGVFS032841*
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The asset-liability gap position of the Group and Parent Bank at carrying amounts follows (amounts
in millions of Philippine pesos):

Group
2018
Beyond
Up to Six Months Beyond
Six Months To One Year One Year Total
Resources
Loans P
=102,018 P
=17,300 P
=206,881 P
=326,199
Placements 14,942 – 56,511 71,453
Investments 3,821 949 213,502 218,272
120,781 18,249 476,894 615,924
Liabilities
Deposit liabilities 200,442 5,782 214,479 420,703
Bills payable 72,467 14,972 3,525 90,964
Notes and bonds payable 37 150 44,335 44,522
272,946 20,904 262,339 556,189
Asset-Liability Gap (P
= 152,165) (P
= 2,655) P
=214,555 P
=59,735

Group
2017
Beyond
Up to Six Months Beyond
Six Months To One Year One Year Total
Resources
Loans =102,288
P =26,362
P =151,529
P P280,179
=
Placements 61,425 – 64,165 125,590
Investments 801 – 168,897 169,698
Other financial assets 289 63 52 404
164,803 26,425 385,095 576,323
Liabilities
Deposit liabilities 239,684 7,188 200,744 447,616
Bills payable 33,180 7,161 2,730 43,071
Notes and bonds payable – – 32,128 32,128
272,864 14,349 235,602 522,815
Asset-Liability Gap (P
=108,061) =12,076
P =149,493
P =53,508
P

Parent Bank
2018
Beyond
Up to Six Months Beyond
Six Months To One Year One Year Total
Resources
Loans P
=85,622 P
=6,558 P
=166,231 P
=258,411
Placements 11,550 − 52,961 64,511
Investments 3,812 949 213,445 218,206
100,984 7,507 432,637 541,128
Liabilities
Deposit liabilities 175,699 3,233 201,778 380,710
Bills payable 61,955 1,315 1,454 64,724
Notes and bonds payable − − 44,335 44,335
237,654 4,548 247,567 489,769
Asset-Liability Gap (P
= 136,670) P
=2,959 P
=185,070 P
=51,359

*SGVFS032841*
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Parent Bank
2017
Beyond
Up to Six Months Beyond
Six Months To One Year One Year Total
Resources
Loans P81,963
= =15,952
P =114,061
P P211,976
=
Placements 58,586 – 60,248 118,834
Investments 801 – 168,845 169,646
141,350 15,952 343,154 500,456
Liabilities
Deposit liabilities 201,984 6,317 191,673 399,974
Bills payable 28,799 162 49 29,010
Notes and bonds payable – – 32,128 32,128
230,783 6,479 223,850 461,112
Asset-Liability Gap (P
=89,433) =9,473
P =119,304
P =39,344
P

The Parent Bank’s maturing financial liabilities within the one to six month period pertain to time
deposits as well as bills payable due to banks and other financial institutions. Maturing bills payable
are usually settled through repayments. When maturing financial assets are not sufficient to cover the
related maturing financial liabilities, the bills payable and other currently maturing financial liabilities
are rolled over/refinanced or are settled by entering into new borrowing arrangements with other
counterparties.

The following table sets out the impact of changes in interest rates on the Group’s and Parent Bank’s
net interest income (amounts in millions of Philippine pesos):

Group Parent Bank


Increase (decrease) in interest rates
(in basis points) 100 (100) 100 (100)
2018
Change in annualized net interest income (P
= 1,623) P
=1,623 (P
= 1,392) P
=1,392
As a percentage of net interest income (9.3%) 9.3% (9.8%) 9.8%

2017
Change in annualized net interest income (P
=1,244) =1,244
P (P
=993) P993
=
As a percentage of net interest income (7.1%) 7.1% (7.4%) 7.4%

This sensitivity analysis is performed for risk management purposes and assumes no other changes in
the repricing structure. Actual changes in net interest income may vary from the Bank’s internal
model.

Foreign Exchange Risk


Foreign exchange risk is the risk to earnings or capital arising from changes in foreign exchange
rates.

The Group’s net foreign exchange exposure, taking into account any spot or forward exchange
contracts, is computed as foreign currency assets less foreign currency liabilities. The foreign
exchange exposure is limited to the day-to-day, over-the-counter buying and selling of foreign
exchange in the Group’s branches, as well as foreign exchange trading with corporate accounts and
other financial institutions. The Group is permitted to engage in proprietary trading to take advantage
of foreign exchange fluctuations.

*SGVFS032841*
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The breakdown of the financial resources and financial liabilities of the Group and the Parent Bank as
to foreign currency-denominated balances, translated to Philippine pesos as of December 31, 2018
and 2017 is shown below.
2018
Other
Foreign
U.S. Dollars Currencies Total
Resources:
Cash and other cash items P
=2,684,743 P
=757,251 P
=3,441,994
Due from other banks 8,711,992 1,819,838 10,531,830
Financial assets at FVTPL 1,911,742 – 1,911,742
Financial assets at FVOCI 5,123,978 – 5,123,978
Financial assets at amortized cost 138,214,218 1,873,269 140,087,487
Loans and other receivables 12,603,289 63,554 12,666,843
P
=169,249,962 P
=4,513,912 P
=173,763,874
Liabilities:
Deposit liabilities P
=99,109,399 P
=3,371,657 P
=102,481,056
Bills payable 46,692,300 8,003 46,700,303
Notes and bonds payable 26,233,746 – 26,233,746
Derivative liabilities 10,499 – 10,499
Accrued interest and other expenses 483,756 489 484,245
Other liabilities 1,134,354 158,461 1,292,815
173,664,054 3,538,610 177,202,664
Currency swaps and forwards 5,229,482 (1,058,691) 4,170,791
Net exposure P
=815,390 (P
= 83,389) P
=732,001

2017
Other
Foreign
U.S. Dollars Currencies Total
Resources:
Cash and other cash items =551,642
P =163,435
P =715,077
P
Due from other banks 50,579,934 2,449,693 53,029,627
Interbank loans receivables 4,793,280 – 4,793,280
Financial assets at FVTPL 52,917 – 52,917
Financial assets at amortized cost 106,618,631 421,183 107,039,814
Loans and other receivables 10,829,857 12,829 10,842,686
=173,426,261
P =3,047,140
P =176,473,401
P
Liabilities:
Deposit liabilities =105,604,603
P =2,848,048
P =108,452,651
P
Bills payable 28,953,460 6,951 28,960,411
Notes payable 24,928,177 – 24,928,177
Derivative liabilities 6,742 – 6,742
Accrued interest and other expenses 355,778 495 356,273
Other liabilities 365,901 72,563 438,464
160,214,661 2,928,057 163,142,718
Currency swaps and forwards (12,640,760) (115,203) (12,755,963)
Net exposure =570,840
P =3,880
P =574,720
P

The Parent Bank’s foreign currency position for BSP reporting purposes also includes sundry debits,
due from head office and branches, sundry credits and other dormant credits that are also
denominated in foreign currencies. The Parent Bank’s net foreign currency exposure for BSP
reporting, which is required to be presented in aggregate net U.S. dollar amounts and translated to
Philippine pesos, as of December 31, 2018 and 2017 follows:

2018 2017
In U.S. dollars $11,332 $11,315
In Philippine pesos P
=595,837 =564,958
P

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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 profile of foreign currency
exposure on its assets and liabilities is within conservative limits for a financial institution engaged in
the type of business in which the Parent Bank is involved.

The following table illustrates the sensitivity of the net results and capital funds to the changes in
foreign exchange rates on the Group’s financial assets and financial liabilities. The percentages
change (increase and decrease) have been determined based on the average market volatility in
exchange rates in the previous 12 months, using a confidence level of 99%. The sensitivity analysis
is based on the Group’s and the Parent Bank’s foreign currency-denominated financial instruments
held at each reporting date, including currency swaps and forwards.

2018 2017
Effect on Effect on
Net Profit Net Profit
% Change For the Year % Change For the Year
U.S. dollars 1.0% 7,591 0.5% 2,670
Japanese yen 1.5% 1 1.5% 28
Euros 1.5% (428) 1.5% 357
Others 1.3% (637) 1.3% (745)

Operational Risk
To standardize the practice and to conform to international standards, the Parent Bank has adopted the
Basel Committee’s definition of operational risk. This is formalized in the Parent Bank’s approved
Operational Risk Management Framework. Operational risk is the risk of loss arising from
inadequate or failed internal processes, people, and systems or from external events. This definition
also covers legal risk, as well as, the risk arising from dealings with Outsourced Service Providers
(OSPs) and the use of technology-related products, services, delivery channels, and processes. This
definition excludes strategic and reputational risk.

Each specific unit of the Parent Bank has its roles and responsibilities in the management of
operational risk and these are clearly stated in the operational risk management framework. At the
BOD level, an ORMC was formed to provide overall direction in the management of operational risk,
aligned with the overall business objectives.

The ORMC covers the following areas of concern:

(a) The adequacy of the Parent Bank’s policies, procedures, organization and resources for
preventing, or limiting the damage from unexpected loss due to deficiencies in information
systems, business, operational and management processes, employee skills and supervision,
equipment and internal controls.

(b) Results of periodic or special risk assessments conducted in various businesses, operating units,
products and information systems of the Parent Bank, to proactively uncover operational and
information technology risks that may result to actual loss or damage to the Parent Bank.

(c) Summarized results of internal audits, BSP examinations and investigation of administrative
cases that highlight trends indicative of present or emerging exposures to specific operational
risks.

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(d) Regulatory compliance issues, whether currently existing, or anticipated to arise as a result of
new laws or regulations.

(e) Business continuity strategies, plans, and resources.

An Operational Risk Management Unit (ORMU) was formed and given the mandate to build and lead
the roadmap in developing the foundations and systems necessary for the effective implementation of
an Operational Risk Management Framework. The ORMU, together with all other Risk Units,
reports directly to the Chief Risk Officer.

In managing products, services and systems, these are implemented only after a thorough operational
and technical risk evaluation. As part of the product and systems approval process, product managers
ensure that risks are clearly identified and adequately controlled and mitigated. For existing products,
services and systems, regular reviews are conducted and controls are assessed to determine continued
effectiveness. The Parent Bank, as part of its continuing effort to manage operational risk, has
ensured that the basic controls to manage exposure to operational risk have been embedded in its
processes.

For all technology-related activities and initiatives, the Parent Bank has a board level Technology
Steering Committee (TSC) to provide oversight function. It is composed of seven (7) members, two
(2) of whom are members of the Bank’s BOD while five (5) are Senior Management officers from
both the business and the operational units, thereby allowing a comprehensive and high-level
guidance on technology-related issues that may impact the Parent Bank. The Parent Bank has
developed and implemented a Business Continuity Plan to give assurance that Bank services will
continue in the event of disasters or unforeseen circumstances.

Legal Risk and Regulatory Risk Management


Legal risk pertains to the Parent Bank’s exposure to losses arising from cases decided not in favor of
the Parent Bank where significant legal costs have already been incurred, or in some instances, where
the Parent Bank may be required to pay damages. The Parent Bank is often involved in litigation in
enforcing its collection rights under loan agreements in case of borrower default. The Parent Bank
may incur significant legal expenses as a result of these events, but the Parent Bank may still end up
with non-collection or non-enforcement of claims. The Parent Bank has established measures to
avoid or mitigate the effects of these adverse decisions and engages several qualified legal advisors,
who were endorsed to and carefully approved by senior management. At year-end, the Parent Bank
also ensures that material adjustments or disclosures are made in the financial statements for any
significant commitments or contingencies which may have arisen from legal proceedings involving
the Parent Bank.

Regulatory compliance risk refers to the potential risk for the Parent Bank to suffer financial loss due
to changes in the laws, monetary, tax or other governmental regulations of the country. The
monitoring of the Parent Bank’s compliance with these regulations, as well as the study of the
potential impact of new laws and regulations, is the primary responsibility of the Parent Bank’s Chief
Compliance and Corporate Governance Officer. The Chief Compliance and Corporate Governance
Officer is responsible for communicating and disseminating new rules and regulations to all units,
analyzing and addressing compliance issues, performing periodic compliance testing and regularly
reporting to the CGC and the BOD.

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5. Capital Management

Regulatory Capital
As the Parent Bank’s lead regulator, the BSP sets and monitors capital requirements of the Parent
Bank.

In implementing current capital requirements, the BSP requires the Parent Bank to maintain a
minimum capital amount and a prescribed ratio of qualifying capital to risk-weighted assets, known
as the “capital adequacy ratio” (CAR). Risk-weighted assets is the aggregate value of assets weighted
by credit risk, market risk, and operational risk, based on BSP-prescribed formula provided under
BSP Circular No. 360 and BSP Circular No. 538 which contain the implementing guidelines for the
revised risk-based capital adequacy framework to conform to Basel II recommendations.

Effective January 1, 2014, the BSP has adopted the new risk-based capital adequacy framework
particularly on the minimum capital and disclosure requirements for the Philippine banking system in
accordance with the Basel III standards through BSP Circular No. 781. The adopted Basel III risk-
based capital adequacy framework requires the Group to maintain:

(a) Common Equity Tier 1 (CET1) of at least 6.0% of risk-weighted assets;


(b) Tier 1 Capital of at least 7.5% of risk-weighted assets;
(c) Qualifying Capital (Tier 1 plus Tier 2 Capital) of at least 10.0% of risk-weighted assets; and,
(d) Capital Conservation Buffer of 2.5% of risk-weighted assets, comprised of CET1 Capital.

The Group’s and the Parent Bank’s regulatory capital position as of December 31, 2018 and 2017, as
reported to the BSP, follow (amounts in millions):

Group Parent Bank


2018 2017 2018 2017
Common Equity Tier 1 Capital
Paid-up common stock P
= 12,171 =10,583
P P
= 12,171 =10,583
P
Additional paid in capital 14,145 5,820 14,145 5,820
Surplus free 51,071 45,062 52,476 45,062
Undivided profits 6,712 7,603 6,590 7,202
Other comprehensive income (1,086) (911) (1,099) (894)
Minority interest in financial allied subsidiary 539 44 – –
Sub-total 83,552 68,201 84,283 67,773
Less Regulatory Adjustments:
Total outstanding unsecured credit accommodations,
both direct and indirect, to DOSRI, and unsecured
loans, other credit accommodations and guarantees
granted to subsidiaries and affiliates 250 213 173 149
Deferred income tax 4,888 4,443 3,767 3,782
Goodwill 14,071 11,331 7,887 7,887
Other intangible assets 1,182 731 942 640
Un-booked valuation reserves 1,886 – 1,624 –
Investments in equity of consolidated subsidiary banks and
quasi banks, and other financial allied undertakings – – 18,833 16,786
Other equity investments in non-financial allied and
non-allied undertakings 656 853 656 853
Total regulatory adjustments to Common Equity
Tier 1 capital 22,933 17,571 33,882 30,097
Total Common Equity Tier 1 capital P
= 60,619 P50,630
= P
= 50,401 P37,676
=
Total Tier 1 capital P
= 60,619 P
=50,630 P
= 50,401 P
=37,676
Tier 2 Capital
General loan loss provision P
= 4,417 P
=2,524 P
= 4,141 P
=2,000
Unsecured subordinated debt 7,200 7,200 7,200 7,200
Total Tier 2 capital P
= 11,617 9,724 P
= 11,341 9,200

(Forward)

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Group Parent Bank


2018 2017 2018 2017
Net Tier 1 capital P
= 60,619 =
P50,630 P
= 50,401 =
P37,676
Net Tier 2 capital 11,617 9,724 11,341 9,200
Total qualifying capital P
= 72,236 =60,354
P P
= 61,742 =46,876
P
Credit risk-weighted assets P
= 428,373 P
=376,145 P
= 362,102 P
=314,104
Market risk-weighted assets 9,121 7,691 9,121 7,691
Operational risk-weighted assets 38,234 35,307 25,424 25,563
Total risk-weighted assets P
= 475,728 =419,143
P P
= 396,647 =347,358
P
Capital ratios:
Total regulatory capital expressed as percentage of total
risk weighted assets 15.18% 14.40% 15.57% 13.50%
Total Tier 1 expressed as percentage of total
risk-weighted assets 12.74% 12.08% 12.71% 10.85%
Total Common Equity Tier 1 expressed as percentage
of total risk-weighted assets 12.74% 12.08% 12.71% 10.85%
Conservation buffer 6.74% 6.08% 6.71% 4.85%

The Group and the Parent Bank have fully complied with the CAR requirements of the BSP.

The breakdown of credit risk-weighted assets, market risk-weighted assets and operational
risk-weighted assets follow (amounts in millions):
Group Parent Bank
2018 2017 2018 2017
On-books assets P
=420,680 P371,439
= P
=354,409 =309,398
P
Off-books assets 2,628 2,917 2,628 2,917
Counterparty risk-weighted
assets in the banking books 4,563 1,542 4,563 1,542
assets in the trading books 502 247 502 247
Total Credit Risk-Weighted Assets P
=428,373 =376,145
P P
=362,102 =314,104
P
Capital Requirements P
=42,837 =37,615
P P
=36,210 =31,410
P
Interest rate exposures P
=3,272 =156
P 3,272 =156
P
Equity exposures 5,024 5,288 5,024 5,288
Foreign exchange exposures 825 2,247 825 2,247
Total Market Risk-Weighted Assets P
=9,121 =7,691
P P
=9,121 =7,691
P
Capital Requirements P
=912 =769
P P
=912 =769
P
Total Operational Risk-Weighted Assets - Basic indicator P
=38,234 =35,307
P P
=25,424 =25,563
P
Capital Requirements P
=3,823 =3,531
P P
=2,542 =2,556
P

The total credit exposure broken down by type of exposures and risk weights follow (amounts in
millions):

Group
2018
Total
Credit Risk
Credit Risk Exposure Total
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
Risk-Weighted On-Books Assets
Cash on hand P
= 10,847 P
= 10,847 P
= 10,847 P
=– P
=– =
P–
Checks and other cash items 67 67 67 – – 13
Due from BSP 56,519 56,519 56,519 – – –
Due from other banks 14,925 14,925 10,899 4,026 – 9,124
Financial assets at FVTPL 1 1 − 1 – 1
Financial assets at FVOCI 9,838 9,050 5,447 3,603 – 4,007
Financial assets at amortized cost 204,463 201,515 154,395 47,120 – 83,305
Loans and receivables 299,223 299,045 7,910 284,945 6,190 295,970
SPURRA 18,882 3,776 3,776 – – –
Sales contract receivable (SCR) 1,513 1,513 – 373 1,140 2,084

(Forward)

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Group
2018
Total
Credit Risk
Credit Risk Exposure Total
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
ROPA P
= 4,736 P
= 4,736 P
=– P
=– P
= 4,736 P
= 7,104
Other assets 17,809 17,809 160 17,649 – 17,649
Total risk-weighted on-books assets not
covered by CRM 638,823 619,803 250,020 357,717 12,066 419,257
Total risk-weighted on-books assets
covered by CRM – 19,020 19,012 8 – 1,423
P
= 638,823 P
= 638,823 P
= 269,032 P
= 357,725 P
= 12,066 P
= 420,680
Risk-Weighted Off-Books Assets
Direct credit substitutes (e.g., general
guarantee of indebtedness and
acceptances) P
= 977 P
=– P
=– P
= 977 P
=– P
= 977
Transaction-related contingencies
(e.g., performance bonds, bid
bonds, warrantees and stand-by
LCs related to particular
transactions) 1,851 – – 925 – 925
Trade-related contingencies arising
from movements of goods
(e.g., documentary credits
collateralized by the underlying
shipments) and commitments with
an original maturity of up to one
year 3,629 – – 726 – 726
P
= 6,457 P
=– P
=– P
= 2,628 P
=– P
= 2,628
Counterparty Risk-Weighted Assets
in the Banking Books
Repo-style Exposure P
= 48,182 P
= 9,543 P
= 9,543 P
=– P
=– P
= 4,563
Counterparty Risk-Weighted Assets
in the Trading Books
Interest Rate Contracts P
= 526 P
=– P
=– P
=– P
=– P
=–
Exchange Rate Contracts 44,207 761 492 269 – 502
Total P
= 738,195 P
= 649,127 P
= 279,067 P
= 360,622 P
= 12,066 P
= 428,373

Group
2017
Total
Credit Risk Total
Credit Risk Exposure
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
Risk-Weighted On-Books Assets
Cash on hand P
=6,622 P
=6,622 P
=6,622 =
P– =
P– =
P–
Checks and other cash items 9 9 9 – – 2
Due from BSP 66,278 66,278 66,278 – – –
Due from other banks 54,534 54,532 53,656 8,779 – 23,840
Financial assets at FVTPL 1 1 – 1 – 1
Financial assets at FVOCI 44 44 – 44 – 44
Financial assets at amortized cost 169,992 166,769 136,880 29,889 – 61,957
UDSCL 406 406 58 348 – 348
Loans and receivables 266,462 266,229 12,631 250,517 3,081 257,702
SPURRA 13,572 10,270 10,270 – – –
Sales contract receivable (SCR) 1,097 1,097 – 245 852 1,523
ROPA 4,916 4,916 – – 4,916 7,373
Other assets 18,086 18,086 155 17,930 – 17,930
Total risk-weighted on-books assets not
covered by CRM 602,019 595,259 286,559 307,753 8,849 370,720
Total risk-weighted on-books assets
covered by CRM – 6,760 6,760 – – 719
P
=602,019 P
=602,019 P
=293,319 P
=307,753 P
=8,849 P
=371,439

(Forward)

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Group
2017
Total
Credit Risk Total
Credit Risk Exposure
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
Risk-Weighted Off-Books Assets
Direct credit substitutes (e.g., general
guarantee of indebtedness and
acceptances) =1,199
P =–
P =−
P =1,199
P =–
P =1,199
P
Transaction-related contingencies
(e.g., performance bonds, bid
bonds, warrantees and stand-by
LCs related to particular
transactions) 2,404 – – 1,202 – 1,202
Trade-related contingencies arising
from movements of goods
(e.g., documentary credits
collateralized by the underlying
shipments) and commitments with
an original maturity of up to one
year 2,581 – – 516 – 516
=6,184
P P–
= P–
= =2,917
P P–
= =2,917
P
Counterparty Risk-Weighted Assets
in the Banking Books
Repo-style Exposure P
=25,925 P
=3,951 P
=3,951 =
P– =
P– P
=1,542
Counterparty Risk-Weighted Assets
in the Trading Books
Exchange Rate Contracts 15,531 4,634 332 132 – 247
Total =649,659
P =610,604
P =297,602
P =310,802
P =8,849
P =376,145
P

Parent Bank
2018
Total
Credit Risk Total
Credit Risk Exposure
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
Risk-Weighted On-Books Assets
Cash on hand P
= 10,335 P
= 10,335 P
= 10,335 P
=– P
=– P
=–
Due from BSP 52,967 52,967 52,967 – – –
Due from other banks 11,550 11,550 10,588 962 – 5,905
Financial assets through other –
comprehensive income 9,829 9,041 5,447 3,594 3,998
Financial assets at amortized cost 204,084 201,136 154,364 46,772 – 82,957
Loans and receivables 244,090 243,912 7,910 231,496 4,506 240,205
SPURRA 10,000 2,000 2,000 – – –
SCR 1,435 1,435 – 294 1,141 2,005
ROPA 4,371 4,371 – – 4,371 6,556
Other assets 11,358 11,358 – 11,358 – 11,358
Total risk-weighted on-books assets not
covered by CRM 560,019 548,105 243,611 294,476 10,018 352,984
Total risk-weighted on-books assets
covered by CRM – 11,914 11,906 8 – 1,425
P
= 560,019 P
= 560,019 P
= 255,517 P
= 294,484 P
= 10,018 P
= 354,409
Risk-Weighted Off-Books Assets
Direct credit substitutes (e.g., general
guarantee of indebtedness and
acceptances) P
= 977 P
=– P
=– P
= 977 P
=– P
= 977
Transaction-related contingencies (e.g.,
performance bonds, bid bonds,
warrantees and stand-by LCs
related to particular transactions) 1,852 – – 925 – 925

(Forward)

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Parent Bank
2018
Total
Credit Risk Total
Credit Risk Exposure
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
Trade-related contingencies arising
from movements of goods (e.g.,
documentary credits collateralized
by the underlying shipments) and
commitments with an original
maturity of up to one year P
= 3,629 P
=– P
=– P
= 726 P
=– P
= 726
P
= 6,458 P
=– P
=– P
= 2,628 P
=– P
= 2,628
Counterparty Risk-Weighted Assets
in the Banking Books
Repo-style Exposure P
= 48,182 P
= 9,543 P
= 9,543 P
=– P
=– P
= 4,563
Counterparty Risk-Weighted Assets
in the Trading Books
Interest Rate Contracts P
= 526 P
=– P
=– P
=– P
=– P
=–
Exchange Rate Contracts 44,207 761 492 269 – 502
Total P
= 659,392 P
= 570,323 P
= 265,552 P
= 297,381 P
= 10,018 P
= 362,102

Parent Bank
2017
Total
Credit Risk Total
Credit Risk Exposure
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
Risk-Weighted On-Books Assets
Cash on hand P
=6,249 P
=6,249 P
=6,249 =
P– =
P– =
P–
Due from BSP 60,351 60,351 60,351 – – –
Due from other banks 53,690 53,690 53,656 35 – 22,995
Financial assets through other
comprehensive income 44 44 – 44 – 44
Financial assets at amortized cost 169,992 166,768 136,880 29,888 – 61,957
Loans and receivables 209,415 209,182 12,627 195,409 1,147 199,737
SPURRA 4,130 826 826 – – –
SCR 1,097 1,097 – 245 852 1,523
ROPA 4,831 4,831 – – 4,831 7,247
Other assets 15,176 15,176 – 15,176 – 15,176
Total risk-weighted on-books assets not
covered by CRM 524,975 518,214 270,589 240,797 6,830 308,679
Total risk-weighted on-books assets
covered by CRM – 6,760 6,760 – – 719
P
=524,975 P
=524,974 P
=277,349 P
=240,797 P
=6,830 P
=309,398
Risk-Weighted Off-Books Assets
Direct credit substitutes (e.g., general
guarantee of indebtedness and
acceptances) =1,199
P =–
P =–
P =1,199
P =–
P =1,199
P
Transaction-related contingencies
(e.g., performance bonds, bid
bonds, warrantees and stand-by
LCs related to particular
transactions) 2,404 – – 1,202 – 1,202
Trade-related contingencies arising
from movements of goods
(e.g., documentary credits
collateralized by the underlying
shipments) and commitments with
an original maturity of up to one
year 2,581 – – 516 – 516
P
=6,184 =
P– =
P– P
=2,917 =
P– P
=2,917

(Forward)

*SGVFS032841*
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Parent Bank
2017
Total
Credit Risk Total
Credit Risk Exposure
Total Credit after Risk Weighted
Risk Exposure Mitigation 0%-50% 75%-100% 150% Assets
Counterparty Risk-Weighted Assets
in the Banking Books
Repo-style Exposure P
=25,925 P
=3,951 P
=3,951 =
P– =
P– P
=1,542
Counterparty Risk-Weighted Assets
in the Trading Books
Exchange Rate Contracts 15,532 464 331 132 – 247
Total P
=572,616 P
=529,389 P
=281,631 P
=243,846 P
=6,830 P
=314,104

Risk weighted on-balance sheet assets covered by credit risk mitigants were based on collateralized
transactions as well as guarantees by the Philippine National Government and those guarantors and
exposures with the highest credit rating.

Standardized credit risk weights were used in the credit assessment of asset exposures. Third party
credit assessments were based on the ratings by Standard & Poor’s, Moody’s, Fitch and Philratings
on exposures to Sovereigns, Multilateral Development Banks, Banks, Local Government Units,
Government Corporations and Corporates.

Minimum Capital Requirement


Under the relevant provisions of current BSP regulations, the required minimum capitalization of a
universal bank is =
P20.0 billion both as of December 31, 2018 and 2017. As of those dates, the Bank
is in compliance with these regulations.

Ensuring Sufficient Capital


On January 15, 2009, the BSP issued Circular No. 639, which articulates the need for banks to adopt
and document an Internal Capital Adequacy Assessment Process (ICAAP). All universal and
commercial banks are expected to perform a thorough assessment of all their material risks, as well as
maintain capital adequate to support these risks. This is intended to complement the current
regulatory capital requirement of at least 10% of risk assets, which only covers credit, market and
operational risks. On December 29, 2009, the BSP issued Circular No. 677 that effectively extends
the implementation of the ICAAP from January 2010 to January 2011.

Cognizant of the importance of a strong capital base to meet strategic and regulatory requirements,
the Parent Bank has adopted a robust ICAAP on a group-wide level that is consistent with its risk
philosophy and risk appetite. The ICAAP Document embodies the Bank’s risk philosophy, risk
appetite, and risk governance framework and structure, and integrates these with: (a) the Parent
Bank’s strategic objectives and long-term strategies; (b) the five-year financial and business plans;
and, (c) the capital plan and dividend policy.

The ICAAP’s objective is to ensure that the BOD and senior management actively and promptly
identify and manage the material risks arising from the general business environment, and that an
appropriate level of capital is maintained to cover these risks. To test the adequacy of its capital even
under difficult conditions, the Parent Bank conducts regular stress testing to assess the effects of
extreme but plausible events on its capital. The results are thoroughly discussed during RMC
meetings, and reported to the Board. In the course of its discussions, the BOD and senior
management may request for additional stress testing scenarios or revisions to the test assumptions in
order to better align these to current trends and forecasts.

*SGVFS032841*
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The Parent Bank has a cross-functional ICAAP technical team, comprised of representatives from the
core risk management units - credit, market, operational, information technology, and emerging risks;
corporate planning; financial controllership; treasury; internal audit; and compliance. This ensures a
well-coordinated approach to the development, documentation, implementation, review,
improvement, and maintenance of the various sub-processes included in the ICAAP. The key
members of the ICAAP technical team are enrolled in further training as well as various fora and
briefings to enhance their knowledge and expertise particularly on the subjects of ICAAP, Basel II
and III, and their interface with International Financial Reporting Standards.

On January 15, 2013, the BSP issued Circular No. 781, which specifies the implementing guidelines
on the revised risk-based capital adequacy framework in accordance with the Basel III standards,
applicable to universal and commercial banks as well as their subsidiary banks and quasi-banks
effective January 1, 2014. Beginning 2013, the Bank’s ICAAP Document considered the possible
impact of Basel III implementation on the eligibility of unsubordinated notes as qualifying capital and
the changes in composition of qualifying capital.

On January 8, 2013, the BOD approved the purchase of CSB, aligned with the Parent Bank’s
long-term strategy of building asset businesses based on consumers. With the materiality of
CSB’ assets in relation to the entire Group and the former’s expansion plans, the Bank’s ICAAP
Document showed the results of scenario analyses on a solo and consolidated basis.

The BSP, on October 29, 2014, issued Circular No. 856 that requires banks identified as Domestic
Systemically Important Banks (D-SIBs) to comply with a higher loss absorbency (HLA) requirement
on top of the common equity tier 1 and capital conservation buffer to increase going concern loss
absorbency and reduce extent or impact of failure on the domestic economy. The HLA requirement
will be phased-in from January 1, 2017 with full implementation by January 1, 2019. For the purpose
of the ICAAP Document submitted starting 2016, the Parent Bank included in the assessment the
implications of the circular to its capital targets.

On March 10, 2016, BSP issued Circular No. 904 that sets out the guidelines that D-SIBs should
follow in maintaining a recovery plan for future destabilizing events and/or crises. The Parent Bank’s
first recovery plan, approved by the BOD in May 2016, was submitted to the BSP in June 2016 as a
supplement to the 2016 ICAAP Document. Moving forward, the recovery plan shall form an integral
part of the annual ICAAP Document submitted to BSP on or before March 31 of each year. The
Parent Bank’s Capital Management Manual was also updated and presented to the BOD in June 2016
to align with the D-SIB recovery plan guidelines set by the Circular.

The Parent Bank’s ICAAP Document is subjected each year to an independent review by the Internal
Audit Division (IAD) to provide reasonable assurance that the Parent Bank has met the regulatory
requirements. For the 2018 ICAAP Document submission, the results of the audit assessment were
presented to the Audit Committee and the BOD in February 2018. Based on IAD’s assessment of the
ICAAP document, its related supporting documents, and existing processes and structures, IAD
reported that the Parent Bank has satisfactorily complied with the minimum requirements prescribed
in BSP Circular No. 639. Presence of a proper governance and oversight function of the ICAAP,
comprehensive risk management framework, and sound capital management process were verified in
the audit process. For 2018, the Parent Bank’s ICAAP Document was submitted to the BSP on
March 23, 2018.

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6. Segment Reporting

Business Segments
The Group’s main operating businesses are organized and managed separately according to the nature
of products and services provided and the different markets served, with each segment representing a
strategic business unit. These are also the basis of the Group in reporting to its chief operating
decision-maker for its strategic decision-making activities. The Group’s main business segments are
as presented in the succeeding pages.
(a) Consumer Banking
This segment principally handles individual customers’ deposits and provides consumer type
loans, such as automobiles and mortgage financing, credit card facilities and funds transfer
facilities.

(b) Corporate and Commercial Banking


This segment principally handles loans and other credit facilities and deposit and current accounts
for corporate, institutional, small and medium enterprises, and middle market customers.

(c) Treasury
This segment is principally responsible for managing the Bank’s liquidity and funding
requirements, and handling transactions in the financial markets covering foreign exchange, fixed
income trading and investments, and derivatives.

(d) Headquarters
This segment includes corporate management, support and administrative units not specifically
identified with Consumer Banking, Corporate and Commercial Banking or Treasury.

These segments are the basis on which the Group reports its primary segment information.
Transactions between segments are conducted at estimated market rates on an arm’s length basis.

Segment resources and liabilities comprise operating resources and liabilities including items
such as taxation and borrowings. Revenues and expenses that are directly attributable to a
particular business segment and the relevant portions of the Group’s revenues and expenses that
can be allocated to that business segment are accordingly reflected as revenues and expenses of
that business segment.
Analysis of Segment Information
Segment information of the Group as of and for the years ended December 31, 2018, 2017 and 2016
follow (amounts in millions):
Corporate and
Consumer Commercial
Banking Banking Treasury Headquarters Total
December 31, 2018
Results of operations
Net interest income and
other income P
= 12,752 P
= 5,560 P
= 4,947 P
= 2,415 P
= 25,674
Other expenses (7,221) (1,809) (1,439) (5,851) (16,320)
Income before impairment
losses and income tax P
= 5,531 P
= 3,751 P
= 3,508 P
= (3,436) 9,354
Impairment losses − − − − (856)
Tax expense − − − − (1,183)
Net income − − − − 7,315
Segment resources P
= 160,639 P
= 218,001 P
= 255,622 P
= 39,521 P
= 673,783
Segment liabilities P
= 251,495 P
= 134,105 P
= 137,054 P
= 60,168 P
= 582,822
Other information:
Depreciation and amortization P
= 269 P
= 29 P
= 12 P
= 433 ₱743
Capital expenditures 426 142 47 1,714 2,329

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Corporate and
Consumer Commercial
Banking Banking Treasury Headquarters Total
December 31, 2017
Results of operations
Net interest income and
other income P
=13,262 P
=4,897 P
=4,452 P
=2,707 P
=25,318
Other expenses (6,743) (1,475) (1,183) (4,355) (13,756)
Income before impairment
losses and income tax P
=6,519 P
=3,422 P
=3,269 (P
=1,648) 11,562
Impairment losses − − − − (876)
Tax expense − − − − (2,266)
Net income − − − − =8,420
P
Segment resources =152,942
P =190,458
P =250,591
P =27,441
P =621,432
P
Segment liabilities P
=248,330 P
=127,347 P
=123,078 P
=49,333 P
=548,088
Other information:
Depreciation and amortization P
=269 =
P34 =
P6 P
=326 P
=635
Capital expenditures 450 135 14 646 1,245

Corporate and
Consumer Commercial
Banking Banking Treasury Headquarters Total
December 31, 2016
Results of operations
Net interest income and
other income P
=12,899 P
=4,291 P
=7,059 P
=1,286 P
=25,535
Other expenses (5,715) (1,235) (683) (4,332) (11,965)
Income before impairment
losses and income tax P
=7,184 P
=3,056 P
=6,376 (P
=3,046) 13,570
Impairment losses (1,594)
Tax expense (1,910)
Net income =10,066
P
Segment resources P134,896
= =157,913
P =203,603
P =27,378
P =523,790
P
Segment liabilities P
=227,834 P
=106,232 P
=100,085 P
=22,694 P
=456,845
Other information:
Depreciation and amortization P
=341 =
P54 =
P6 P
=315 P
=716
Capital expenditures 109 11 1 253 374

7. Categories, Fair Value Measurement and Offsetting of Financial Assets and


Financial Liabilities

Comparison of Carrying Amounts and Fair Values


The carrying amounts and fair values of the categories of financial assets and financial liabilities
presented in the statements of financial position are shown below.

Group
2018
Classes
At Amortized Carrying
Cost At Fair Value Amount Fair Value
Financial Assets
At amortized cost
Financial assets at amortized cost P
=200,173,730 P
=– P
=200,173,730 P
=179,655,178
Loans and other receivables 326,199,466 – 326,199,466 329,756,674
At fair value
Financial assets at FVTPL – 8,283,695 8,283,695 8,283,695
Financial assets at FVOCI – 9,815,040 9,815,040 9,815,040
Trust fund assets – 2,436,441 2,436,441 2,436,441

(Forward)

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Group
2018
Classes
At Amortized Carrying
Cost At Fair Value Amount Fair Value
Financial Liabilities
At amortized cost
Deposit liabilities P
=420,702,533 P
=– P
=420,702,533 P
=420,447,783
Bills payable 90,964,473 – 90,964,473 90,964,473
Notes and bonds payable 44,522,066 – 44,522,066 43,197,489
At fair value
Derivative liabilities − 407,037 407,037 407,037

Group
2017
Classes
At Amortized Carrying
Cost At Fair Value Amount Fair Value
Financial Assets
At amortized cost
Financial assets at amortized cost =166,471,659
P P–
= =166,471,659
P =161,669,316
P
Loans and other receivables 280,178,875 – 280,178,875 280,213,033
At fair value
Financial assets at FVTPL – 3,182,040 3,182,040 3,182,040
Financial assets at FVOCI – 43,783 43,783 43,783
Trust fund assets – 3,768,669 3,768,669 3,768,669
Financial Liabilities
At amortized cost
Deposit liabilities =447,616,213
P P–
= =447,616,213
P =447,599,503
P
Bills payable 43,070,825 – 43,070,825 43,070,825
Notes and bonds payable 32,128,177 – 32,128,177 32,013,570
At fair value
Derivative liabilities 23,684 23,684 23,684

Parent Bank
2018
Classes
At Amortized Carrying
Cost At Fair Value Amount Fair Value
Financial Assets
At amortized cost
Financial assets at amortized cost P
=200,173,730 P
=– P
=200,173,730 P
=179,655,178
Loans and other receivables 258,411,076 – 258,411,076 261,968,284
At fair value
Financial assets at FVTPL – 8,225,569 8,225,569 8,225,569
Financial assets at FVOCI – 9,806,226 9,806,226 9,806,226
Financial Liabilities
At amortized cost
Deposit liabilities P
=380,710,363 P
=− P
=380,710,363 P
=380,455,612
Bills payable 64,723,631 – 64,723,631 64,723,631
Notes and bonds payable 44,335,260 – 44,335,260 43,010,683
At fair value
Derivative liabilities – 407,037 407,037 407,037

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Parent Bank
2017
Classes
At Amortized Carrying
Cost At Fair Value Amount Fair Value
Financial Assets
At amortized cost
Financial assets at amortized cost =166,471,659
P =
P– =166,471,659
P =161,669,316
P
Loans and other receivables 211,976,032 – 211,976,032 212,010,190
At fair value
Financial assets at FVTPL – 3,130,421 3,130,421 3,130,421
Financial assets at FVOCI – 43,783 43,783 43,783
Financial Liabilities
At amortized cost
Deposit liabilities =399,974,200
P P–
= =399,974,200
P =399,957,489
P
Bills payable 29,009,719 – 29,009,719 29,009,719
Notes and bonds payable 32,128,177 – 32,128,177 32,013,570
At fair value
Derivative liabilities – 23,684 23,684 23,684

The methods and assumptions used by the Group in estimating the fair value of the financial
instruments are:

∂ Cash and other cash items, Due from BSP and other banks, Interbank loans receivable and
Returned checks and other cash items
The carrying amounts approximate the fair values due to the short-term nature of these accounts.

∂ Trading and investment securities at FVTPL, FVOCI and amortized cost


Fair values of debt securities and equity investments are generally based on quoted market prices.
Where the government debt securities are not quoted or the market prices are not readily
available, the fair value is determined in reference to PHP BVAL rates and interpolated PDST-R2
rates provided by the Philippine Dealing and Exchange Corporation (PDEx) in 2018 and 2017,
respectively.

∂ Loans and other receivables


The estimated fair value of loans and receivables are estimated using the discounted cash flow
methodology, using the current incremental lending rates for similar types of loans and
receivables.

∂ Deposits and borrowings


The estimated fair value of demand deposits with no stated maturity, which includes noninterest-
bearing deposits, is the amount repayable on demand. The estimated fair value of long-term fixed
interest-bearing deposits and other borrowings without quoted market price is based on
discounted cash flows using interest rates for new debts with similar remaining maturity.

∂ Other liabilities such as Manager’s checks, Bills purchased, Accounts payable, Accrued interest
payable, Payment orders payable and Due to Treasurer of the Philippines
Due to their short duration, the carrying amounts of other liabilities in the statement of financial
position are considered to be reasonable approximation of their fair values.

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Fair Value Hierarchy


In accordance with PFRS 13, Fair Value Measurement, the fair value of financial assets and liabilities
and non-financial assets which are measured at fair value on a recurring or non-recurring basis and
those assets and liabilities not measured at fair value but for which fair value is disclosed in
accordance with other relevant PFRS, are categorized into three levels based on the significance of
inputs used to measure the fair value. The fair value hierarchy has the following levels:

∂ Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
∂ Level 2: inputs other than quoted prices included within Level 1 that are observable for the
resource or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and,
∂ Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest
level of significant input to the fair value measurement.

For purposes of determining the market value at Level 1, a market is regarded as active if quoted
prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing
service, or regulatory agency, and those prices represent actual and regularly occurring market
transactions on an arm’s length basis.

For investments which do not have quoted market price, the fair value is determined by using
generally acceptable pricing models and valuation techniques or by reference to the current market of
another instrument which is substantially the same after taking into account the related credit risk of
counterparties, or is calculated based on the expected cash flows of the underlying net asset base of
the instrument.

When the Group uses valuation technique, it maximizes the use of observable market data where it is
available and relies as little as possible on entity specific estimates. If all significant inputs required
to determine the fair value of an instrument are observable, the instrument is included in Level 2.
Otherwise, it is included in Level 3.

Financial Instruments Measured at Fair Value


The financial assets and liabilities measured at fair value in the statements of financial position as of
December 31, 2018 and 2017 are grouped into the fair value hierarchy as follows:

Group
Level 1 Level 2 Level 3 Total
December 31, 2018
Resources
Financial assets at FVTPL
Debt securities P
=5,218,679 P
=– P
=– = 55,218,679
P
Equity securities 2,569,908 120,490 − 2,690,398
Derivative assets − 324,840 49,688 374,528
Trust fund assets 2,436,441 − − 2,436,441
Financial assets at FVOCI
Debt securities 9,762,403 − − 9,762,403
Equity securities − − 52,637 52,637
Liabilities
Derivative liabilities − 407,037 – 407,037

(Forward)

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Group
Level 1 Level 2 Level 3 Total
December 31, 2017
Resources
Financial assets at FVTPL
Equity securities =2,695,600
P P120,490
= =–
P =2,816,090
P
Derivative assets − 318,766 47,184 365,950
Trust fund assets 3,768,669 − − 3,768,669
Financial assets at FVOCI
Equity securities − − 43,783 43,783
Liabilities
Derivative liabilities − 23,684 – 23,684

Parent Bank
Level 1 Level 2 Level 3 Total
December 31, 2018
Resources
Financial assets at FVTPL
Debt securities P
=5,218,679 P
=– P
=– P
=5,218,679
Equity securities 2,511,782 120,490 − 2,632,272
Derivative assets − 324,840 49,688 374,528
Financial assets at FVOCI
Debt securities 9,762,403 − − 9,762,403
Equity securities − − 43,823 43,823
Liabilities
Derivative liabilities − 407,037 – 407,037

December 31, 2017


Resources
Financial assets at FVTPL
Equity securities =2,643,981
P P120,490
= =–
P =2,764,471
P
Derivative assets − 318,766 47,184 365,950
Financial assets at FVOCI
Equity securities − − 43,783 43,783
Liabilities
Derivative liabilities − 23,684 – 23,684

There were no gains or losses recognized in 2018, 2017 and 2016 statements of income for Level 3
instruments. There were neither transfers between Levels 1 and 2 nor changes in Level 3 instruments
in both years.

Described below are the information about how the fair values of the Group and Parent Bank’s
classes of financial assets are determined.

(a) Debt securities


Fair values of debt securities under Level 1, composed of government securities issued by the
Philippine government and other foreign governments and private debt securities, are determined
based on quoted prices at the close of business as appearing on Bloomberg.

(b) Derivatives
The fair values of derivative financial instruments that are not quoted in an active market are
determined through valuation techniques using the net present value computation (see Note 3).

(c) Equity securities


Instruments included in Level 1 comprise equity securities classified as financial assets at
FVTPL. These securities were valued based on their closing prices on the PSE.

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Club shares classified as financial assets at FVTPL are included in Level 2 as their prices are not
derived from market considered as active due to lack of trading activities among market
participants at the end or close to the end of the reporting period.

Financial Instruments Measured at Amortized Cost for Which Fair Value is Disclosed
The table below summarizes the fair value hierarchy of financial assets and financial liabilities which
are not measured at fair value in the 2018 and 2017 statements of financial position but for which fair
value is disclosed.

Group
2018
Level 1 Level 2 Level 3 Total
Financial Assets
Financial assets at amortized cost P
=179,655,178 P
=– P
=– P
=179,655,178
Loans and other receivables – – 329,756,674 329,756,674
Financial Liabilities
Deposit liabilities P
=420,447,783 P
=– P
=– P
=420,447,783
Bills payable – 90,964,473 – 90,964,473
Notes and bonds payable – 43,197,489 – 43,197,489

Group
2017
Level 1 Level 2 Level 3 Total
Financial Assets
Financial assets at amortized cost =161,669,316
P P–
= =–
P =161,669,316
P
Loans and other receivables − – 280,213,033 280,213,033
Financial Liabilities
Deposit liabilities =447,599,503
P =–
P P–
= =447,599,503
P
Bills payable – 43,070,825 – 43,070,825
Notes and bonds payable – 32,013,570 – 32,013,570

Parent Bank
2018
Level 1 Level 2 Level 3 Total
Financial Assets
Financial assets at amortized cost P
=179,655,178 P
=– P
=– P
=179,655,178
Loans and other receivables – – 261,968,284 261,968,284
Financial Liabilities
Deposit liabilities P
=380,455,612 P
=– P
=– P
=380,455,612
Bills payable – 64,723,631 – 64,723,631
Notes and bonds payable – 43,010,683 – 43,010,683

Parent Bank
2017
Level 1 Level 2 Level 3 Total
Financial Assets
Financial assets at amortized cost =161,669,316
P P–
= =–
P =161,669,316
P
Loans and other receivables – – 212,010,190 212,010,190
Financial Liabilities
Deposit liabilities =399,957,489
P =
P– =
P– =399,957,489
P
Bills payable – 29,009,719 – 29,009,719
Notes and bonds payable – 32,013,570 – 32,013,570

For Cash and other cash items, Due from BSP and other banks, Interbank loans receivable and
Returned checks and other cash items, and Other liabilities such as Manager’s checks, Bills
purchased, Accounts payable, Accrued interest payable, Payment orders payable and Due to
Treasurer of the Philippines, management considers that the carrying amounts approximate their fair
value due to its short-term nature. Accordingly, these are not presented in the tables above.

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The fair values of the financial assets and financial liabilities included in Level 2 and Level 3 in the
preceding pages, which are not traded in an active market, are determined by using generally
acceptable pricing models and valuation techniques or by reference to the current market value of
another instrument which is substantially the same after taking into account the related credit risk of
counterparties, or is calculated based on the expected cash flows of the underlying net asset base of
the instrument. When the Group uses valuation technique, it maximizes the use of observable market
data where it is available and rely as little as possible on entity specific estimates. If all significant
inputs required to determine the fair value of an instrument are observable, the instrument is included
in Level 2. Otherwise, it is included in Level 3.

Fair Value Measurement of Investment Properties


The table below shows the levels within the hierarchy of investment properties measured at fair value
on a recurring basis as of December 31, 2018 and 2017.

2018
Level 1 Level 2 Level 3 Total
Group
Investment properties
Land P
=– P
=8,738,348 P
=– P
=8,738,348
Building and improvements – – 6,515,103 6,515,103
Parent Bank
Investment properties
Land P
=– P
=7,676,413 P
=– P
=7,676,413
Building and improvements – – 6,038,837 6,038,837

2017
Level 1 Level 2 Level 3 Total
Group
Investment properties
Land P–
= =7,988,116
P =–
P P7,988,116
=
Building and improvements – – 6,165,430 6,165,430
Parent Bank
Investment properties
Land P–
= =7,832,606
P =–
P P7,832,606
=
Building and improvements – – 5,690,404 5,690,404

The fair values of the Group’s and the Parent Bank’s investment properties (see Note 17) are
determined on the basis of the appraisals performed by independent appraisal companies acceptable
to the BSP, with appropriate qualifications and recent experience in the valuation of similar properties
in the relevant locations. The valuation process is conducted by the appraisers with respect to the
determination of the inputs such as the size, age, and condition of the land and buildings, and the
comparable prices in the corresponding property location. In estimating the fair value of these
properties, appraisal companies take into account the market participant’s ability to generate
economic benefits by using the assets in their highest and best use. Based on management’s
assessment, the best use of the Group’s and the Parent Bank’s non-financial assets indicated above is
their current use.

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The fair value of investment properties were determined based on the following approaches:

(a) Fair Value Measurement for Land


The Level 2 fair value of land was derived using the market data approach that reflects observable
and recent transaction prices for similar properties in nearby locations. Under this approach,
when sales prices of comparable land in close proximity are used in the valuation of the subject
property with no adjustment on the price, fair value is included in Level 2. On the other hand, if
the observable and recent prices of the reference properties were adjusted for differences in key
attributes such as property size, zoning, and accessibility, the fair value will be the lower level of
the hierarchy or Level 3. The most significant input into this valuation approach is the price per
square meter, hence, the higher the price per square meter, the higher the fair value.

(b) Fair Value Measurement for Building and Improvements


The Level 3 fair value of the investment properties was determined using the cost approach that
reflects the cost to a market participant to construct an asset of comparable usage, construction
standards, design and layout, adjusted for obsolescence. The more significant inputs used in the
valuation include direct and indirect costs of construction such as but not limited to, labor and
contractor’s profit, materials and equipment, surveying and permit costs, electricity and utility
costs, architectural and engineering fees, insurance and legal fees. These inputs were derived
from various suppliers and contractor’s quotes, price catalogues, and construction price indices.
Under this approach, higher estimated costs used in the valuation will result in higher fair value
of the properties.

There has been no change to the valuation techniques used by the Group during the year for its
investment properties. The movements in the investment properties categorized under Level 3 of
the fair value hierarchy follows:

Group Parent Bank


2018 2017 2018 2017
Balance at beginning of year P
=6,165,430 =5,815,521
P P
=5,690,404 =5,392,105
P
Additions 191,658 315,475 185,796 273,938
Fair value gains 490,543 245,973 490,543 228,966
Adjustments (3,291) 4,710 (2,934) 11,644
Net reclassification from (to) bank
premises, furniture, fixtures and
equipment (2,560) − (2,560) −
Disposals (326,677) (216,249) (322,412) (216,249)
Balance at year-end P
=6,515,103 =6,165,430
P P
=6,038,837 =5,690,404
P

Fair value gains recognized from these investment properties are presented as part of Fair value
gains on investment properties under the Miscellaneous income account in the statements of
income (see Note 27). On the other hand, realized gains from the sale of these investment
properties recognized by the Group and the Parent Bank amounted to P =57,558 and =P46,189,
respectively, in 2018, =
P131,072 and P=125,833, respectively, in 2017, and =
P66,350 and =P66,350,
respectively, in 2016, for both the Group and the Parent Bank, and are presented as part of Gain
on sale of investment properties under the Miscellaneous income account in the statements of
income (see Note 27).

Offsetting Financial Assets and Financial Liabilities


Certain financial assets and financial liabilities of the Group and the Parent Bank with amounts
presented in the statements of financial position as of December 31, 2018 and 2017 are subject to
offsetting, enforceable master netting arrangements and similar agreements. However, there were no
financial assets and financial liabilities presented at net in the statements of financial position.

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Presented below is the financial assets and financial liabilities subject to offsetting but the related
amounts are not set-off in the statements of financial position.
Group
December 31, 2018 December 31, 2017
Related amounts not set off in the statement of Related amounts not set off in the statement of
financial position financial position
Financial Collateral Financial Collateral
Instruments Received Net Amount Instruments Received Net Amount
Financial assets at FVTPL
Currency forwards P
=324,840 =
P− P
= 324,840 =318,766
P P–
= =318,766
P
Warrants 49,688 − 49,688 47,184 – 47,184
Loans and receivables 849,441 849,441 − 753,518 753,518 –
Total financial assets 1,223,969 849,441 374,528 =1,119,468
P =753,518
P =365,950
P
Financial liabilities
Derivative liabilities P
=407,037 =
P− P
= 407,037 =23,684
P =–
P P23,684
=
Deposit liabilities 1,294,209 849,441 444,768 1,055,806 753,518 302,288
Total financial liabilities P
= 1,701,246 P
= 849,441 P
= 851,805 =1,079,490
P =753,518
P =325,972
P

Parent Bank
December 31, 2018 December 31, 2017
Related amounts not set off in the statement of Related amounts not set off in the statement of
financial position financial position
Financial Collateral Financial Collateral
Instruments Received Net Amount Instruments Received Net Amount
Financial assets at FVTPL
Currency forwards P
= 324,840 =
P− P
= 324,840 =318,766
P P–
= =318,766
P
Warrants 49,688 − 49,688 47,184 – 47,184
Loans and receivables 794,541 794,541 − 753,518 753,518 –
Total financial assets 1,169,069 794,541 374,528 =1,119,468
P =753,518
P =365,950
P
Financial liabilities
Derivative liabilities P
=407,037 =
P− P
= 407,037 =23,684
P =−
P P23,684
=
Deposit liabilities 1,208,244 794,541 413,703 1,055,631 753,518 302,113
Total financial liabilities P
= 1,615,281 P
= 794,541 P
= 820,740 =1,079,315
P =753,518
P =325,797
P

8. Cash and Balances with the BSP

These accounts are composed of the following as of December 31:

Group Parent Bank


2018 2017 2018 2017
Cash and other cash items P
= 10,916,533 =6,633,237
P P
= 10,334,793 =6,249,122
P
Due from BSP
Mandatory reserves P
= 54,503,045 =63,651,796
P 51,133,191 =59,922,734
P
Non-mandatory reserves 2,007,656 2,625,164 1,828,235 427,392
P
= 56,510,701 =66,276,960
P P
= 52,961,426 =60,350,126
P

Cash consists primarily of funds in the form of Philippine currency notes and coins in the Bank’s vault
and those in the possession of tellers, including ATMs. Other cash items include cash items (other than
currency and coins on hand) such as checks drawn on other banks or other branches that were received
after the Bank’s clearing cut-off time until the close of the regular banking hours.

Mandatory reserves represent the balance of the deposit account maintained with the BSP to meet
reserve requirements and to serve as clearing account for interbank claims. Due from BSP bears
annual interest rates ranging from 2.5% to 4.9% in 2018, and from 0.0% to 3.5% in 2017 and 2016,
except for the amounts within the required reserve as determined by BSP. Total interest income
earned by the Group amounted to = P68,500, P
=187,511, and =P462,206 in 2018, 2017 and 2016
respectively, while the total interest income earned by the Parent Bank amounted to =
P40,126,
=171,583, and =
P P338,891 in 2018, 2017 and 2016, respectively. These are presented as part of Interest
income on cash and cash equivalents account in the statements of income.

*SGVFS032841*
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Cash and other cash items and due from BSP are included in cash and cash equivalents for cash flow
statement reporting purposes.

Under Section 254 of the MORB, a bank shall keep its required reserves in the form of deposits
placed in the bank’s demand deposit account with the BSP.

Section 254.1 of the MORB further provides that such deposit account with the BSP is not considered
as a regular current account as drawings against such deposits shall be limited to: (a) settlement of
obligation with the BSP, and (b) withdrawals to meet cash requirements.

9. Due from Other Banks

The balance of this account consists of regular deposits with the following:

Group Parent Bank


2018 2017 2018 2017
Foreign banks =10,450,895
P =52,867,637
P =10,450,895
P =52,867,637
P
Local banks 4,491,318 1,652,845 1,099,271 822,596
=14,942,213
P =54,520,482
P =11,550,166
P =53,690,233
P

The breakdown of this account as to currency follows:

Group Parent Bank


2018 2017 2018 2017
U.S. dollars =8,711,992
P =50,579,934
P =8,711,992
P P50,579,934
=
Philippine pesos 4,410,383 1,490,855 1,018,336 660,606
Other currencies 1,819,838 2,449,693 1,819,838 2,449,693
=14,942,213
P =54,520,482
P =11,550,166
P =53,690,233
P

Annual interest rates on these deposits range from 0.0% to 6.8% in 2018, from 0.0% to 3.0% in 2017
and from 0.0% to 1.6% in 2016. Total interest income on Due from other banks earned by the Group
amounted to =P138,958, =P34,741, and =P26,923 in 2018, 2017, and 2016, respectively, while total
interest income earned by the Parent Bank amounted to P=108,662, =P24,068, and =P20,840 in 2018,
2017 and 2016 respectively. These are presented as part of Interest income on cash and cash
equivalents account in the statements of income.

Due from other banks are included in cash and cash equivalents for cash flow statement reporting
purposes.

10. Interbank Loans Receivable

Interbank loans receivable consists of loans granted to other banks. These loans have terms ranging
from 1 to 28 days in 2018 and from 1 to 37 days in 2017.

All Interbank loans receivables of both the Group and the Parent Bank amounting to nil and
=4,793,280 as of December 31, 2018 and 2017, respectively, are denominated in foreign currencies.
P

*SGVFS032841*
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Total interest income on interbank loans in 2018 amounted to P=107,254 and =


P126,167 for the Group
and the Parent Bank, respectively. Total interest income in 2017 and 2016 amounted to =P92,777 and
=
P80,449, respectively, for both the Group and the Parent Bank. Annual interest rates on interbank
loans receivable range from 1.1% to 4.9% in 2018, 0.5% to 3.1% in 2017, and 0.07% to 2.6% in
2016.

11. Financial Assets at Fair Value through Profit or Loss

The Group’s and Parent Bank’s financial assets at fair value through profit or loss as of December 31,
2018 and 2017 consist of the following:
Group Parent Bank
2018 2017 2018 2017
Debt securities =5,218,769
P =−
P =5,218,769
P =−
P
Equity securities 2,690,398 2,816,090 2,632,272 2,764,471
Derivative assets 374,528 365,950 374,528 365,950
=8,283,695
P P3,182,040
= =8,225,569
P =3,130,421
P

The breakdown of this account as to currency follows:


Group Parent Bank
2018 2017 2018 2017
Philippine pesos =6,371,953
P =3,129,123
P =6,313,827
P =3,077,504
P
U.S. dollars 1,911,742 52,917 1,911,742 52,917
=8,283,695
P =3,182,040
P =8,225,569
P =3,130,421
P

All financial assets at FVTPL are held for trading. Fair values of derivative assets were determined
through valuation technique using the net present value computation.

The Group recognized fair value losses on financial assets at FVTPL amounting to = P105,752, =
P6,260
and =
P136,186 in 2018, 2017 and 2016, respectively, while the Parent Bank recognized fair value
losses on financial assets at FVTPL amounting to =P105,782, P =6,393 and P=137,266 in 2018, 2017
and 2016, respectively, and included as part of Gains (losses) on trading and investment securities at
FVTPL and FVOCI in the statements of income.

Interest income generated from these financial assets amounted to P


=36,639, =
P52,425, and = P59,058 in
2018, 2017, and 2016, respectively, and is shown as Interest Income on trading securities at FVTPL
account in the statements of income of both the Group and the Parent Bank. In 2018, annual interest
rates on these financial assets range from 3.4% to 8.0% and from 3.7% to 6.8% for securities
denominated in Philippine peso and U.S. dollars, respectively.

Derivative instruments include foreign currency forwards and warrants. Foreign currency forwards
represent commitments to purchase/sell foreign currency on a future date at an agreed exchange rate.

*SGVFS032841*
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The aggregate contractual or notional amount of derivative financial instruments and the total fair
values of derivative financial assets and liabilities (see Note 24) are set out below.

December 31, 2018


Notional Fair Values
Amount Assets Liabilities
Currency forwards
Bought P
=25,992,905 P
=15,132 P
=394,148
Sold 21,816,419 309,708 12,889
Warrants 4,732,200 49,688 –
₱52,541,524 ₱374,528 ₱407,037

December 31, 2017


Notional Fair Values
Amount Assets Liabilities
Currency forwards
Bought P5,197,401
= =1,796
P =23,577
P
Sold 16,681,238 316,970 107
Warrants 4,493,700 47,184 –
=26,372,339
P =365,950
P =23,684
P

12. Financial Assets At Amortized Cost

The Group’s and Parent Bank’s financial assets at amortized cost as of December 31, 2018 and 2017
consist of the following:

Group and Parent Bank


2018 2017
Government bonds and other debt securities P
=200,008,312 =163,654,915
P
Private bonds and commercial papers 182,556 2,816,744
200,190,868 166,471,659
Allowance for impairment (Note 20) (17,138) –
P
=200,173,730 =166,471,659
P

Investment securities of both the Group and the Parent Bank with an aggregate principal amount of
=55,510,901 as of December 31, 2018 and =
P P24,216,050 as of December 31, 2017 were pledged as
collaterals for bills payable under repurchase agreements.

The breakdown of this account as to currency as of December 31, 2018 and 2017 follows:

Group and Parent Bank


2018 2017
U.S. dollars P
=138,214,821 =106,618,631
P
Philippine pesos 60,085,640 59,431,845
Euros 1,873,269 421,183
P
=200,173,730 =166,471,659
P

Financial assets at amortized cost denominated in Philippine pesos have fixed interest rates ranging
from 3.375% to 18.250% per annum both in 2018 and 2017 and from 3.375% to 9.375% per annum
in 2016, while financial assets at amortized cost denominated in U.S. dollars and Euros have fixed
interest rates ranging from 2.250% to 9.50% per annum both in 2018 and 2017 and from 2.875% to
9.5% per annum in 2016. These bonds have maturities of 1 to 31 years.

*SGVFS032841*
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Interest income generated from these financial assets, including amortization of premium or discount,
amounted to =P7,539,909, = P6,658,201, and =
P4,719,560 in 2018, 2017 and 2016, respectively, and is
shown as part of Interest income on investment securities at amortized cost and FVOCI account in the
statements of income.

As discussed in Note 2, PFRS 9 introduced limited amendments to the classification and


measurement requirements for financial assets, introducing the FVOCI measurement for eligible debt
securities. As a result of this amendment to the standard, the Group adopted a business model where
its objective is both to collect contractual cash flow and selling financial assets (see Note 3). On
January 1, 2018, the Group reclassified securities under the HTC business model to FVOCI category
with a total fair value of =
P19.4 billion. The difference of the amortized cost balance and fair value of
the reclassified securities amounting to P=1.4 billion was taken to Net unrealized gains (losses) on
investment securities at FVOCI in 2018.

In January 2018, the Parent Bank participated in the Republic of the Philippines (ROP) US Dollar
bond exchange, as part of the national government’s liability management exercise, where it
redeemed several series of older debt in exchange for either (i) exchange of new securities or
(ii) tenders for cash. The Parent Bank received $87.00 million (P =4.5 billion) cash in exchange for the
outstanding securities under the HTC business model tendered with face amount of $66.40 million
(P
=3.4 billion). Also, in February 2018, the Parent Bank participated in the bond exchange offering of
a foreign issuer where the Parent Bank exchanged its outstanding securities amounting to
$40.00 million (P =2.1 billion) in face amount for new 30-year securities with face amount of
$37.10 million (P =2.0 billion). Total gain as a result of these transactions amounting to $2.94 million
(P
=151.7 million) is included as part of Gains on sale of investment securities at amortized cost
(see Note 3).

Debt securities with face value of =


P7.5 billion, =
P6.9 billion and =
P34.0 billion were disposed in 2018,
2017 and 2016, respectively. These are considered infrequent in nature and not inconsistent with the
Group’s business model. The Group and Parent Bank recognized gains amounting to P =152,161,
=272,841, P
P =3,951,187 in 2018, 2017 and 2016, respectively, and is included as part of Gains on sale
of investment securities at amortized cost in the statements of income.

Government bonds with face value of = P550,000 and = P700,000 as of December 31, 2018, and 2017,
respectively, are deposited with BSP as security for the Bank’s faithful compliance with its fiduciary
obligations (see Note 30).

13. Financial Assets at Fair Value Through Other Comprehensive Income

The Group’s and Parent Bank’s financial assets at FVOCI as of December 31, 2018 and 2017 consist
of the following:

Group Parent Bank


2018 2017 2018 2017
Debt securities:
Government bonds P
=7,243,985 P–
= P
=7,243,985 P–
=
Private bonds and commercial papers 2,518,418 – 2,518,418 –
Equity securities 52,637 43,783 43,823 43,783
P
=9,815,040 =43,783
P P
=9,806,226 =43,783
P

*SGVFS032841*
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The breakdown of this account as to currency as of December 31, 2018 and 2017 follows:

Group Parent Bank


2018 2017 2018 2017
U.S. dollars P
=5,123,978 =–
P P
=5,123,978 =–
P
Philippine pesos 4,691,062 43,783 4,682,248 43,783
P
=9,815,040 =43,783
P P
=9,806,226 P43,783
=

The Group has designated the above local equity securities as at FVOCI because they are held for
long-term investments and are neither held-for-trading nor designated as at FVTPL. Unquoted equity
securities pertain to golf club shares and investments in non-marketable equity securities.

In 2018, annual interest rates on debt securities range from 6.0% to 8.1% and from 2.9% to 7.5% for
securities denominated in Philippine peso and U.S. dollars, respectively. Interest income, including
amortization of premium or discount, amounted to P =296,250 in 2018 and is shown as part of Interest
income on investment securities at amortized cost and FVOCI account in the statements of income.

In 2018, the Group and the Parent Bank recognized gains from the sale of investments securities at
FVOCI amounting to P =1.5 billion. The amount is included under Gains (losses) on trading and
investments securities at FVTPL and FVOCI in the statements of income.

14. Loans and Other Receivables

The Group’s and Parent Bank’s loans and other receivables as of December 31, 2018 and 2017
consist of the following:

Group Parent Bank


December 31 January 1 December 31
2017 2017
(As restated - As restated -
2018 Note 2) Note 2) 2018 2017
Receivables from customers:
Loans and discounts P
=298,082,575 =261,785,276
P =226,261,989
P P
=240,928,253 =203,311,422
P
Customers’ liabilities under
acceptances and trust
receipts 4,371,148 4,633,892 3,789,963 4,371,149 4,633,892
Bills purchased 2,767,821 3,497,698 4,507,453 2,767,821 3,497,698
Accrued interest receivable 2,377,301 1,888,104 1,327,085 1,755,552 1,371,443
307,598,845 271,804,970 235,886,490 249,822,775 212,814,455
Unearned discounts (1,501,009) (1,786,110) (1,805,764) (118,142) (144,208)
Allowance for impairment (7,434,714) (10,165,105) (10,187,637) (6,548,520) (9,000,632)
298,663,122 259,853,755 223,893,089 243,156,113 203,669,615
Other receivables:
SPURRA 18,882,000 13,572,371 4,240,467 10,000,000 4,130,362
Accounts receivable 4,710,897 3,668,341 3,792,015 1,760,976 1,497,724
Accrued interest receivable 2,703,873 2,136,868 1,482,707 2,703,873 2,133,724
Sales contracts receivable 1,522,261 1,189,315 1,374,648 1,444,660 1,189,315
UDSCL 377,623 404,698 459,422 – –
Installment contracts
receivable 6,802 11,404 13,806 – –
28,203,456 20,982,997 11,363,065 15,909,509 8,951,125
Allowance for impairment (667,112) (657,877) (725,972) (654,546) (644,708)
27,536,344 20,325,120 10,637,093 15,254,963 8,306,417
P
=326,199,466 =280,178,875
P =234,530,182
P P
=258,411,076 =211,976,032
P

*SGVFS032841*
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Non-performing loans (NPLs) of the Bank as of December 31, 2018 and 2017 as reported to the BSP
are presented below, net of specific allowance for impairment in compliance with BSP Circular 855,
respectively.

Group Parent Bank


2018 2017 2018 2017
Gross NPLs P
=12,403,326 P10,504,321
= P
=8,681,263 =7,919,234
P
Specific allowance for credit losses on NPLs (5,329,156) (6,294,569) (3,045,136) (5,654,698)
P7,074,170 =4,209,752
P P5,636,127 =2,264,536
P

Under BSP Circular 941, an account or exposure is considered non-performing, even without any
missed contractual payments, when it is deemed impaired under existing applicable accounting
standards, classified as doubtful or loss, in litigation, and/or there is evidence that full repayment of
principal and intrest is unlikely without foreclosure of collateral, in the case of secured accounts. All
other accounts, even if not considered impaired, shall be considered non-performing if any
contractual principal and/or interest are past due for more than ninety (90) days, or accrued interests
for more than 90 days have been capitalized, refinanced, or delayed by agreement.

Microfinance and other small loans with similar credit characteristics shall be considered non-
performing after contractual due date or after it has become past due. Restructured loans shall be
considered non-performing. However, if prior to restructuring, the loans were categorized as
performing, such classification shall be retained.

Non-performing loans, investment, receivables, or any financial asset (and/or any replacement loan)
shall remain classified as such until (a) there is a sufficient evidence to support that full collection of
principal and interests is probable and payments of interest and/or principal are received for at least
six (6) months; or (b) written-off.

Restructured loans of the Group amounted to P=1,745,092 and = P1,596,891 as of December 31, 2018,
and 2017, respectively. Interest income on these restructured loans amounted to P
=14,491, P
=15,586,
and =
P15,786 in 2018, 2017 and 2016, respectively.

As of December 31, 2018 and 2017, total loan loss reserves of the Group amounted to
=7,294,507 and =
P P10,073,718, respectively. These represent the balance of the allowance for
impairment on receivables from customers as of December 31, 2018 and 2017 less the allowance for
impairment on accrued interest receivable of P
=140,207 and P
=91,387, respectively.

The breakdown of total loans and other receivables (net of unearned discounts) as to secured, with
corresponding collateral types, and unsecured loans follows:

Group Parent Bank


December 31 January 1 December 31
2017 2017
(As restated - (As restated -
2018 Note 2) Note 2) 2018 2017
Secured:
Government securities P2,158,268 P1,806,818
= P1,256,691
= P2,158,268 P1,806,818
=
Real estate 11,056,039 10,656,277 10,755,668 10,354,217 10,594,916
Chattel mortgage 2,152,924 3,024,432 3,568,714 2,152,924 3,024,432
Deposit hold-out 850,190 753,612 978,478 795,291 753,518
Others 4,637,030 1,972,158 2,694,157 4,631,885 1,972,158
20,854,451 18,213,297 19,253,708 20,092,585 18,151,842
Unsecured 313,446,841 272,788,560 226,190,083 245,521,557 203,469,530
P334,301,292 =291,001,857
P =245,443,791
P P265,614,142 =221,621,372
P

*SGVFS032841*
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The breakdown as to secured and unsecured of non-accruing loans of the Group, which the
Parent Bank reported to the BSP as of December 31, follows:

Group Parent Bank


2018 2017 2018 2017
Secured =2,102,549
P =1,549,145
P =1,956,567
P =1,530,260
P
Unsecured 12,403,358 9,493,714 8,823,908 6,916,550
=14,505,907
P =11,042,859
P =10,780,475
P =8,446,810
P

The maturity profile of loans and other receivables (net of unearned discounts) follows:

Group Parent Bank


2018 2017 2018 2017
Less than one year =119,014,263
P =95,390,064
P =102,435,981
P =80,430,667
P
One year to less than five years 109,127,797 101,585,096 57,652,670 47,229,828
Beyond five years 106,159,232 94,026,697 105,525,491 93,960,877
=334,301,292
P =291,001,857
P =265,614,142
P =221,621,372
P

Loans and other receivables bear annual interest ranging from 4.00% to 17.94% in 2018, from 4.00%
to 21.00% in 2017, and from 0.95% to 17.94% in 2016.

The breakdown of loans (receivable from customers excluding accrued interest receivable) as to type
of interest rate follows:

Group Parent Bank


2018 2017 2018 2017
Variable interest rates =138,078,831
P =191,270,498
P =138,054,443
P =191,230,409
P
Fixed interest rates 167,142,713 78,646,368 110,012,780 20,212,603
=305,221,544
P =269,916,866
P =248,067,223
P =211,443,012
P

The amounts of interest income per type of loans and receivables for each reporting period are as
follows:

Group
2017 2016
(As restated - (As restated -
2018 Note 2) Note 2)
Receivables from customers P
=22,847,102 =20,256,962
P =17,951,046
P
Other receivables:
SPURRA 390,270 301,038 139,579
Sales contracts receivable 143,700 140,282 149,084
UDSCL 7,810 5,985 7,456
Installment contracts receivable 1,042 679 649
Others 51,786 76 120
P
=23,441,710 =20,705,022
P =18,247,934
P

*SGVFS032841*
- 100 -

Parent Bank
2018 2017 2016
Receivables from customers P
=14,774,556 =11,355,974
P =9,102,151
P
Other receivables:
SPURRA 126,947 155,847 101,175
Sales contracts receivable 137,003 140,282 149,084
P
=15,038,506 =11,652,103
P =9,352,410
P

Loans and discounts amounting to = P18,000,000 as of December 31, 2018 and =


P19,046 as of both
December 31, 2017 and 2016 have been assigned to BSP to secure the Bank’s borrowings under BSP
rediscounting privileges (see Note 22).

15. Investments in Subsidiaries and Associates

This account in the Parent Bank’s financial statements pertains to investments in the following
subsidiaries, which are accounted for using the equity method:

December 31
% Interest 2018 2017
Acquisition costs:
CSB 99.78% =6,746,861
P =6,745,114
P
UPI 100% 624,861 624,861
UBPSI 100% 5,000 5,000
UDC 100% 3,125 3,125
UBPIBI 100% 2,500 2,500
UCBC 100% 1,000 1,000
=7,383,347
P =7,381,600
P

The movement of investments in subsidiaries is shown below:

2018 2017 2016


Acquisition costs =7,383,347
P =7,381,600
P =7,379,755
P
Accumulated equity in total comprehensive income:
Beginning balance, as previously reported 10,729,519 7,314,838 5,385,091
Share in prior year period adjustments of
subsidiaries (Note 2) (640,589) (640,589) (640,589)
Share in impact of adoption of PFRS 9 of
subsidiaries (Note 2) (373,034) − −
Beginning balance, as restated 9,715,896 6,674,249 4,744,502
Share in net profit (Note 27) 1,775,210 3,429,942 3,474,490
Share in other comprehensive income (loss)
(Note 28) 26,171 (15,264) 21,126
Dividends − − (1,565,869)
11,517,277 10,088,927 6,674,249
Net investment in subsidiaries =18,900,624
P =17,470,527
P =14,054,004
P

The Parent Bank’s subsidiaries are all incorporated in the Philippines. The principal place of business
of these subsidiaries is in Metro Manila, Philippines except for CSB and FAIR Bank, which have
their principal place of operations in Cebu, Philippines.

*SGVFS032841*
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Acquisition of PR Savings Bank

In 2018, CSB acquired 100% ownership of PR Savings Bank with par value of P =10 per share or a
total par value of =
P1,277.23 million. The transaction is accounted for as a business combination.
The acquisition date, which is the final approval of the BSP, is on June 14, 2018. For convenience
purposes, CSB used June 30, 2018 as the date of the business combination (see Note 1).

The total consideration for the acquisition of PR Savings Bank amounted to P7.02 billion,
=
P300.00 million of which shall be released by CSB directly to a Joint Venture (JV) Company. As
part of the other undertakings relevant to the SPA, the sellers shall cause the relevant Ropali Group
entity to execute a joint venture agreement with CSB to form an incorporated JV Company within
one year from closing date or such longer period as the parties may agree upon in writing. The JV
Company shall engage in motorcycle dealership. The parties agree that the remaining balance of
P
=300.00 million shall be utilized exclusively to fund the capital subscription of the relevant Ropali
Group entity in the JV Company.

Other than Cash and other cash items, Due from BSP, and Due from other banks, the Group
determined the provisional fair values of identifiable assets and liabilities acquired, which shall be
adjusted once relevant information has been obtained, including the valuation of external appraisers.
The provisional fair values of the identifiable assets and liabilities acquired at the date of acquisition
are as follows (amounts in thousands):

Provisional
fair values
recognized on
acquisition date
Assets
Cash and other cash items P60,096
=
Due from Bangko Sentral ng Pilipinas 352,563
Due from other banks 518,126
Loans and receivables 8,699,868
Property and equipment 823,439
Investment properties 926,208
Deferred tax assets 100,703
Other resources 692,945
Total assets 12,173,948
Liabilities
Deposit liabilities 4,419,570
Bills payable 4,323,572
Other liabilities 196,603
Total liabilities 8,939,745
Net assets acquired =3,234,203
P

The acquisition resulted in provisional goodwill determined as follows:

Consideration for the common shares =6,127,727


P
Consideration for the preferred shares held by IFC 888,274
Purchase price 7,016,001
Fair value of net assets acquired 3,234,203
Goodwill P
=3,781,798

*SGVFS032841*
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The goodwill arising from the acquisition is attributed to expected synergies from combining
operations of the acquiree and the acquirer. None of the goodwill recognized is expected to be
deductible for income tax purposes.

The fair value of the loans and receivables acquired as part of the business combination amounted to
=
P8.7 billion, with gross contractual amount of =
P9.5 billion.

Net cash outflow related to the acquisition PR Savings Bank amounted to P=5.79 billion, net of cash
acquired and unpaid consideration amounting to P =300 million which shall be released by CSB
directly to the JV Company.

In 2018, PR Savings Bank reported a total operating income and net income of = P1.1 billion and
=22.6 million, respectively. Had the acquisition occurred at the beginning of 2018, the consolidated
P
net income would have decreased by = P24.2 million.

Acquisition of PETNET

In February 2018, CSB and UPI purchased of 2,461,338 common shares representing 51% ownership
of AEVI on PETNET. The transaction is accounted for as a business combination. The acquisition
date, which is the settlement of purchase price, is on December 17, 2018. For convenience purposes,
the Group used December 31, 2018 as the date of the business combination.

Other than Cash and other cash items, Due from other banks, Other resources, Notes and bonds
payable and Other liabilities, the Group determined the provisional fair values of identifiable assets
and liabilities acquired, which shall be adjusted once relevant information has been obtained,
including the valuation of external appraisers. The provisional fair values of the identifiable assets
and liabilities acquired at the date of acquisition are as follows (amounts in thousands):

Provisional fair
values
recognized on
acquisition date
Assets
Cash and other cash items =103,920
P
Due from other banks 516,883
Loans and receivables 459,982
Investment in an associate 27,098
Property and equipment 49,384
Other resources 154,393
Total assets =1,311,660
P
Liabilities
Notes and bonds payable 36,806
Other liabilities 267,436
Total liabilities 304,242
Net assets acquired =1,007,418
P

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The acquisition resulted in provisional goodwill determined as follows:

Purchase price =1,200,001


P
Share in fair value of net assets acquired:
Fair values of net assets acquired =1,007,418
P
Less: Proportionate share of non-controlling interest 493,635 513,783
Goodwill =686,218
P

Net cash outflow related to the acquisition PETNET amounted to P


=579.20 million, net of cash
acquired.

In 2018, PETNET reported a total operating income and net loss of = P282.3 million and
=32.6 million, respectively. Had the acquisition occurred at the beginning of 2018, the consolidated
P
net income would have decreased by = P16.7 million.

Acquisition of FAIR Bank

The Group, through CSB and UPI, obtained control of FAIR Bank on March 17, 2017 after acquiring
77.78% of the issued and outstanding capital stock of FAIR Bank. The purchase is aligned with the
Bank’s long-term strategy of building asset or business based on consumers.

The following table summarizes the consideration paid for the acquisition of FAIR Bank and the
recognized amounts of the identifiable assets acquired and liabilities assumed, as well as the fair
value at the acquisition date of the non-controlling interests in FAIR Bank. For purposes of
determining the gain from purchase, the Group determined the fair value of the identified net assets as
of March 17, 2017.

Total cash consideration =102,777


P
Recognized amounts of identifiable assets acquired and liabilities
assumed:
Investment properties 198,509
Loans and receivables 163,425
Cash and cash equivalents 45,607
Property, plant and equipment 26,101
Other resources 34,986
Deposit liabilities (242,181)
Other liabilities (27,181)
Total identifiable net assets 199,266
Non-controlling interests in FAIR Bank (26,569)
Total identifiable net assets acquired 172,697
Branch licenses granted by the BSP 60,000
232,697
Gain from purchase (see Note 27) =129,920
P

The gain from purchase was caused by the fair value adjustment of FAIR Bank’s investment
properties and the branch licenses granted by the BSP.

The fair value of the loans and receivables acquired as part of the business combination amounted to
=
P163,425, with a gross contractual amount of = P195,972.

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Summarized Financial Information

The following table presents the financial information for CSB, UPI, FUPI, FUDC, FUIFAI, FAIR
Bank, PR Savings Bank and PETNET as of and for the years ended December 31, 2018 and 2017:

Net Profit
Assets Liabilities Revenues (Loss)
2018
CSB P
=75,743,466 P
=60,744,307 P
=7,538,378 P
=1,787,580
FAIR Bank 477,862 314,607 114,858 (24,477)
PR Savings Bank 10,158,401 8,270,133 1,107,293 22,608
PETNET 1,311,660 304,242 282,275 (32,597)
UPI 972,814 174,830 85,282 (720)
FUPI 2,531,768 2,755,697 43,104 (125,142)
FUDC 48,383 17,017 79,943 23,510
FUIFAI 63,318 19,246 83,446 44,684

2017
CSB =76,943,488
P =63,733,321
P =8,931,671
P =3,340,769
P
FAIR Bank 473,218 311,722 255,916 86,228
UPI 778,577 32,074 33,936 (37,523)
FUPI 4,053,478 4,203,440 262,067 30,119
FUDC 13,635 7,303 25,766 (432)
FUIFAI 70,546 25,079 119,345 55,275

16. Bank Premises, Furniture, Fixtures and Equipment

The gross carrying amounts and accumulated depreciation and amortization of bank premises,
furniture, fixtures and equipment as of December 31, 2018 and 2017 are shown below.

Group
Furniture, Leasehold
Fixtures and Rights and
Land Buildings Equipment Improvements Total
December 31, 2018
Cost P
= 814,032 P
= 2,490,500 P
= 4,474,682 P
= 1,277,706 P
= 9,056,920
Accumulated depreciation and amortization − (570,302) (2,681,114) (696,661) (3,948,077)
Net carrying amount P
= 814,032 P
= 1,920,198 P
= 1,793,568 P
= 581,045 P
= 5,108,843
December 31, 2017
Cost =262,558
P =2,266,640
P P3,685,321
= P739,202
= P6,953,721
=
Accumulated depreciation and amortization – (513,804) (2,266,347) (407,774) (3,187,925)
Net carrying amount =262,558
P =1,752,836
P =1,418,974
P =331,428
P =3,765,796
P

Parent Bank
Furniture, Leasehold
Fixtures and Rights and
Land Buildings Equipment Improvements Total
December 31, 2018
Cost =289,619
P P
= 2,194,723 P
= 3,553,389 P521,294
= P
= 6,559,025
Accumulated depreciation and amortization – (477,062) (1,960,466) (164,482) (2,602,010)
Net carrying amount =289,619
P =1,717,661
P =1,592,923
P =356,812
P =3,957,015
P
December 31, 2017
Cost =250,171
P =2,107,391
P P3,060,417
= P309,005
= P5,726,984
=
Accumulated depreciation and amortization – (434,992) (1,728,743) (106,946) (2,270,681)
Net carrying amount =250,171
P =1,672,399
P =1,331,674
P =202,059
P =3,456,303
P

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A reconciliation of the carrying amounts at the beginning and end of 2018 and 2017 of bank
premises, furniture, fixtures and equipment is shown below:

Group
Furniture, Leasehold
Fixtures and Rights and
Land Buildings Equipment Improvements Total
Balance at January 1, 2018, net of accumulated
depreciation and amortization P
= 262,558 P
= 1,752,836 P
= 1,418,974 P
= 331,428 P
= 3,765,796
Additions 39,448 93,268 652,215 257,970 1,042,901
Disposals – – (26,624) – (26,624)
Reclassifications/ adjustments – (4,681) 1,055 (2,512) (6,138)
Depreciation and amortization charges
for the year – (56,529) (355,109) (128,277) (539,915)
Effect of business combinations (Note 15) 512,026 135,304 103,057 122,436 872,823
Balance at December 31, 2018, net of
accumulated depreciation and amortization P
= 814,032 P
= 1,920,198 P
= 1,793,568 P
= 581,045 P
= 5,108,843
Balance at January 1, 2017, net of accumulated
depreciation and amortization =255,614
P =1,768,982
P =1,173,448
P =325,229
P =3,523,273
P
Additions 6,944 36,359 587,114 105,116 735,533
Disposals – – (18,655) – (18,655)
Reclassifications/ adjustments – 797 (1,428) (1,060) (1,691)
Depreciation and amortization charges for the
year – (53,302) (321,505) (97,857) (472,664)
Balance at December 31, 2017, net of
accumulated depreciation and amortization P
=262,558 P
=1,752,836 P
=1,418,974 P
=331,428 P
=3,765,796

Parent Bank
Furniture, Leasehold
Fixtures and Rights and
Land Buildings Equipment Improvements Total
Balance at January 1, 2018, net of accumulated
depreciation and amortization =250,171
P =1,672,399
P =1,331,674
P =202,059
P =3,456,303
P
Additions 39,448 92,044 560,210 214,650 906,352
Disposals – – (20,556) – (20,556)
Reclassifications/adjustments – (4,694) 6,029 (2,361) (1,026)
Depreciation and amortization charges
for the year – (42,088) (284,434) (57,536) (384,058)
Balance at December 31, 2018 net of
accumulated depreciation and amortization P
= 289,619 P
= 1,717,661 =
P1,592,923 =
P356,812 =
P3,957,015
Balance at January 1, 2017, net of accumulated
depreciation and amortization P
=250,171 P
=1,688,319 P
=1,047,077 P
=133,584 P
=3,119,151
Additions – 26,261 540,066 91,297 657,624
Disposals – – (13,285) – (13,285)
Reclassifications/ adjustments – (545) (2,856) (932) (4,333)
Depreciation and amortization charges
for the year – (41,636) (239,328) (21,890) (302,854)
Balance at December 31, 2017, net of
accumulated depreciation and amortization =250,171
P =1,672,399
P =1,331,674
P =202,059
P =3,456,303
P

Under BSP rules, investments in bank premises, furniture, fixtures and equipment should not exceed
50% of the Parent Bank’s unimpaired capital. As of December 31, 2018 and 2017, the Parent Bank
has satisfactorily complied with this requirement.

As of December 31, 2018 and 2017, the acquisition cost of the Group’s fully-depreciated bank
premises, furniture, fixtures and equipment that are still in use is P
=1,861,570 and =
P1,584,258,
respectively, while the acquisition cost of the Parent Bank’s fully-depreciated bank premises,
furniture, fixtures and equipment that are still in use is P
=1,270,337 and =
P1,156,697, respectively.

*SGVFS032841*
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17. Investment Properties

The Group’s and Parent Bank’s investment properties include several parcels of land and buildings
held for capital appreciation and are stated at fair value. The breakdown of this account as to type is
shown below.

Group Parent Bank


2018 2017 2018 2017
Land =8,738,348
P =7,988,116
P =7,676,413
P =7,832,606
P
Building 2,982,273 2,914,397 2,506,007 2,439,371
Land improvements 3,532,830 3,251,033 3,532,830 3,251,033
=15,253,451
P =14,153,546
P =13,715,250
P =13,523,010
P

The net fair value gains and losses from investment properties account is presented under
Miscellaneous income account in the statements of income (see Note 27). Real property taxes related
to these investment properties paid by the Group and recognized as expense for the years ended
December 31, 2018, 2017 and 2016 totaled = P23,578, =
P36,344, and =P26,561, respectively, and are
presented as part of Taxes and licenses account under Other expenses in the statements of income.

The changes in this account can be summarized as follows:

Group Parent Bank


2018 2017 2018 2017
Balance at beginning of year P
=14,153,546 P13,524,963
= P
=13,523,010 =13,101,547
P
Effect of business combinations (Note 15) 926,208 − − −
Disposals (876,174) (536,318) (865,386) (531,486)
Fair value gains (Note 27) 632,923 528,072 632,923 518,386
Additions 379,083 641,440 430,471 432,240
Adjustments 40,425 (4,611) (3,208) 2,323
Net reclassification to bank premises,
furniture, fixtures and equipment
(Note 16) (2,560) – (2,560) –
Balance at end of year P
=15,253,451 =14,153,546
P P
=13,715,250 =13,523,010
P

Rent income earned by the Group on its investment properties under operating leases amounted to
=154,899, =
P P184,375, and =
P181,028 in 2018, 2017 and 2016, respectively, while rent income earned
by the Parent Bank on these investment properties amounted to = P150,462, =
P180,708, and =
P166,891 in
2018, 2017 and 2016, respectively, and is included as part of Rental account under Miscellaneous
income in the statements of income (see Note 27).

Other information about the fair value measurement and disclosures related to the investment
properties are presented in Note 7.

18. Goodwill

Goodwill represents the excess of the acquisition cost over the fair value of (a) former iBank’s
identifiable net assets on its merger with the Bank in April 2006; (b) the identifiable net assets of CSB
at the date the Bank acquired ownership interest in January 2013, (c) PR Savings Bank upon
acquisition by CSB in June 2018 and (d) of PETNET upon acquisition by the Group in
December 2018 (see Note 1).

*SGVFS032841*
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The goodwill of the Group is allocated to the following CGUs:

Group Parent Bank


2018 2017 2018 2017
iBank P
=7,886,898 =7,886,898
P P
=7,886,898 =7,886,898
P
City Savings Bank 3,371,353 3,371,353 − −
PR Savings Bank 3,781,798 − − −
PETNET 686,218 − − −
P
=15,726,267 P=11,258,251 P
=7,886,898 =7,886,898
P

19. Other Resources

The composition of Other resources account as of December 31 follows:

Group Parent Bank


2017 2016
(As restated - (As restated -
2018 Note 2) Note 2) 2018 2017
Deferred tax assets (Note 29) P
=3,024,627 =3,461,095
P =3,517,894
P P
=2,198,055 =2,588,622
P
Trust fund assets 2,436,441 3,768,669 4,882,444 – –
Computer software - net 1,138,503 674,497 573,115 942,484 640,123
Software under development 759,169 239,743 59,718 759,169 239,743
Prepaid expenses 570,259 244,930 193,009 450,085 215,730
Returned checks and other cash items 508,709 260,780 101,939 508,709 260,780
Documentary stamps 387,470 267,519 164,630 230,690 164,874
Sundry debits 145,438 160,650 186,808 145,438 160,667
Net retirement asset (Note 28) 135,093 − − 17,496 ‒
Miscellaneous - net 1,905,496 1,235,897 860,259 1,212,187 1,162,588
11,021,721 10,313,780 10,539,816 6,464,313 5,433,127
Allowance for impairment
(Note 20) (198,533) (161,715) (161,715) (150,622) (143,805)
P
=10,823,188 =10,152,065
P =10,378,101
P P
=6,313,691 =5,289,322
P

Trust fund assets are maintained to cover pre-need liabilities of FUPI for pre-need plans computed
based on the provisions of PAS 37 as required by the IC and validated by a qualified actuary in
compliance with the rules and regulations of the IC based on the amended PNUCA. The trust fund
assets are managed by the Parent Bank’s Trust and Investments Services Group (TISG). The details
of FUPI’s trust fund assets as of December 31 follow:

2018 2017
Due from BSP and other banks P
=95,768 P346,977
=
Financial assets at FVTPL 1,365,738 1,886,861
Financial assets at amortized cost 988,847 1,517,322
Miscellaneous - net (13,912) 17,509
P
=2,436,441 =3,768,669
P

Financial assets at FVTPL comprise of investments in shares of listed companies, government


securities, other corporate debt instruments and investments in certain unit investment trust funds
(UITF). Except for the Group’s investments in UITFs, the fair value of financial assets at FVTPL
have been determined directly by reference to quoted prices generated in active markets. On the other
hand, the fair value of investments in UITFs has been determined based on the closing market and
trade prices of the securities comprising the fund’s portfolio adjusted for the period end performance
of the funds including all trades made within the funds and the related income and expenses arising

*SGVFS032841*
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therefrom. Fair value is derived using the Net Asset Value per unit of the funds (computed by
dividing the net asset value of the fund by the number of outstanding units at the end of the reporting
period) published by the trustee banks and the Investment Company Association of the Philippines
(see Note 7).

The movements in the Computer software account follow:

Group Parent Bank


2018 2017 2018 2017
Balance at beginning of year =674,497
P =573,115
P =640,123
P =529,336
P
Additions 530,009 299,656 410,444 276,265
Amortization charges for the year (166,923) (120,957) (108,083) (87,940)
Effect of business combinations 100,920 − − −
Reclassifications − (77,317) − (77,538)
Balance at end of year =1,138,503
P =674,497
P =942,484
P =640,123
P

Miscellaneous includes foreclosed machineries and chattels with carrying amount of P=19,796 and
P45,849 as of December 31, 2018 and 2017, respectively. In 2018, the Group and the Parent Bank
=
recognized depreciation expense for these foreclosed machineries and chattel amounting to P=36,571
and =
P14,759, respectively, while in 2017 and 2016, both the Group and the Parent Bank recognized
depreciation expense amounting to = P41,281 and =
P80,679, respectively. This is included as part of
Depreciation and amortization account in the statements of income.

20. Allowance for Impairment

The breakdown of allowance for impairment is shown in the table below:

Group Parent Bank


2018 2017 2018 2017
Receivable from customers (Note 14) =7,434,714
P =10,165,105
P =6,548,520
P =9,000,632
P
Other receivables (Note 14) 667,112 657,877 654,546 644,708
Investments and placements 17,626 40 17,626 40
Others 198,533 161,715 150,622 143,805
=8,317,985
P =10,984,737
P =7,371,314
P =9,789,185
P

Investments and placements include the Parent Bank’s financial assets at amortized cost, debt
financial assets at FVOCI, and due from other banks. The ECL allowance for financial assets at
FVOCI as of December 31, 2018 amounted to = P0.49 million. Others refers to allowance for
impairment of foreclosed machineries and chattels and other resources.

With the foregoing level of allowance for impairment and credit losses, management believes that the
Group has sufficient allowance for any losses that the Group may incur from the non-collection or
nonrealization of its receivables and other risk assets.

*SGVFS032841*
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The reconciliation of allowance for the total receivables from customers follows. The balances at the
beginning of the year reflect the amounts after considering the effect of adoption of PFRS 9 on
receivables from customers (see note 2):

Total Receivables from Customers - Group


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =1,041,393
P =32,442
P =6,721,889
P =7,795,724
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 811,862 − − 811,862
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 20,405 247,922 268,327
Effect of collections and other
movements in receivable balance
(excluding write-offs) (494,156) (4,934) (224,690) (723,780)
Amounts written-off − − (1,210,893) (1,210,893)
Transfers to Stage 1 159,505 (19,597) (139,908) –
Transfers to Stage 2 (3,421) 4,136 (715) –
Transfers to Stage 3 (37,329) (5,817) 43,146 –
Impact on ECL of exposures transferred
between stages (115,485) 3,643 605,316 493,474
Balance at end of year =1,362,369
P =30,278
P =6,042,067
P =7,434,714
P

Reconciliation of the allowance for impairment by class follows:

Corporate Loans - Group and Parent Bank


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =190,504
P =−
P P87,445
= =277,949
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 343,305 − − 343,305
Effect of collections and other
movements in receivable balance
(excluding write-offs) (97,565) − (6,500) (104,065)
Balance at end of year =436,244
P =−
P =80,945
P P517,189
=

In 2018, there were no transfers between stages and write-offs for corporate loans.

Commercial Loans - Group and Parent Bank


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =203,331
P =1,353
P =1,351,598
P =1,556,282
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 264,613 − − 264,613
Newly originated assets that moved to
Stage 2 and Stage 3 as at December
31, 2018 − 99 173,008 173,107
Effect of collections and other
movements in receivable balance
(excluding write-offs) (183,220) (1,296) (5,147) (189,663)
Transfers to Stage 1 27,042 − (27,042) −
Transfers to Stage 3 (759) (52) 811 −
Impact on ECL of exposures transferred
between stages (27,037) − 55,488 28,451
Balance at end of year =283,970
P =104
P =1,548,716
P =1,832,790
P

*SGVFS032841*
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In 2018, there were no transfers to stage 2 and write-offs for commercial loans.

Home Loans - Group and Parent Bank


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =17,310
P =22,199
P =104,265
P =143,774
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 3,633 − − 3,633
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 16,027 5,445 21,472
Effect of collections and other
movements in receivable balance
(excluding write-offs) (13,487) (772) (5,835) (20,094)
Transfers to Stage 1 22,939 (15,961) (6,978) −
Transfers to Stage 2 (32) 165 (133) −
Transfers to Stage 3 (2,035) (4,136) 6,171 −
Impact on ECL of exposures transferred
between stages (22,872) 6,202 27,077 10,407
Balance at end of year =5,456
P =23,724
P =130,012
P =159,192
P

In 2018, there were no write-offs for home loans.

Other Retail Products - Group and Parent Bank


Other Retail Products include auto loans, business line, and credit cards.

2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =140,619
P =1,430
P =1,410,608
P =1,552,657
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 27,508 − − 27,508
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 2,037 30,233 32,270
Effect of collections and other
movements in receivable balance
(excluding write-offs) (12,842) (382) (39,316) (52,540)
Amounts written-off − − (276,693) (276,693)
Transfers to Stage 1 14,620 (763) (13,857) −
Transfers to Stage 2 (45) 52 (7) −
Transfers to Stage 3 (6,167) (243) 6,410 −
Impact on ECL of exposures transferred
between stages (14,322) 265 290,938 276,881
Balance at end of year =149,371
P =2,396
P =1,408,316
P =1,560,083
P

Salary Loans - Group


2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =135,705
P =1,338
P =1,001,866
P =1,138,909
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 35,018 − − 35,018
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 18 614 632
(Forward)

*SGVFS032841*
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2018
Stage 1 Stage 2 Stage 3 Total
Effect of collections and other
movements in receivable balance
(excluding write-offs) (P
=52,355) (P
=997) (P
=40,818) (P
=94,170)
Amounts written-off − − (849,447) (849,447)
Transfers to Stage 1 12,877 (133) (12,744) −
Transfers to Stage 2 (1,801) 2,075 (274) −
Transfers to Stage 3 (10,373) (2) 10,375 −
Impact on ECL of exposures transferred
between stages (11,128) (2,182) 95,237 81,927
Balance at end of year =107,943
P =117
P =204,809
P =312,869
P

Other Receivables from Customers

Group
2018
Stage 1 Stage 2 Stage 3* Total
Balance at beginning of year =353,924
P =6,122
P =2,766,107
P =3,126,153
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 137,785 − − 137,785
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 2,224 38,622 40,846
Effect of collections and other
movements in receivable balance
(excluding write-offs) (134,687) (1,487) (127,074) (263,248)
Amounts written-off − − (84,753) (84,753)
Transfers to Stage 1 82,027 (2,740) (79,287) –
Transfers to Stage 2 (1,543) 1,844 (301) –
Transfers to Stage 3 (17,995) (1,384) 19,379 −
Impact on ECL of exposures transferred
between stages (40,126) (642) 136,576 95,808
Balance at end of year =379,385
P =3,937
P =2,669,269
P =3,052,591
P
*Includes long outstanding receivables from customers that are fully provided for allowance amounting to P
=2.18 billion and P
=2.26 billion as
of December 31, 2018 and January 1, 2018, respectively.

Parent Bank
2018
Stage 1 Stage 2 Stage 3* Total
Balance at beginning of year =64,797
P =755
P =2,500,902
P =2,566,454
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 38,769 − − 38,769
Newly originated assets that moved to
Stage 2 and Stage 3 as at
December 31, 2018 − 1,409 34,670 36,079
Effect of collections and other
movements in receivable balance
(excluding write-offs) (51,504) (168) (81,373) (133,045)
Amounts written-off − − (37,082) (37,082)
Transfers to Stage 1 629 (142) (487) –
Transfers to Stage 2 (297) 576 (279) –
Transfers to Stage 3 (1,794) (429) 2,223 −
Impact on ECL of exposures transferred
between stages (597) (313) 9,001 8,091
Balance at end of year =50,003
P =1,688
P =2,427,575
P =2,479,266
P
*Includes long outstanding receivables from customers that are fully provided for allowance amounting to P
=2.18 billion and P
=2.26 billion as
of December 31, 2018 and January 1, 2018, respectively.

*SGVFS032841*
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Investments and Placements – Group and Parent Bank

2018
Stage 1 Stage 2 Stage 3 Total
Balance at beginning of year =26,201
P =−
P =−
P =26,201
P
Newly originated assets that remained in
Stage 1 as at December 31, 2018 13,045 − − 13,045
Effect of collections and other
movements in receivable balance
(excluding write-offs) (34,173) − − (34,173)
Transfers to Stage 2 (92) 92 − −
Impact on ECL of exposures transferred
between stages − 12,553 − 12,553
Balance at end of year =4,981
P P12,645
= =−
P P17,626
=

In 2018, there were no transfers to Stage 1 and Stage 3. The were also no write-offs for investments
and placements during the year.

*SGVFS032841*
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Group

For 2017, reconciliation of the allowance for impairment by class follows:

2017
Loans and Receivables
Sales and Assets Held
Accrued Installment Financial for Sale and
Accounts Interest Contract Other Loan Assets at Other
Corporate * Commercial Consumer Receivable Receivable Receivable Accounts Total FVOCI Resources Total
Balance at beginning of year P
=4,300,912 P
=1,009,327 P
=4,659,950 P
=722,122 P
=69,091 P
=3,850 P
=148,357 P
=10,913,609 =
P40 P
=161,715 P
=11,075,364
Provision during the year 243,026 189,290 421,036 3,501 25,269 (7,038) 503 875,587 – – 875,587
Other adjustments (81,225) 78,360 (964,547) (71,596) (2,973) 7,038 68,729 (966,214) – – (966,214)
Balance at end of year P
=4,462,713 P
=1,276,977 P
=4,116,439 P
=654,027 P
=91,387 P
=3,850 P
=217,589 P
=10,822,982 =
P40 P
=161,715 P
=10,984,737
*Corporate includes accounts under Asset Recovery Group. Other loan accounts include Bills Purchase, Branch Loans, HR Loans and Salary Loans

Impairment at end of year broken down as to individual and collective assessment:

2017
Loans and Receivables
Sales and
Accrued Installment Financial
Accounts Interest Contract Other Loan Assets at Other
Corporate * Commercial Consumer Receivable Receivable Receivable Accounts Total FVOCI Resources Total
Individual impairment =4,317,365
P =1,181,255
P =6,072
P =645,611
P =91,387
P =3,850
P =20,605
P =6,266,145
P =40
P =161,715
P =6,427,900
P
Collective impairment 145,348 95,722 4,110,367 8,416 – – 196,984 4,556,837 – – 4,556,837
=4,462,713
P =1,276,977
P =4,116,439
P =654,027
P =91,387
P =3,850
P =217,589
P =10,822,982
P =40
P =161,715
P =10,984,737
P

Parent Bank

2017
Loans and Receivables
Sales and
Accrued Installment Financial
Accounts Interest Contract Other Loan Assets at Other
Corporate * Commercial Consumer Receivable Receivable Receivable Accounts Total FVOCI Resources Total
Balance at beginning of year =4,300,912
P =1,009,183
P =3,318,722
P =707,509
P =69,091
P =2,639
P =148,357
P =9,556,413
P =40
P =143,805
P =9,700,258
P
Provision during the year 243,026 189,098 422,157 2,194 25,269 – – 881,744 – – 881,744
Other adjustments (81,225) 73,902 (763,514) (67,634) (2,973) – 48,627 (792,817) – – (792,817)
Balance at end of year =4,462,713
P =1,272,183
P =2,977,365
P =642,069
P =91,387
P =2,639
P =196,984
P =9,645,340
P =40
P =143,805
P =9,789,185
P
*Corporate includes accounts under Asset Recovery Group. Other loan accounts include Bills Purchase, Branch Loans, HR Loans and Salary Loans.

*SGVFS032841*
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Impairment at end of year broken down as to individual and collective assessment:

2017
Loans and Receivables
Sales and
Accrued Installment Financial
Accounts Interest Contract Other Loan Assets at Other
Corporate * Commercial Consumer Receivable Receivable Receivable Accounts Total FVOCI Resources Total
Individual impairment =4,317,365
P =1,176,606
P =–
P =642,069
P =91,387
P =2,639
P =–
P =6,230,066
P =40
P =143,805
P =6,373,911
P
Collective impairment 145,348 95,577 2,977,365 – – – 196,984 3,415,274 – – 3,415,274
=4,462,713
P =1,272,183
P =2,977,365
P =642,069
P =91,387
P =2,639
P =196,984
P =9,645,340
P =40
P =143,805
P =9,789,185
P

*SGVFS032841*
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21. Deposit Liabilities

The breakdown of deposit liabilities account follows:

Group Parent Bank


2018 2017 2018 2017
Due to banks:
Demand P
=688,657 P382,180
= P
=687,587 P840,085
=
Savings 222,880 263,076 149,471 218,659
Time 936,143 5,538,572 752,523 5,535,435
Long-term certificate of deposits − 1,500 − 1,500
1,847,680 6,185,328 1,589,581 6,595,679
Due to customers:
Demand 118,565,078 127,042,169 119,159,584 127,208,680
Savings 67,125,265 57,481,782 63,930,464 55,519,258
Time 227,164,510 253,908,434 190,030,734 207,652,083
Long-term certificate of deposits 6,000,000 2,998,500 6,000,000 2,998,500
418,854,853 441,430,885 379,120,782 393,378,521
P
=420,702,533 =447,616,213
P P
=380,710,363 =399,974,200
P

The breakdown of deposit liabilities account as to currency follows:

Group Parent Bank


2018 2017 2018 2017
Philippine pesos P
=318,221,477 =339,163,562
P P
=278,229,306 =291,521,549
P
Foreign currencies 102,481,056 108,452,651 102,481,057 108,452,651
P
=420,702,533 =447,616,213
P P
=380,710,363 =399,974,200
P

The maturity profile of this account is presented below:

Group Parent Bank


2018 2017 2018 2017
Less than one year P
=389,613,988 P431,693,529
= P
=359,660,844 =389,316,706
P
One to five years 10,197,224 6,415,111 190,094 1,166,880
Beyond five years 20,891,321 9,507,573 20,859,425 9,490,614
P
=420,702,533 =447,616,213
P P
=380,710,363 =399,974,200
P

Deposit liabilities bear annual interest at rates ranging from 0.0% to 9.0% in 2018, 2017 and 2016 in
the Group’s financial statements and from 0.0% to 7.9% in 2018, 2017 and 2016 in the Parent Bank’s
financial statements. Demand and savings deposits usually have either fixed or variable interest rates
while time deposits have fixed interest rates.

On December 12, 2017, the MB of the BSP approved the Parent Bank’s issuance of up to
=20,000,000 of Long-term Negotiable Certificate of Deposits (LTNCD). Out of the approved
P
amount, =
P3,000,000 were issued on February 21, 2018 at a coupon rate of 4.375% per annum,
payable quarterly and will mature on August 21, 2023. The net proceeds were utilized to further
improve the Parent Bank’s maturity profile and support business expansion plans.

On August 8, 2013, the MB of the BSP approved the Parent Bank’s issuance of up to =
P5,000,000 of
LTNCD. Out of the approved amount, = P3,000,000 were issued on October 18, 2013 at a coupon rate
of 3.50% per annum, payable quarterly and will mature on April 17, 2019.

*SGVFS032841*
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Interest expense on the deposit liabilities amounted to P


=8,841,473, P
=5,949,301 and =
P4,294,180 in
2018, 2017 and 2016, respectively, in the Group's statements of income, and P=7,045,224, P=4,529,154
and =P3,041,798 in 2018, 2017 and 2016, respectively, in the Parent Bank's statements of income.

Under existing BSP regulations, non-FCDU deposit liabilities of the Bank are subject to unified
reserve requirement equivalent to 20.0% from May 30, 2014 to March 1, 2018 (under BSP Circular
832), 19.0% from March 2, 2018 to May 31, 2018 (under BSP Circular 997), and 18.0% from
June 1, 2018 and thereafter (under BSP Circular 1004).

LTNCDs are subject to required reserves of 4.0% if issued under BSP Circular 304, and 7% if issued
under BSP Circular 842. As of December 31, 2018 and 2017, the Group is in compliance with such
regulations.

Regular reserves as of December 31, 2018 and 2017 amounted to = P54,503,045 and =P63,279,707 of
the Group, respectively, while that of the Parent Bank’s amounted to P
=51,133,191 and P
=59,375,188,
respectively.

22. Bills Payable

Bills payable consist of borrowings from:

Group Parent Bank


2018 2017 2018 2017
Banks, other financial institutions and
individuals =63,709,472
P =42,797,416
P =46,604,139
P =28,810,109
P
BSP 18,000,000 19,046 18,000,000 19,046
Others 9,255,001 254,363 119,492 180,564
=90,964,473
P =43,070,825
P =64,723,631
P =29,009,719
P

Bills payable to banks and other financial institutions consist mainly of amortized cost balance of
short-term borrowings. Certain bills payable to banks and other financial institutions are
collateralized by investment securities (see Note 12).

Bills payable to BSP mainly represent short-term borrowings availed of under the rediscounting
facility of the BSP. These are collateralized by eligible loans (see Note 14).

Other bills payable of the Group mainly pertain to availments of short-term loan lines from certain
related parties (see Note 31).

The breakdown of bills payable as to currency follows:

Group Parent Bank


2018 2017 2018 2017
Foreign currencies =46,700,303
P =28,960,411
P =46,700,303
P =28,960,411
P
Philippine pesos 44,264,170 14,110,414 18,023,328 49,308
=90,964,473
P =43,070,825
P =64,723,631
P =29,009,719
P

*SGVFS032841*
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The breakdown of interest expense on bills payable, which is presented as part of Interest expense on
bills payable and other liabilities account in the statements of income, follows:

Group Parent Bank


2018 2017 2016 2018 2017 2016
Banks, other financial
institutions and individuals P
= 1,177,258 P
=381,244 P
=358,913 P
= 567,059 P
=141,812 P
=114,425
BSP 39,435 – – 39,435 – –
Others 190,158 82,485 185,379 69 2,941 4,217
P
= 1,406,851 P
=463,729 P
=544,292 P
= 606,563 P
=144,753 P
=118,642

The range of interest rates of bills payable per currency follows:

Group and Parent Bank


2018 2017 2016
Philippine pesos 2.80% to 6.75% 2.59% to 12.0% 2.6% to 12.0%
Foreign currencies 1.40% to 3.56% 0.20% to 2.50% 0.0% to 2.05%

23. Notes and Bonds Payable

The Group’s and the Parent Bank’s notes and bonds payable as of December 31, 2018 and 2017
consist of the following:
Coupon Principal Outstanding Balance
Interest Amount 2018 2017 Issue Date Maturity Date Redemption Date
Senior debt 3.369% =24,965,000
P P
= 26,233,746 =24,928,177 November 29, 2017 November 29, 2022 November 29, 2022
P
Senior fixed rate
bonds 7.061% 11,000,000 10,901,514 – December 7, 2018 December 7, 2020 December 7, 2020
Unsecured
subordinated notes 5.375% 7,200,000 7,200,000 7,200,000 November 20, 2014 February 20, 2025 February 20, 2020
Total for Parent Bank 43,165,000 44,335,260 32,128,177
Loans payable 5.750% 150,000 150,000 – May 31, 2018 May 31, 2023 May 31, 2023
Others 2.900% 36,806 36,806 − December 28, 2018 January 28, 2019 January 28, 2019
Total for Group =43,351,806
P P
= 44,522,066 =32,128,177
P

Senior Debt
(a) The 2017 Notes were issued on the initial issue date at 100% with face value of USD500 million;

(b) The 2017 Notes cannot be redeemed prior to their stated maturity [(other than (i) in specified
instalments, if applicable; (ii) for taxation reasons; or (iii) following an Event of Default)] or that
such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving
notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to
such stated maturity and at a price or prices and on such other terms as may be agreed between
the Issuer and the relevant Dealer.

(c) The 2017 Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the
Parent Bank and will rank pari passu among themselves and equally with all other unsecured
obligations of the Parent Bank from time to time outstanding; and,

(d) There are restrictions on the offer, sale and transfer of the Notes in the United States, the
European Economic Area (including the United Kingdom), the Netherlands, Japan, Hong Kong,
Singapore, the Philippines and the People’s Republic of China and such restrictions as may be
required in connection with the offering and sale of a particular Tranche of Notes.

*SGVFS032841*
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Senior Fixed Rate Bonds


(a) The Bonds were issued on December 7, 2018 in scripless form in denominations of P =100 as a
minimum and increments of P50 thereafter, and were registered and represented by a Master
Certificate of Indebtedness. Pursuant to the BSP Circular No. 1010, the Bonds were listed in the
PDEx.

(b) The Bonds will be redeemed at their principal amount on maturity date which is on
December 7, 2020. The Bank may redeem the Bonds in whole and not only in part on the Early
Redemption Date at the face value of the Bonds, plus accrued and unpaid interest as of but
excluding the Early Redemption Date.

(c) The Bonds constitute direct, unconditional, unsecured, and unsubordinated peso-denominated
obligations of the Bank, and shall at all times rank pari passu and ratably without any preference
or priority amongst themselves, and at least pari passu with all other present and future direct,
unconditional, unsecured, and unsubordinated peso-denominated obligations of the Bank, except
for any obligation enjoying a statutory preference or priority established under Philippine laws.

Unsecured Subordinated Notes


(a) The 2014 Notes have a loss absorption feature which means the 2014 Notes are subject to a non-
viability write-down in case of a non-viability trigger event. A non-viability trigger event is
deemed to have occurred when the Parent Bank is considered non-viable as determined by the
BSP. Upon the occurrence of a non-viability trigger event, the full principal amount of the 2014
Notes may be permanently written down to the extent required by the BSP, which could go to as
low as zero, and the 2014 Notes may be cancelled;

(b) The 2014 Notes shall not be used as collateral for any loan made by the Parent Bank or any of its
subsidiaries and affiliates. The 2014 Noteholders or their transferees shall not be allowed, and
waive their right to set-off any amount that may be due the Parent Bank;

(c) The 2014 Notes constitute direct, unconditional, unsecured and subordinated obligations of the
Parent Bank. Claims of 2014 Noteholders in respect of the 2014 Notes shall at all times rank pari
passu and without any preference among themselves; and,

(d) The 2014 Notes shall not be redeemable or terminable at the instance of the 2014 Noteholders
before the maturity date, unless otherwise expressly provided therein.

Loans Payable
On May 31, 2018, UPI entered into an agreement to avail of a term loan in the amount of P =150,000
with a certain local bank. The loan is unsecured and carries a fixed interest rate of 5.75% per annum
payable semi-annually. The term of the loan is five (5) years and is payable in seven (7) equal semi-
annual amortization commencing at the end of the second year from availment.

Others pertain to PETNET’s various bank loans which bear annual interest rates ranging from 2.14%
to 3.50%, with terms ranging from one (1) to thirty-one (31) days. These bank loans represent
drawdowns from the PETNET’s unsecured credit line with local banks, which are used to finance
transactions during the holidays and long weekends.

The Group recognized interest expense on notes and bonds payable amounting to P =1,335,698,
=461,778 and P
P =387,000 in 2018, 2017, and 2016, respectively, while the Parent Bank recognized
interest expense on notes and bonds payable amounting to P=1,330,657, =P461,778 and =P387,000 in
2018, 2017, and 2016, respectively. These are included under Interest Expense on Bills Payable and
Other Liabilities account in the statements of income.

*SGVFS032841*
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24. Other Liabilities

Other liabilities consist of the following as of December 31:

Group Parent Bank


2018 2017 2018 2017
Manager’s checks P
=9,417,061 =8,676,900
P P
=9,417,048 =8,676,900
P
Accounts payable 3,955,546 2,853,536 3,256,082 2,367,083
Accrued taxes and other expenses 3,276,120 2,618,810 2,561,710 1,932,164
Bills purchased - domestic and foreign 2,733,492 3,463,370 2,733,492 3,463,370
Pre-need reserves 2,678,321 4,124,818 – –
Payment orders payable 1,335,586 430,508 1,335,586 430,508
Unearned income - bancassurance
(Note 31) 733,333 833,333 733,333 833,333
Other dormant credits 474,228 377,337 467,407 374,530
Derivative liabilities (Note 11) 407,037 23,684 407,037 23,684
Withholding taxes payable 228,019 163,890 214,602 126,039
Post-employment defined benefit
obligation (Note 28) 98,806 938,729 23,127 841,223
Deferred tax liabilities (Note 29) 10,516 − − −
Due to Treasurer of the Philippines 3,005 3,005 3,005 3,005
Miscellaneous 1,281,642 764,824 681,919 535,263
P
=26,632,712 =25,272,744
P P
=21,834,348 =19,607,102
P

The breakdown of Accrued taxes and other expenses account follows:

Group Parent Bank


2018 2017 2018 2017
Accrued interest payable P
=1,368,588 =941,243
P P
=1,107,926 =792,842
P
Accrued sick leave benefits 331,307 338,984 329,707 335,032
Accrued income and other taxes (Note 37) 323,542 574,936 88,424 76,043
Other accruals 1,252,683 763,647 1,035,653 728,247
P
=3,276,120 =2,618,810
P P
=2,561,710 =1,932,164
P

Other accruals represent mainly fringe and other personnel benefits.

25. Capital Funds

Capital Stock

The Parent Bank’s capital stock in both 2018 and 2017 consists of the following:

Shares Amount
2018 2017 2018 2017
Common – P=10 par value
Authorized 1,311,422,420 1,311,422,420 P
=13,114,224 =13,114,224
P
Issued and outstanding 1,217,149,512 1,058,343,929 12,171,495 10,583,439

Preferred – P
=100 par value, non-voting
Authorized 100,000,000 100,000,000 P
=10,000,000 =10,000,000
P
Issued and outstanding – – – –

*SGVFS032841*
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On June 29, 1992, the Parent Bank was originally listed with the then Makati Stock Exchange, now
PSE. A total of 89.7 million shares were issued at an issue price of =
P22.50. As of December 31,
2018 and 2017, there are 1,217.1 million and 1,058.3 million shares listed at the PSE, respectively.
The number of holders and the closing price of the said shares is 4,957 and P
=63.95 per share as of
December 31, 2018, respectively, and 4,995 and = P86.65 per share as of December 31, 2017,
respectively.

On September 29, 2018, the Parent Bank issued new shares through a stock rights offering. The total
number of shares issued was 158,805,583 shares with par value of =
P10 per share, issued at a price of
=62.97 per share.
P

Surplus Free

The following is a summary of the dividends declared and distributed by the Group in 2018, 2017 and
2016:

Date of Date of BSP Date of Dividend per Outstanding


Declaration Date of Record Approval Payment Share Shares Total Amount
January 26, 2018 February 12, 2018 N/A February 27, 2018 P
= 1.90 1,058,343,929 P
= 2,010,853
January 27, 2017 February 10, 2017 N/A February 24, 2017 1.90 1,058,343,929 2,010,853
January 22, 2016 February 9, 2016 N/A February 19, 2016 1.50 1,058,343,929 1,587,516

In compliance with BSP regulations, the Parent Bank ensures that adequate reserves are in place for
future bank expansion requirements. The foregoing cash dividend declarations were made within the
BSP’s allowable limit of dividends.

Surplus Reserves

The amended PNUCA requires that the portion of retained earnings representing Trust fund income
of FUPI be automatically restricted to payments of benefits of plan holders and related payments as
allowed in the amended PNUCA. The accumulated Trust Fund income should be appropriated and
presented separately as Surplus Reserves in the statements of changes in capital funds. For the years
ended December 31, 2018, 2017 and 2016, FUPI appropriated (P =97.1 million), P
=211.1 million and
=260.3 million, respectively, representing Trust fund income (loss) earned in those years and other
P
adjustments.

In compliance with BSP regulations, a portion of the Group’s income from trust operations is setup as
Surplus Reserves. For the years ended December 31, 2018, 2017 and 2016, the Group and the Parent
Bank appropriated =
P15.7 million, =
P14.2 million and =P14.9 million, respectively.

In 2018, upon the full adoption of PFRS 9, the BSP has required the appropriation for the difference
of the 1% general loan loss provision over the computed ECL allowance for credit losses related to
Stage 1 accounts. The Parent Bank appropriated P =1.6 billion as of December 31, 2018.

*SGVFS032841*
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26. Service Charges, Fees and Commissions

This account is broken down as follows:

Group Parent Bank


2017 2016
(As restated - (As restated -
2018 Note 2) Note 2) 2018 2017 2016
Service charges P
= 1,066,576 =940,310
P =874,334
P P
= 866,172 =789,064
P =695,099
P
Bank commissions 116,551 128,175 115,804 111,473 121,174 115,804
Others 389,117 351,656 331,128 307,022 167,889 146,465
P
= 1,572,244 =1,420,141
P =1,321,266
P P
= 1,284,667 =1,078,127
P =957,368
P

In 2018 and 2017, others include commissions earned from bancassurance partnership (see Note 31).

27. Miscellaneous Income and Expenses

Miscellaneous Income

Miscellaneous income is composed of the following:

Group
2018 2017 2016
Fair value gains on investment properties (Notes 7 and 17) P
=632,923 =528,072
P P385,687
=
Foreign exchange gains - net 584,920 593,419 589,873
Dividend 207,456 209,762 206,245
Trust fund income (Note 25) 198,919 261,653 122,733
Rental (Notes 17 and 34) 160,713 190,025 186,796
Income from trust operations (Note 30) 156,524 141,831 148,873
Fines and penalties 131,690 79,299 73,225
EAF earned (Note 31) 100,000 166,667 –
Gain on sale of investment properties 57,558 131,072 66,350
Gain or loss on foreclosure 51,904 92,002 82,685
Gain from bargain purchase (Note 15) − 129,920 –
Others 276,018 321,990 215,410
P
=2,558,625 =2,845,712
P =2,077,877
P

Parent Bank
2018 2017 2016
Share in net profit of subsidiaries (Note 15) P
=1,775,210 =3,429,942
P =3,474,490
P
Fair value gains on investment properties (Notes 7 and 17) 632,923 518,386 385,687
Foreign exchange gains - net 584,904 593,418 589,862
Dividend 206,425 204,919 133,458
Income from trust operations (Note 30) 156,524 141,831 148,873
Rental (Notes 17 and 34) 156,276 186,357 182,613
Fines and penalties 131,690 79,299 73,225
Gain or loss on foreclosure 109,435 85,320 82,685
EAF earned (Note 31) 100,000 166,667 –
Gain on sale of investment properties 46,189 125,833 66,350
Others 312,055 278,755 198,983
P
=4,211,631 =5,810,727
P =5,336,226
P

*SGVFS032841*
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Miscellaneous Expenses

The breakdown of miscellaneous expenses follows:

Group
2017 2016
(As restated - (As restated -
2018 Note 2) Note 2)
Insurance P
=931,079 P922,020
= P726,459
=
Outside services 695,084 758,629 521,564
Repairs and maintenance 868,804 437,336 369,655
Advertising and publicity 700,155 352,428 341,828
Management and professional fees 550,908 352,871 288,431
Fines and penalties 475,490 113,642 3,231
Communication 347,516 251,089 179,137
Transportation and travel 252,775 194,442 165,891
Card related expenses 224,190 308,592 205,450
Supervision fees 183,134 149,755 120,385
Litigation 176,599 202,383 162,857
Stationery and supplies 171,523 163,342 133,510
Plan benefits 158,000 215,321 301,500
Representation and entertainment 83,701 81,364 87,339
Others 617,562 505,673 447,446
P
=6,436,520 =5,008,887
P =4,054,683
P

Parent Bank
2018 2017 2016
Insurance P
=819,369 =806,393
P P631,162
=
Repairs and maintenance 818,647 409,708 323,096
Outside services 615,933 533,354 463,880
Advertising and publicity 619,463 285,695 180,215
Management and professional fees 504,644 342,697 233,675
Fines and penalties 369,145 92,234 3,192
Communication 280,262 199,436 140,162
Card related expenses 224,190 308,592 205,450
Litigation 175,716 201,184 162,857
Supervision fees 158,858 126,689 102,801
Stationery and supplies 143,869 127,471 97,757
Transportation and travel 171,099 128,196 111,253
Representation and entertainment 75,204 80,225 86,228
Others 243,657 215,735 186,346
P
=5,220,056 =3,857,609
P =2,928,074
P

28. Salaries and Employee Benefits

Salaries and Employee Benefits Expense

Expenses recognized for employee benefits are as follows:


Group
2018 2017 2016
Short-term benefits:
Salaries and wages P
=3,289,797 P2,899,712
= =2,376,970
P
Fringe benefits 1,333,921 1,074,915 791,504
Bonuses 458,956 654,234 1,304,972
Social security costs 139,182 93,627 77,504
Other benefits 102,110 107,748 171,439
Post-employment benefits 337,837 386,734 289,697
Other long-term benefits 64,790 68,074 60,533
P
=5,726,593 =5,285,044
P =5,072,619
P

*SGVFS032841*
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Parent Bank
2018 2017 2016
Short-term benefits:
Salaries and wages P
=2,631,683 P2,395,817
= =1,981,598
P
Fringe benefits 1,076,300 1,017,789 739,779
Bonuses 453,652 432,575 1,099,287
Social security costs 78,849 68,124 57,869
Other benefits 103,048 72,104 144,374
Post-employment benefits 261,170 332,966 250,379
Other long-term benefits 64,789 67,366 60,533
P
=4,669,491 =4,386,741
P =4,333,819
P

Post-employment Defined Benefit Plan

(a) Characteristics of the Defined Benefit Plan

The Group maintains funded, tax-qualified, noncontributory pension plans covering all regular
full-time employees that are being administered by the Parent Bank’s TISG for the Parent Bank,
UPI and CSB and by trustee banks that are legally separated from the Group for FUIFAI, PR
Savings Bank and PETNET. Under these pension plans, all covered employees are entitled to
cash benefits after satisfying certain age and service requirements.

The Group maintains seven separate retirement plans. Two of which are being maintained for
UnionBank and former iBank employees, hence, the Parent Bank presents pension information in
its financial statements separately for the two plans. The other five pension plans are for UPI,
CSB, FUIFAI, PR Savings Bank and PETNET employees.

UnionBank Plan
The normal retirement age is 60. The plan also provides for an early retirement at age 55, or
age 50 with the completion of at least ten years of service. However, late retirement is subject to
the approval of the Parent Bank’s BOD. Normal retirement benefit is an amount equivalent to
150% of the final monthly salary for each year of credited service.

Former iBank Plan


The normal retirement age is 60 with a minimum of five years of credited service. The plan also
provides for an early retirement at age 50 with the completion of at least ten years of service and
late retirement subject to the approval of the Parent Bank’s BOD on a case-to-case basis. Normal
retirement benefit is an amount equivalent to 125% of the final monthly covered compensation
for every year of credited service.

UPI Plan
The optional retirement age is 60 and the compulsory retirement age is 65. Both must have a
minimum of five years of credited service. Both have retirement benefit equal to one-half
month’s salary as of the date of retirement multiplied by the employee’s year of service. Upon
retirement of an employee, whether optional or compulsory, his services may be continued or
extended on a case to case basis upon agreement of management and employee.

This is based on the retirement plan benefits provided in the Retirement Law (R.A. No. 7641).

*SGVFS032841*
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Under the law, unless the parties provide for broader inclusions, the term one-half (1/2) month
salary shall mean fifteen (15) days plus one-twelfth (1/12) of the 13th month pay and the cash
equivalent of not more than (5) days of service incentive leaves.

CSB Plan
The normal retirement age is 60 or completion of 30 years of service whichever is earlier. The
service of any member, however, may be extended from year to year beyond the normal
retirement date, provided such an extension of service is with the consent of the member and the
express approval of CSB. The plan also provides for an early retirement after completion of at
least ten years of service. Normal retirement benefit is an amount equivalent to 100% of the final
basic monthly salary multiplied by the number of years of service prior to January 1, 2008 and
150% of the final basic monthly salary for services rendered starting January 1, 2008.

FUIFAI Plan
The normal retirement age is 60 with a minimum of five years of credited service. The plan also
provides for an early retirement at age 50 with a minimum of five years of credited service and late
retirement after age 60, both subject to the approval of FUIFAI’s BOD. Normal retirement benefit
is an amount equivalent to 150% of the final monthly covered compensation (average monthly
basic salary during the last 12 months of credited service) for every year of credited service.

PR Savings Bank Plan


The normal retirement age is 60. Retirement benefit is an amount equivalent to 100%, 150% or
200% of the latest basic monthly salary for each year of credited service if the years of service is 10
years but less than 15 years, 15 years but less than 20 years and 20 years or more, respectively.

PETNET Plan
The normal retirement age is 60. The plan also provides for an early retirement at age 50 with the
completion of at least ten years of service and late retirement beyond age 60. However, early and
late retirement are subject to the approval of the company. Retirement benefit is an amount
equivalent to 92% of the final monthly salary for each year of continuous service.

(b) Analysis of Amounts Presented in the Financial Statements

Actuarial valuations are made annually to update the retirement benefit costs and the amount of
contributions. All amounts presented in the subsequent pages are based on the actuarial valuation
reports obtained from independent actuaries in 2018 and 2017.

The amounts of post-employment defined benefit obligation (net retirement asset) recognized in
the statements of financial position are determined as follows (see Notes 19 and 24):

Group
2018 2017 2016
Present value of the obligation P
=3,344,042 =4,175,532
P P3,664,572
=
Fair value of plan assets 3,380,329 3,236,803 2,130,338
(P
= 36,287) =938,729
P =1,534,234
P

*SGVFS032841*
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As of December 31, 2018, the excess of plan assets over the obligation amounting to =
P36,287 is
separately shown as Net retirement asset of =
P135,093 (see Note 19) and as Post-employment
defined benefit obligation of =
P98,806 (see Note 24).

Parent Bank – UnionBank Plan


2018 2017 2016
Present value of the obligation P
=2,363,016 =3,084,669
P =2,771,342
P
Fair value of plan assets 2,339,889 2,384,204 1,436,298
P
=23,127 =700,465
P =1,335,044
P

Parent Bank – Former iBank Plan


2018 2017 2016
Present value of the obligation P
=482,049 =729,661
P =611,652
P
Fair value of plan assets 499,545 588,903 489,750
(P
= 17,496) =140,758
P =121,902
P

The movements in the present value of the post-employment benefit obligation recognized in the
financial statements are as follows:

Group
2018 2017 2016
Balance at beginning of year P
=4,175,532 =3,664,572
P =3,326,413
P
Current service cost 337,837 386,734 289,697
Interest expense 187,136 172,511 160,581
Remeasurements:
Actuarial losses (gains) arising from
Changes in financial assumptions (549,408) (127,015) 141,932
Experience adjustments 217,217 353,737 274,664
Changes in demographic assumptions (23,676) (119,078) 5,316
Benefits paid (1,095,626) (155,929) (534,031)
Effects of business combinations (Note 15) 95,030 − −
Balance at end of year P
=3,344,042 =4,175,532
P =3,664,572
P

Parent Bank - UnionBank Plan


2018 2016
Balance at beginning of year P
=3,084,669 =2,771,342
P =2,509,697
P
Current service cost 227,011 295,295 209,394
Interest expense 138,432 131,402 126,238
Remeasurements:
Actuarial losses (gains) arising from
Changes in financial assumptions (458,958) (124,961) 135,930
Experience adjustments 230,179 231,948 285,922
Changes in demographic assumptions − (122,153) 14,566
Benefits paid (858,317) (98,204) (510,405)
Balance at end of year P
=2,363,016 =3,084,669
P =2,771,342
P

Parent Bank - Former iBank Plan


2018 2017 2016
Balance at beginning of year P
=729,661 =611,652
P =544,008
P
Current service cost 34,159 37,671 40,985
Interest expense 30,819 25,894 24,372
Remeasurements:
Actuarial losses (gains) arising from
Changes in financial assumptions (100,142) (28,656) 23,008
Experience adjustments 12,860 160,838 7,553
Changes in demographic assumptions − (31,099) (9,250)
Benefits paid (225,308) (46,639) (19,104)
Balance at end of year P
=482,049 =729,661
P =611,652
P

*SGVFS032841*
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The movements in the fair value of plan assets are presented below.

Group
2017 2016
Balance at beginning of year P
=3,236,803 =2,130,338
P =2,328,087
P
Interest income 143,434 101,529 111,612
Return on plan asset (excluding amounts included
in net interest) (84,670) 158,826 (105,877)
Contributions to the plan 977,032 1,002,039 330,547
Benefits paid (1,095,626) (155,929) (534,031)
Effects of business combinations (Note 15) 203,356 − −
Balance at end of year P
=3,380,329 =3,236,803
P =2,130,338
P

Parent Bank - UnionBank Plan


2018 2017 2016
Balance at beginning of year P
=2,384,204 1,436,298 1,705,407
Interest income 107,423 69,448 85,782
Return on plan asset (excluding amounts included
in net interest) (90,466) 49,046 (90,867)
Contributions to the plan 797,045 927,616 246,381
Benefits paid (858,317) (98,204) (510,405)
Balance at end of year P
=2,339,889 2,384,204 1,436,298

Parent Bank - Former iBank Plan


2018 2017 2016
Balance at beginning of year P
=588,903 =489,750
P =454,694
P
Interest income 24,661 21,208 20,370
Return on plan asset (excluding amounts included
in net interest) 6,799 7,784 (9,869)
Contributions to the plan 104,490 116,800 43,659
Benefits paid (225,308) (46,639) (19,104)
Balance at end of year P
=499,545 =588,903
P =489,750
P

The composition of the fair value of plan assets at the end of the reporting period by category and
risk characteristics is shown below.

Group
2018 2017 2016
Bank deposits P
=738,575 =1,121,080
P =294,001
P
Quoted equity securities:
Financial and insurance activities 1,348,208 1,502,927 1,468,358
Electricity, gas and water 41,576 135,987 26,712
Wholesale and retail trade 37,179 – 82,088
Other service activities 28,766 82,106 –
Real estate activities 8,364 11,967 11,719
Manufacturing − – 158
Others 4,951 159 63
1,469,044 1,733,146 1,589,098
Debt securities:
Philippine government bonds 539,926 232,832 104,824
Corporate bonds 615,629 145,727 141,094
1,155,555 378,559 245,918
Others 17,155 4,018 1,321
P
=3,380,329 =3,236,803
P =2,130,338
P

*SGVFS032841*
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Parent Bank - UnionBank Plan


2018 2017 2016
Bank deposits P
=500,412 =878,453
P =167,578
P
Quoted equity securities:
Financial and insurance activities 790,059 998,963 998,456
Wholesale and retail trade 37,179 – 76,758
Electricity, gas and water 32,686 107,840 16
Other service activities 13,475 76,796 –
Others − 15 5
873,399 1,183,614 1,075,235
Debt securities:
Corporate bonds 507,399 112,726 109,302
Philippine government bonds 443,759 206,174 83,517
951,158 318,900 192,819
Others 14,920 3,237 666
P
=2,339,889 =2,384,204
P =1,436,298
P

Parent Bank - Former iBank Plan


2018 2017 2016
Bank deposits P
=38,647 =121,091
P =52,885
P
Quoted equity securities:
Financial intermediation 352,542 412,120 399,647
Wholesale and retail trade − 5,310 5,330
Others 4,890 17,148 –
357,432 434,578 404,977
Debt securities:
Corporate bonds 76,814 33,001 31,791
Philippine government bonds 25,713 − −
102,527 33,001 31,791
Others 939 233 97
P
=499,545 =588,903
P =489,750
P

Equity securities under the fund are primarily investments in corporations listed in the PSE,
which include =P202,244 and P =252,583 investments in the shares of stocks of the Parent Bank as
of December 31, 2018 and 2017, respectively, while debt securities represent investments in
government and corporate bonds, which include = P103,900 investment in the notes of the Parent
Bank as of both December 31, 2018 and 2017 (see Note 31).

The fair values of the above equity and debt securities are determined based on quoted market
prices in active markets (classified as Level 1 of the fair value hierarchy). The retirement fund
neither provides any guarantee or surety for any obligation of the Parent Bank nor its investments
in the Bank’s shares of stocks covered by any restriction and liens. Bank deposits are maintained
with reputable financial institutions, which include =P498,603 and = P368,706 deposits with the
Parent Bank as of December 31, 2018 and 2017, respectively.

Actual returns on plan assets amounted to P


=16,956 in 2018, =
P118,494 in 2017 and (P
=5,085)
in 2016 for UnionBank Plan and = P31,460 in 2018, =
P28,992 in 2017 and P
=10,502 in 2016 for
Former iBank Plan.

The amounts recognized in the statements of income in respect of the post-employment defined
benefit plan are as follows:

Group
2018 2017 2016
Current service cost P
=337,837 =386,734
P =289,697
P
Net interest expense 43,702 70,982 48,969
P
=381,539 =457,716
P =338,666
P

*SGVFS032841*
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Parent Bank - UnionBank Plan


2018 2017 2016
Current service cost P
=227,011 =295,295
P =209,394
P
Net interest expense 31,009 61,954 40,456
P
=258,020 =357,249
P =249,850
P

Parent Bank - Former iBank Plan


2018 2017 2016
Current service cost P
=34,159 =37,671
P =40,985
P
Net interest expense 6,158 4,686 4,002
P
=40,317 =42,357
P =44,987
P

The amounts recognized in other comprehensive income in respect of the post-employment


defined benefit plan are as follows:

Group
2018 2017 2016
Actuarial losses (gains) arising from changes in:
Financial assumption (P
= 549,408) P127,015
= P141,932
=
Experience adjustments 217,217 (353,737) 274,664
Demographic assumptions (23,676) 119,078 5,316
Return on plan assets (excluding amounts
included in net interest) 84,670 158,826 105,877
(P
= 271,197) P51,182
= P527,789
=

Parent Bank - UnionBank Plan


2018 2017 2016
Actuarial losses (gains) arising from changes in:
Financial assumption (P
= 458,958) P124,961
= P135,930
=
Experience adjustments 230,179 (231,948) 285,922
Demographic assumptions − 122,153 14,566
Return on plan assets (excluding amounts
included in net interest) 90,466 49,046 90,867
(P
= 138,313) P64,212
= =527,285
P

Parent Bank - Former iBank Plan


2018 2017 2016
Actuarial losses (gains) arising from changes in:
Financial assumption (P
= 100,142) (P
=28,656) (P
=23,088)
Experience adjustments 12,860 160,838 (7,553)
Demographic assumptions − (31,099) 9,250
Return on plan assets (excluding amounts
included in net interest) (6,799) (7,784) (9,869)
(P
= 94,081) =93,299
P (P
=31,260)

In addition to the above items, the Parent Bank also recognized its share of the other
comprehensive income of subsidiaries in respect of the post-employment defined benefit plan
amounting to = P26,171 gain, P
=15,264 loss and =
P21,126 gain in 2018, 2017 and 2016, respectively
(see Note 15).

Amounts recognized in other comprehensive income were included within items that will not be
reclassified subsequently to profit or loss.

The Group expects to contribute P


=315,631 in 2019 while the Parent Bank expects to contribute
=281,151 and P
P =32,903 for the UnionBank Plan and for the Former iBank Plan, respectively,
in 2019.

*SGVFS032841*
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In determining the retirement benefits, the following actuarial assumptions were used:

Parent Bank - UnionBank Plan


2018 2017 2016
Retirement age 60 60 60
Average remaining working life 9 years 9 years 26 years
Discount rate 7.30% 5.34% 5.03%
Expected rate of salary increase 6.00% 7.00% 6.00%
Employee turnover rate 0%-14% 0%-14% 0%-9%

Parent Bank - Former iBank Plan


2018 2017 2016
Retirement age 60 60 60
Average remaining working life 9 years 7 years 18 years
Discount rate 7.20% 4.83% 4.48%
Expected rate of salary increase 6.00% 7.00% 6.00%
Employee turnover rate 0%-15% 0%-22% 0%-5%

UPI
2018 2017 2016
Retirement age 60 60 60
Average remaining working life 5 years 6 years 14 years
Discount rate 7.18% 4.93% 4.93%
Expected rate of salary increase 6.00% 7.00% 7.00%
Employee turnover rate 0%-15% 0%-18% 0%-5%

CSB
2018 2017 2016
Retirement age 60 60 60
Average remaining working life 16 years 16 years 19 years
Discount rate 7.41% 5.58% 5.58%
Expected rate of salary increase 6.00% 6.00% 6.00%
Employee turnover rate 0%-5% 0%-5% 0%-5%

FUIFAI
2018 2017 2016
Retirement age 60 60 60
Average remaining working life 20 years 20 years 23 years
Discount rate 7.53% 5.70% 5.38%
Expected rate of salary increase 10.00% 10.00% 10.00%

2018
PR SAVINGS BANK PETNET
Retirement age 60 60
Average remaining working life 11 years 9 years
Discount rate 7.88% 7.37%
Expected rate of salary increase 6.00% 6.00%
Employee turnover rate − 0% to 15%

Assumptions regarding future mortality and disability are based on published statistics and
mortality tables. These assumptions were developed by management with the assistance of an
independent actuary. Discount factors are determined close to the end of each reporting period by
reference to the interest rates of a zero coupon government bond with terms to maturity
approximating to the terms of the retirement obligation. Other assumptions are based on current
actuarial benchmarks and management’s historical experience.

*SGVFS032841*
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(c) Risk Associated with the Retirement Plan

The plans expose the Group to actuarial risks such as investment risk, interest rate risk, longevity
risk and salary risk.

∂ Investment and Interest Risk

The present value of the defined benefit obligation is calculated using a discount rate
determined by reference to market yields of government bonds. Generally, a decrease in the
interest rate of a reference government bonds will increase the plan obligation. However, this
will be partially offset by an increase in the return on the plan’s investments in debt securities
and if the return on plan asset falls below this rate, it will create a deficit in the plan.
Currently, the plans are mostly invested in equity securities. Due to the long-term nature of
plan obligation, a level of continuing equity investments is an appropriate element of the
Group’s long-term strategy to manage the plans efficiently.

∂ Longevity and Salary Risks

The present value of the defined benefit obligation is calculated by reference to the best
estimate of the mortality of the plan participants both during and after their employment and
to their future salaries. Consequently, increases in the life expectancy and salary of the plan
participants will results in an increase in the plan obligation.

(d) Other Information

The information on the sensitivity analysis for certain significant actuarial assumptions, the
Group’s asset-liability matching strategy, and the timing and uncertainty of future cash flows
related to the retirement plan are described below and in the succeeding pages.

∂ Sensitivity Analysis

The following table summarizes the effects of changes in the significant actuarial
assumptions used in the determination of the defined benefit obligation as of December 31:

Group

Impact on Post-Employment Defined


Benefit Obligation
Change in Increase in Decrease in
Assumption Assumption Assumption
December 31, 2018
Discount rate +/-1.0% (P
= 221,059) P
=255,718
Salary growth rate +/-1.0% 277,653 (245,328)
Turn-over rate +/-1.0% (2,725) 2,529

December 31, 2017


Discount rate +/-1.0% (P
=253,895) P294,607
=
Salary growth rate +/-1.0% 299,468 (263,560)
Turn-over rate +/-1.0% (15,635) 16,373

*SGVFS032841*
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UnionBank Plan

Impact on Post-Employment Defined


Benefit Obligation
Change in Increase in Decrease in
Assumption Assumption Assumption
December 31, 2018
Discount rate +/-1.0% (P
= 149,302) P
=170,721
Salary growth rate +/-1.0% 187,809 (166,972)
Turn-over rate +/-1.0% (1,864) 1,622

December 31, 2017


Discount rate +/-1.0% (P
=181,200) P209,923
=
Salary growth rate +/-1.0% 210,433 (185,613)
Turn-over rate +/-1.0% (13,236) 13,851

Former iBank Plan

Impact on Post-Employment Defined


Benefit Obligation
Change in Increase in Decrease in
Assumption Assumption Assumption
December 31, 2018
Discount rate +/-1.0% (P
= 29,274) P
=33,034
Salary growth rate +/-1.0% 36,610 (32,980)
Turn-over rate +/-1.0% (780) 825

December 31, 2017


Discount rate +/-1.0% (P
=34,852) P39,335
=
Salary growth rate +/-1.0% 42,869 (38,719)
Turn-over rate +/-1.0% (2,319) 2,440

The above sensitivity analysis is based on a change in an assumption while holding all other
assumptions constant. This analysis may not be representative of the actual change in the
defined benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated. Furthermore, in
presenting the above sensitivity analysis, the present value of the defined benefit obligation
has been calculated using the projected unit credit method at the end of the reporting period,
which is the same as that applied in calculating the defined benefit obligation recognized in
the statements of financial position.

∂ Asset-liability Matching Strategies

To efficiently manage the retirement plan, the Group through its Retirement Committee,
ensures that the investment positions are managed in accordance with its asset-liability
matching strategy to achieve that long-term investments are in line with the obligations under
the retirement scheme. This strategy aims to match the plan assets to the retirement
obligations by investing in long-term fixed interest securities (i.e., government or corporate
bonds) with maturities that match the benefit payments as they fall due and in the appropriate
currency. The Group actively monitors how the duration and the expected yield of the
investments are matching the expected cash outflows arising from the retirement obligations.
In view of this, investments are made in reasonably diversified portfolio, such that the failure
of any single investment would not have a material impact on the overall level of assets.

*SGVFS032841*
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A large portion of assets as of December 31, 2018 and 2017 consists of equity securities and
bonds, although the Group also invests in bank deposits. The Group believes that equity
securities offer the best returns over the long term with an acceptable level of risk. The
majority of equities are in a diversified portfolio of investments in corporations listed in the
PSE.

There has been no change in the Group’s strategies to manage its risks from previous periods.

∂ Funding Arrangements and Expected Contributions

There is no minimum funding requirement in the country.

The maturity profile of undiscounted expected benefits payments from the plan follows:

Group

2018 2017
Within one year P
=396,512 =267,815
P
More than one year to five years 1,425,452 1,319,237
More than five years to ten years 2,055,480 1,937,696
More than ten years to 15 years 2,733,449 2,464,946
More than 15 years to 20 years 2,700,010 2,590,312
More than 20 years 7,175,972 7,363,165
P
=16,486,875 =15,943,171
P

UnionBank Plan

2018 2017
Within one year P
=286,902 =171,484
P
More than one year to five years 1,110,827 997,656
More than five years to ten years 1,592,433 1,487,729
More than ten years to 15 years 2,122,283 1,947,381
More than 15 years to 20 years 1,759,740 1,836,381
More than 20 years 4,907,616 5,538,972
P
=11,779,801 =11,979,603
P

Former iBank Plan

2018 2017
Within one year P
=50,748 P57,097
=
More than one year to five years 249,960 288,995
More than five years to ten years 252,331 301,502
More than ten years to 15 years 308,656 293,055
More than 15 years to 20 years 266,372 232,972
More than 20 years 218,950 184,041
P
=1,347,017 =1,357,662
P

The weighted average duration of the defined benefit obligation is 16 years and 15 years in 2018
and 2017, respectively.

*SGVFS032841*
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29. Income Taxes

Current and Deferred Income Taxes

The components of income tax expense (benefit) for the years ended December 31, 2018, 2017, and
2016 are as follows:

Group
2018 2017 2016
Reported in profit or loss
Current tax expense:
Final tax at 20%, 10% and 7.5% =747,296
P =607,277
P =408,741
P
Regular corporate income tax
(RCIT) at 30% 504,017 1,474,296 1,610,317
MCIT at 2% 216,024 141,929 362
1,467,337 2,223,502 2,019,420
Deferred tax expense (benefit)
relating to origination and
reversal of temporary
differences (284,579) 42,578 (109,833)
=1,182,758
P =2,266,080
P =1,909,587
P
Reported in other comprehensive
income
Deferred tax expense (benefit)
relating to origination and
reversal of actuarial gains or
losses (P
=81,359) =15,355
P =158,337
P

Parent Bank
2018 2017 2016
Reported in profit or loss
Current tax expense:
Final tax at 20%, 10% and 7.5% =672,123
P =607,117
P =400,740
P
MCIT at 2% 182,501 141,929 –
RCIT at 30% 22,245 35,575 191,047
877,049 784,621 591,787
Deferred tax expense (income)
relating to origination and
reversal of temporary
differences (542,359) 42,578 (109,833)
P334,690
= =827,199
P P481,954
=

Reported in other comprehensive


income
Deferred tax expense (income)
relating to origination and
reversal of actuarial gains or
losses (P
=69,718) =8,726
P =167,563
P

*SGVFS032841*
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The reconciliation of the statutory income tax rate and the effective income tax rate follows:

Group
2018 2017 2016
Statutory income tax rate 30.00% 30.00% 30.00%
Adjustment for income subjected to
lower income tax rates (3.48) (2.54) (2.68)
Tax effects of:
FCDU income before tax (13.66) (7.97) (14.77)
Non-taxable income (8.27) (14.45) (5.02)
Non-deductible expenses 5.84 12.95 2.68
Others 3.49 3.22 5.72
Effective income tax rate 13.92% 21.21% 15.93%

Parent Bank
2018 2017 2016
Statutory income tax rate 30.00% 30.00% 30.00%
Adjustment for income subjected to
lower income tax rates (3.38) (2.41) (1.12)
Tax effects of:
FCDU income before tax (15.38) (9.36) (16.47)
Non-taxable income (9.15) (12.68) (10.55)
Non-deductible expenses 6.08 4.30 2.77
Others (3.73) (0.78) (0.14)
Effective income tax rate 4.44% 9.07% 4.49%

The components of the net deferred tax assets presented under Other resources (see Note 19) as of
December 31, 2018 and 2017 are as follows:

Group
2017 2016
(As restated - (As restated -
2018 Note 2) Note 2)
Deferred tax assets:
Allowance for impairment losses =2,786,039
P =3,235,437
P =3,522,609
P
Accrued other expenses 295,701 257,786 349,474
Deferred service fees 427,832 529,841 548,213
Excess MCIT 334,219 141,929 −
Unrealized foreign exchange loss 329,292 10,254 261,315
Net operating loss carry over (NOLCO) 209,217 − −
Others 643,062 550,682 343,109
5,025,362 4,725,929 5,024,720
Deferred tax liabilities:
Fair value gains on investment properties 1,525,145 1,127,598 1,135,486
Unrealized foreign exchange gain 379,140 71,015 170,609
Capitalized interest 29,653 30,751 31,849
Others 66,797 35,470 168,882
2,000,735 1,264,834 1,506,826
Net deferred tax assets =3,024,627
P =3,461,095
P =3,517,894
P

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Parent Bank
2018 2017
Deferred tax assets:
Allowance for impairment =2,189,686
P =2,923,968
P
Unrealized foreign exchange swap loss 329,292 10,254
Excess MCIT 324,430 141,929
Accrued other expenses 259,250 257,786
Net operating loss carry-over (NOLCO) 193,268 –
Others 547,044 486,209
3,842,970 3,820,146
Deferred tax liabilities:
Fair value gains on investment properties 1,188,474 1,106,101
Unrealized foreign exchange gain 375,762 71,011
Capitalized interest 29,653 30,751
Others 51,026 23,661
1,644,915 1,231,524
Net deferred tax assets =2,198,055
P =2,588,622
P

Other deferred tax asset includes post-retirement obligation and other future deductible items.

The Parent Bank is subject to MCIT which is computed at 2% of gross income net of allowable
deductions, as defined under tax regulations or to RCIT, whichever is higher. In 2014 and 2013, the
Parent Bank recognized MCIT amounting to = P100,846 and P
=95,555, respectively, which was applied
against RCIT in 2016.

In 2018 and 2017, the Parent Bank incurred MCIT amounting to = P182,501 and = P141,929,
respectively, that can be applied against income tax liability for the next three consecutive years after
the MCIT was incurred.

Additionally, in 2018, the Parent Bank incurred NOLCO amounting to P


=644,227 that can also be
applied against RCIT for the next three consecutive years.

Relevant Tax Regulations


The Republic Act 10963, The Tax Reform for Acceleration and Inclusion (TRAIN), is the first
package of the comprehensive tax reform program envisioned by the government. The bill was
signed into law on December 19, 2017 and took effect on January 1, 2018, amending the old
Philippine tax system.

Except for resident foreign corporations, which is still subject to the existing rate of 7.5%, tax on
interest income of foreign currency deposits was increased to 15% under TRAIN. Documentary
stamp tax on bank checks, drafts, certificate of deposit not bearing interest, all debt instruments, bills
of exchange, letters of credit, mortgages, deeds and others are now subjected to a higher rate.

The following are the relevant tax regulations affecting the Group:

Income Tax
(a) MCIT, computed at 2% gross income, net of allowable deductions as defined under the tax
regulations, or to RCIT of 30%, whichever is higher;
(b) FCDU transactions with non-residents of the Philippines and other offshore banking units
(offshore income) are tax-exempt, while interest income on foreign currency loans from residents
other than offshore banking units (OBUs) or other depository banks under the expanded system is
subject to 10% income tax;

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(c) Withholding tax of 7.5% is imposed on interest earned by resident foreign corporations (RFCs)
under the expanded foreign currency deposit system, while withholding tax of 15% is imposed on
interest earned by residents other than RFCs; and,
(d) Net operating loss carry-over (NOLCO) can be claimed as deductions against taxable income
within three years after NOLCO is incurred. The excess of the MCIT over income tax due may be
carried over to the three succeeding taxable years and credited against income tax due provided
the company is in RCIT position.

Gross Receipts Tax


Banks are subject to gross receipts tax under Sec. 121 of the National Internal Revenue Code as
amended.

Documentary Stamp Tax


Documentary stamp taxes (DST) (at varying rates) are imposed on the following:
(a) Bank checks, drafts, or certificate of deposit not bearing interest, and other instruments;
(b) Bonds, loan agreements, promissory notes, bills of exchange, drafts, instruments and securities
issued by the Government of any of its instrumentalities, deposit substitute debt instruments,
certificates of deposits bearing interest and other not payable on sight or demand;
(c) Acceptance of bills of exchange and letters of credit; and,
(d) Bills of lading or receipt.

The significant provisions relating to DST under TRAIN are summarized below:
(a) On every original issue of debt instruments, there shall be collected a DST of 1.50 on each 200 or
fractional part thereof of the issue price of any such debt instrument; provided, that for such debt
instruments with terms of less than one year, the DST to be collected shall be of a proportional
amount in accordance with the ratio of its term in number of days to 365 days; provided further
that only one DST shall be imposed on either loan agreement or promissory notes to secure such
loan.
(b) On all sales or transfer of shares or certificates of stock in any corporation, there shall be
collected a DST of 1.50 on each 200, or fractional part thereof, of the par value of such stock.
(c) On all bills of exchange (beteen points within the Philippines) or drafts, there shall be collected a
DST of 0.60 on each 200, or fractional part thereof, of the face value of any such bill of exchange
or draft.

(d) The following instruments, documents and papers shall be exempt from DST:
∂ Borrowings and lending of securities executed under the Securities Borrowing and Lending
Program of a registered exchange, or in accordance with regulations prescribed by the
appropriate regulatory authority;
∂ Loan agreements or promissory notes, the aggregate of which does not exceed 250,000 or any
such amount as may be determined by the Secretary of Finance, executed by an individual for
his purchase on installment for his personal use;
∂ Sale, barter or exchange of shares of stock listed and traded through the local stock exchange
(as amended by RA No. 9648);
∂ Fixed income and other securities traded in the secondary market or through an exchange;
∂ Derivatives including repurchase agreements and reverse repurchase agreements;
∂ Bank deposit accounts without a fixed term or maturity; and,
∂ Interbank call loans with maturity of not more than seven days to cover deficiency in reserve
against deposit liabilities.

Itemized Deduction
In 2018, 2017 and 2016, the Parent Bank opted to claim itemized deductions.

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30. Trust Operations

The following securities and other properties held by the Parent 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 Parent Bank (see Note 34).

2018 2017
Investments P
=45,070,579 =42,073,308
P
Others 498,205 961
P
=45,568,784 =42,074,269
P

In compliance with the requirements of the General Banking Act relative to the Parent Bank’s trust
functions:

(a) investment in government securities with a total face value of =


P550,000 and = P700,000 as of
December 31, 2018 and 2017, respectively, are deposited with BSP as security for the Parent
Bank’s faithful compliance with its fiduciary obligations (see Note 12); and,

(b) ten percent of the Parent Bank’s trust income is transferred to Surplus reserves. This yearly
transfer is required until the surplus reserves for trust function is equivalent to 20% of the Parent
Bank’s authorized capital stock. No part of such reserves shall at anytime be paid out as
dividends, but losses accruing in the course of business may be charged against such surplus. As
of December 31, 2018, the reserve for trust functions amounted to = P247,726 and is included as
part of Surplus reserves in the statements of financial position (see Note 25).

Income from trust operations of the Group and Parent Bank amounted to P=156,524, P=141,831 and
=148,873 for the years ended December 31, 2018, 2017 and 2016, respectively, and shown as Income
P
from trust operations account under Miscellaneous income in the statements of income (see Note 27).

31. Related Party Transactions

The Group’s and Parent Bank’s related parties include subsidiaries, stockholders, key management
personnel and others as described below.

The summary of the Group’s significant transactions with its related parties as of and for the years
ended December 31, 2018 and 2017 are as follows:
2018 2017
Amount Outstanding Amount Outstanding
Related Party Category of Transaction Balance of Transaction Balance Terms and Conditions/Nature
Applicable to the Parent Bank

Subsidiaries
Lease of properties:
Lease income P
= 12,726 P
=– P
=10,715 P
=– Lease renewed every 5 years
Refundable deposits – – – 683 with 5% escalation rate
Project management fee,
commission and service
Management services 78,656 – 25,153 – charges
Trust fee income 13 – 25 – Fees paid to subsidiaries

(Forward)

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2018 2017
Amount Outstanding Amount Outstanding
Related Party Category of Transaction Balance of Transaction Balance Terms and Conditions/Nature
Deposit liabilities:
With interest rate based on
Outstanding balance P
=– P
= 788,484 P–
= =939,655 average daily bank deposit rate
P
Net movements (151,171) – 29,426 –
Interest expense on deposits 3,618 – 4,079 –
Interbank lending -
Short-term lending with annual
Interest income 29,629 – – – fixed rate of 3.22% to 4.97%
Loans -
Peso-denominated loans with
annual interest rates ranging
from 6.83% to 7.12%, paid off
Interest income 18,913 during the year
Advances:
Various expenses advanced by
Outstanding balance – 17,706 – 1,884 the Bank
Net movements 15,822 – 1,879 –
Variable fee for credit card
Other liabilities 33,403 transactions

Applicable to the Group and the


Parent Bank
Stockholders and related parties
under common ownership
Deposit liabilities:
With interest rate based on
Outstanding balance – 8,309,367 – 12,877,815 average daily bank deposit rate
Net movements (4,568,448) – (1,113,908) –
With interest rate based on
Interest expense on deposits 385,079 – 209,276 – average daily bank deposit rate
Bills payable:
Short term liabilities with
annual fixed rate of 2.80% to
Outstanding balance – 8,593,874 – 73,799 6.75%
Net movements 8,520,075 – (4,619,820) –
Short term liabilities with
annual fixed rate of 2.80% to
Interest expense 185,451 – 3,263 – 6.75%
Income from bancassurance
business:
Exclusive Access Fee paid at
EAF earned 100,000 – 166,667 – inception. See below.
Income recognized on sale of
insurance policies in
accordance with the
Commission income 179,695 − 72,044 − bancassurance agreement.
Secured borrowings with
Loans receivable 797 797 849 849 annual interest rate of 8%
Employee benefits related to
Key management personnel 1,861,027 – 1,799,571 – key management personnel.
Directors, officers and other
related interests:
Employee fringe benefit loans
with annual fixed interest rate
Loans 492,051 492,051 449,157 449,157 from 0.00% to 8.00%
Fringe benefits related to
Accounts receivable 117,889 117,889 95,123 95,123 employee cars and laptop lease.
Bills purchased:
Outstanding balance – 16,196 – – Short term receivables
Net movements 16,196 – (19,433) –

Outstanding receivables from and payables to related parties, if any, arising from lease of properties,
management services and advances are unsecured, noninterest-bearing and generally settled in cash
within 12 months or upon demand.

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The Parent Bank and its subsidiaries’ retirement plans have transactions directly and indirectly with
the Parent Bank as of December 31, 2018 and 2017 as follows:

2018 2017
Amount Outstanding Amount Outstanding
of Transaction Balance of Transaction Balance
Investment in Bank shares (P
=48,339) =204,244
P =58,056
P =252,583
P
Investments in Parent Bank notes payable:
Outstanding balance – 103,900 – 103,900
Interest income 5,565 5,460 –
Accrued interest income – 171 – 367
Deposit liabilities:
Outstanding balance – 498,603 – 368,706
Net movements 129,897 – 93,136 –
Interest income on deposits 13,043 – 5,768 –
Dividend income 110 – 4,049 –

Lease of Properties
In February 2014, the Parent Bank entered into a lease agreement with UPI, whereby the latter, as a
lessee, leases one of the Parent Bank’s investment properties for a period of five years. UPI pays the
Parent Bank a monthly rent of = P95, exclusive of VAT. Refundable deposit of UPI to the Parent Bank
amounted to = P683 as of both December 31, 2018 and 2017.

Management Services
The Bank entered into a sales management agreement with FUDC whereby the latter sells UnionBank
Visa Credit Cards through its direct selling network. Under the terms of the agreement, the Parent
Bank pays a fixed monthly service fee of P =4,123 and =
P4,618 in 2018 and 2017, respectively, (net of
applicable taxes and service charges) plus commission per approved principal card.

Deposit Liabilities and Interest Expense


The deposit accounts of subsidiaries and stockholders with the Parent Bank generally earn interest
based on daily bank deposit rates.

Advances
The Parent Bank also has advances to CSB and FUDC as of December 31, 2018 and 2017. These are
generally settled in cash upon demand.

Bills Payable and Interest Expense


In 2017, CSB availed loan with Aboitiz Foundation, Inc., a related party, amounting to
=
P74,000 which is payable in five years which and bears an annual interest rate of 4.5%. This
borrowing with outstanding balance of P =73,874 and P=73,799 (net of unamortized debt issue costs) as
of December 31, 2018 and December 31, 2017, respectively, is included as part of Others under the
Bills payable account in the consolidated statements of financial position (see Note 22).

In 2018, CSB availed of short-term borrowings from AEVI, Aboitiz Power Corporation and Aboitiz
and Co., Inc., related parties under common ownership, amounting to =
P2,250,000, =
P300,000, and
=5,670,000, respectively. These were subsequently paid in the following month.
P

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Bancassurance Agreement
On January 27, 2017, the Parent Bank and its subsidiary, CSB, entered into a bancassurance
partnership (the Agreement) with Insular Life Assurance Company, Ltd. (Insular Life). Under the
Agreement, Insular Life paid the Parent Bank an amount representing Exclusive Access Fee (EAF)
with a term of 15 years. In the event that the cumulative annualized premium earned (APE) sold
during the first five year period is less than the agreed minimum amount, the Parent Bank shall refund
the proportion of EAF that equals the proportion by which the cumulative APE is less the minimum
amount. EAF recognized for 2018 and 2017 is presented as Income from bancassurance business
under Miscellaneous Income account in the statements of income. Unearned income arising from this
transaction is presented as part of Miscellaneous under Other liabilities account in the statements of
financial position (see Note 24).

Under the distribution agreement, Insular Life will have exclusive access to the branch network of the
Parent Bank and CSB. Additionally, the Parent Bank’s sales force, composed of relationship
managers and financial advisors, shall be trained and licensed to sell life insurance products. Under
the same Agreement, the Parent Bank shall earn commissions on all insurance policies sold by the
Parent Bank. Commissions earned for the years ended December 31, 2018 and 2017 are presented as
part of Others under Service charges, fees and commissions account in the statements of income
(see Note 27).

Key Management Personnel Compensation


The compensation of key management personnel for the Group and Parent Bank follows:

Group
2018 2017 2016
Short-term benefits P
=1,673,823 =1,584,646
P =1,224,869
P
Post-employment benefits 115,052 147,560 97,224
Other long-term benefits 72,152 67,365 60,533
P
=1,861,027 =1,799,571
P =1,382,626
P

Parent Bank
2018 2017 2016
Short-term benefits P
=1,486,828 =1,363,854
P =1,096,136
P
Post-employment benefits 103,092 129,683 83,255
Other long-term benefits 72,140 67,366 60,533
P
=1,662,060 =1,560,903
P =1,239,924
P

Directors’ fees incurred by the Group amounted to P=75,800 in 2018, = P60,707 in 2017, and P=59,678 in
2016, and by the Parent Bank amounted to = P66,672 in 2018, =P55,681 in 2017, =P55,031 in 2016, and
are included as part of Salaries and employee benefits account in the statements of income.

Loans and Other Transactions


In the ordinary course of business, the Group has loans, deposits and other transactions with its
related parties and with certain DOSRI. Under the Group’s existing policies, these transactions are
made substantially on the same terms and conditions as transactions with other individuals and
businesses of comparable risks. The amount of individual loans to DOSRI, of which 70% must be
secured, should not exceed the amount of the deposit and book value of their investment in the Group.
In the aggregate, loans to DOSRI generally should not exceed the total equity or 15% of the total loan
portfolio of the Group, whichever is lower.

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The following additional information is presented relative to DOSRI loans:

Group Parent Bank


2018 2017 2018 2017
Total DOSRI loans* P
=509,044 P450,006
= P
=427,749 =384,084
P
Unsecured DOSRI loans* 147,413 118,407 66,119 53,333
% of DOSRI loans to total loan
portfolio 0.2% 0.2% 0.2% 0.2%
% of unsecured DOSRI loans
to total DOSRI loans* –% –% –% –%
% of past due DOSRI loans
to total DOSRI loans –% –% –% –%
% of non-accruing DOSRI accounts
to total DOSRI loans –% –% –% –%
*Total DOSRI loans and Unsecured DOSRI loans include fringe benefits that are excluded in determining the compliance
with the individual ceiling under subsection X330.1 of the MORB.

On January 31, 2007, BSP issued Circular No. 560 which provides the rules and regulations that
govern loans, other credit accommodations and guarantees granted to subsidiaries and affiliates of
banks and quasi-banks. Under the said circular, the total outstanding exposures to each of the Parent
Bank’s subsidiaries and affiliates shall not exceed 10% of bank’s net worth, the unsecured portion of
which shall not exceed 5% of such net worth. Further, the total outstanding exposures to subsidiaries
and affiliates shall not exceed 20% of the net worth of the lending bank.

Transactions with the Retirement Plan


The retirement fund of the Group covered under defined benefit post-employment plan maintained for
qualified employees is administered by the Retirement Committee. The members of the Retirement
Committee are Senior Executives and officers of the Parent Bank as approved by the Chairman/Chief
Executive Officer. Through its Retirement Committee, it has appointed TISG as the trustee for the
retirement fund which is covered by trust agreements.

The composition of the retirement plan assets of the Parent Bank and its subsidiaries as of
December 31, 2018 and 2017 are the following:

Group Parent Bank


2018 2017 2018 2017
Investments in:
Equity securities P
=1,469,044 =1,733,146
P P
=1,230,831 =1,618,192
P
Debt securities 1,155,555 378,559 1,053,685 351,901
Bank deposits 738,575 1,121,080 539,059 999,544
Others 17,155 4,018 15,859 3,470
P
=3,380,329 =3,236,803
P P
=2,839,434 =2,973,107
P

As of December 31, 2018 and 2017, the carrying value of the fund is equivalent to its fair value.

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The retirement fund of the Group includes investments in shares of stock and notes payable of the
Parent Bank amounting to = P202,244 and = P103,900, respectively, as of December 31, 2018 and
=252,583 and P
P =103,900, respectively, as of December 31, 2017. The investment in Parent Bank
shares are primarily held for re-sale and the Group’s retirement fund does not intend to exercise its
voting rights over those shares. The terms of the investment in notes payable are discussed in
Note 23.

The combined retirement fund of the Group and the retirement funds of the Parent Bank have
deposits with the Parent Bank amounting to P
=498,603 and =P380,790, respectively, as of
December 31, 2018 and = P368,706 and =
P259,074, respectively, as of December 31, 2017.

The related dividend income, interest income and trading gain amounted to P =110, P=18,608 and nil,
respectively, in 2018, =
P4,049, P
=11,228 and nil, respectively, in 2017 and =
P4,049, =
P8,748 and =
P283,
respectively, in 2016.

Group Life Insurance from a Related Party


The Parent Bank entered into a contract with Insular Life for its group health insurance. The amount
of the group health insurance package covering October 2017 to September 2018 is at P =93,000.

32. Earnings Per Share

As of December 31, 2018, 2017 and 2016, the Group and the Parent Bank have no outstanding
potentially dilutive securities, hence, basic earnings per share are equal to diluted earnings per share.
The basic and diluted earnings per share were computed as follows:

Group
2018 2017 2016
Net profit attributable to Parent
Bank’s stockholders P
=7,316,102 =8,411,325
P =10,058,276
P
Divided by the weighted average
number of outstanding
common shares (thousands) 1,098,045 1,058,344 1,058,344
Basic and diluted earnings
per share P
=6.66 =7.95
P =9.50
P

Parent Bank
2018 2017 2016
Net profit P
=7,211,912 =8,281,948
P =10,253,503
P
Divided by the weighted average
number of outstanding
common shares (thousands) 1,098,045 1,058,344 1,058,344
Basic and diluted earnings
per share P
=6.57 =7.83
P =9.69
P

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33. Selected Financial Performance Indicators

The following are some measures of the Group and Parent Bank’s financial performance:

Group 2018 2017 2016


Return on average capital funds:

Net profit 9.0% 12.0% 16.1%


Average total capital funds

Return on average resources:

Net profit 1.2% 1.5% 2.2%


Average total resources

Net interest margin:

Net interest income 4.1% 4.8% 5.1%


Average interest-earning
resources

Liquidity ratio:

Current Assets 37.0% 49.1% 51.0%


Current Liabilities

Debt-to-equity ratio:

Liabilities 6.4:1 7.4:1 6.8:1


Equity

Asset-to-equity ratio:

Asset 7.4:1 8.4:1 7.8:1


Equity

Interest rate coverage ratio:

Earnings before interests


and taxes 1.7:1 2.5:1 3.3:1
Interest expense

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Parent Bank 2018 2017 2016


Return on average capital funds:

Net profit 8.8% 11.9% 16.5%


Average total capital funds

Return on average resources:

Net profit 1.3% 1.7% 2.7%


Average total resources

Net interest margin:

Net interest income 3.3% 3.7% 3.7%


Average interest-earning
resources

Liquidity ratio:

Current Assets 35.9% 49.9% 53.2%


Current Liabilities

Debt-to-equity ratio:

Liabilities 5.6:1 6.5:1 5.8:1


Equity

Asset-to-equity ratio:

Asset 6.6:1 7.5:1 6.8:1


Equity

Interest rate coverage ratio:

Earnings before interests


and taxes 1.8:1 2.8:1 4.0:1
Interest expense

34. Commitments and Contingent Liabilities

Leases
The Parent Bank leases various branch premises for an average period of seven years. The lease
contracts are cancellable upon mutual agreement of the parties or renewable at the Parent Bank’s
option under certain terms and conditions. Various lease contracts include escalation clauses, most of
which bear an annual rent increase of 5%. Some leases include a clause to enable adjustment of the
rental charge on an annual basis based on prevailing market rates. As of December 31, 2018
and 2017, the Parent Bank has neither a contingent rent payable nor an asset restoration obligation in
relation with these lease agreements.

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Rentals charged against current operations included as part of Occupancy account in the statements of
income are as follows:

2018 2017 2016


Group P
=664,291 =571,260
P =533,258
P
Parent Bank 525,146 484,214 447,218

The estimated minimum future annual rentals payable under non-cancellable operating leases follows:

Group
2018 2017
Within one year P
=416,346 P342,660
=
Beyond one year but within five years 1,035,874 1,132,481
Beyond five years 36,674 71,043
P
=1,484,803 =1,546,184
P

Parent Bank
2018 2017
Within one year P
=271,544 =263,515
P
Beyond one year but within five years 741,828 823,167
Beyond five years 1,467 54,386
P
=1,014,839 =1,141,068
P

The Group has entered into commercial property leases on the Group’s surplus offices. These
non-cancellable leases have remaining non-cancellable lease terms of one to four years.

Total rent income earned included under Miscellaneous income account in the statements of
income (see Note 27) by the Group and the Parent Bank for the years ended December 31, 2018,
2017 and 2016 are as follows:

2018 2017 2016


Group P
=160,713 =190,025
P =186,796
P
Parent Bank 156,276 186,357 182,613

The estimated minimum future annual rentals receivable under non-cancellable operating leases
follows:

Group
2018 2017
Within one year P
=131,424 =139,709
P
Beyond one year but within five years 189,418 133,061
Beyond five years 5,884 −
P
=326,726 =272,770
P

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Parent Bank
2018 2017
Within one year P
=116,643 =128,554
P
Beyond one year but within five years 164,341 129,668
P
=280,984 =258,222
P

Others
In the normal course of the Group’s operations, there are various outstanding commitments and
contingent liabilities such as guarantees, commitments to extend credit, which are not reflected in the
accompanying financial statements. The Group recognizes in its books any losses and liabilities
incurred in the course of its operations as soon as these become determinable and quantifiable.
Management believes that, as of December 31, 2018, no additional material losses or liabilities are
required to be recognized in the accompanying financial statements as a result of the above
commitments and transactions.

Following is a summary of the Parent Bank’s commitments and contingent accounts:

2018 2017
Trust department accounts P
=45,568,784 =42,074,269
P
Inward bills for collections 32,323,461 17,221,005
Unused commercial letters of credit 3,041,698 4,038,136
Outstanding guarantees issued 573,842 665,451
Late deposits/payments received 63,446 5,642
Outward bills for collection 41,377 32,288
Other contingent accounts 3,148 3,016

There are several suits, assessments or notices and claims that remain unsettled. Management
believes, based on the opinion of its legal counsels, that the ultimate outcome of such suits,
assessments and claims will not have a material effect on the Group’s and the Parent Bank’s financial
position and results of operations.

UPI acts as the project and fund manager of Kingswood Project. As fund manager, UPI is
responsible for the treasury and money management as well as arranging the necessary facilities and
accounting for the development of the project. UPI also receives a certain percentage of the sales
price related to Kingswood Project as sales commission and to compensate for the marketing
expenses incurred.

35. Notes to the Statements of Cash Flows

Non-cash investing activities include the following:


∂ Reclassification of investment securities at amortized cost under the HTC business model with
carrying amount of P =18.0 billion to FVOCI category and with total fair value of P
=19.4 billion as
at January 1, 2018 (see Note 12).
∂ Bond exchange transaction with a foreign issuer, where the Parent Bank exchanged its
outstanding securities at amortized cost with carrying amount of $35.58 million
(P
=1.86 billion) for new 30-year securities with face amount of $37.10 million (P=1.94 billion)
(see Note 12).

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Presented below is the supplemental information on the Group’s and Parent Bank’s liabilities arising
from financing activities:

Group
Notes and Bonds
LTNCD Bills Payable Payable Total
Balance at January 1, 2018 P
=3,000,000 P
=43,070,825 P
=32,128,177 P
=78,199,002
Cash flows from financing activities:
Additions 3,000,000 657,746,587 11,013,685 671,760,272
Repayment of borrowings − (613,840,876) − (613,840,876)
Issuance of new shares − − − −
Effect of business combinations − 4,323,571 36,806 4,360,377
Non-cash financing activities:
Effects of foreign exchange rate changes − (335,634) 1,325,000 989,366
Amortization of debt issue cost − − 18,398 18,398
Balance as of December 31, 2018 P
=6,000,000 P
=90,964,473 P
=44,522,066 P
=141,486,539

Balance at January 1, 2017 =3,000,000


P =48,100,192
P =7,200,000
P =58,300,192
P
Cash flows from financing activities:
Additions − 165,702,992 25,097,553 190,800,545
Repayments of borrowings − (170,590,655) − (170,590,655)
Non-cash financing activities:
Effects of foreign exchange rate changes − (141,704) (170,000) (311,704)
Amortization of debt issue cost − − 624 624
Balance as of December 31, 2017 =3,000,000
P =43,070,825
P =32,128,177
P =78,199,002
P

Parent Bank
Notes and Bonds
LTNCD Bills Payable Payable Total
Balance at January 1, 2018 P
=3,000,000 P
=29,009,719 P
=32,306,823 P
=64,316,542
Cash flows from financing activities:
Additions 3,000,000 638,874,784 10,863,685 652,738,469
Repayment of borrowings − (602,798,238) − (602,798,238)
Issuance of new shares − − − −
Non-cash financing activities:
Effects of foreign exchange rate changes − (335,634) 1,325,000 989,366
Amortization of debt issue cost − − 18,398 18,398
Balance as of December 31, 2018 P
=6,000,000 P
=64,723,631 P
=44,513,906 P
=115,264,537

Balance at January 1, 2017 =3,000,000


P =39,166,961
P =7,200,000
P =49,366,961
P
Cash flows from financing activities:
Additions − 111,174,648 25,097,553 136,272,201
Repayments of borrowings − (121,190,186) − (121,190,186)
Non-cash financing activities:
Effects of foreign exchange rate changes − (141,704) (170,000) (311,704)
Amortization of debt issue cost − − 624 624
Balance as of December 31, 2017 =3,000,000
P =29,009,719
P =32,128,177
P =64,137,896
P

36. Events After the End of the Reporting Period

Dividend Declaration
On January 25, 2019, the Parent Bank’s BOD approved the declaration of cash dividends at =P1.90 per
share or for a total of =
P2,312,584 based on the outstanding common stock of 1,217,149,512 shares as
of December 31, 2018. Record date for stockholders entitled to said cash dividend is
February 11, 2019 while payment is expected to be made on February 28, 2019.

*SGVFS032841*
- 148 -

37. Supplementary Information Required Under Revenue Regulations 15-2010

Presented below is the supplementary information required by the Bureau of Internal Revenue (BIR)
under RR 15-2010 to be disclosed as part of the notes to financial statements. This supplementary
information is not a required disclosure under PFRS.

Gross Receipts Tax


In lieu of the value-added tax (VAT), the Parent Bank is subject to the GRT imposed on all banks and
non-bank financial intermediaries pursuant to Section 121 of the Tax Code.

The Parent Bank reported total GRT amounting to P =809,792 in 2018 as shown under Taxes and
Licenses account. Total GRT payable as of December 31, 2018 amounted to = P73,893 and is included
as part of Accrued taxes and other expenses under Other liabilities account in the 2018 statement of
financial position (see Note 24).

Documentary Stamp Tax


The Bank is enrolled under the Electronic DST System. In general, the Parent Bank’s DST
transactions arise from the execution of debt instruments, security documents, and bills of exchange.
For the year ended December 31, 2018, DST affixed amounted to = P1,917,964.

Withholding Taxes
The details of total withholding taxes for the year ended December 31, 2018 are shown below:

Final =1,291,618
P
Expanded 693,561
Compensation and benefits 180,729
=2,165,908
P

Taxes and Licenses


The details of taxes and licenses in 2018 of the Parent Bank are as follows:

GRT =809,792
P
DST 895,821
Real property tax 36,838
Fringe benefit tax (FBT) 36,377
Local and business permits 30,262
Miscellaneous 3,678
Less:
FBT charged to employee benefits 36,377
=1,776,391
P

Excise Taxes
The Parent Bank does not have excise taxes accrued since it did not have any transactions subject to
excise tax.

Claim for Refund


The Parent Bank has a pending claim for refund of taxes arising from the BIR’s denial of the Parent
Bank’s applications for administrative abatement in 2007. On August 5, 2013, the CTA granted the
claim for refund, ordering the BIR to refund or issue a tax credit certificate to the Parent Bank in the
amount of P=90,923. The CTA en banc affirmed this decision on July 14, 2014. The BIR
subsequently appealed this decision before the Supreme Court.

*SGVFS032841*
- 149 -

On July 4, 2018, the Supreme Court affirmed the CTA decision granting the Bank’s claim for refund
amounting to =
P90,923. On September 12, 2018, the BIR filed a Motion for Reconsideration of the
Supreme Court’s Resolution.

Deficiency DST
The Parent Bank has been assessed by the BIR for alleged deficiency DST on its Power Savings
Account (“PSA”) in the amounts of =P22,882, = P5,815, =P34,506 and =P55,852 for taxable years 1994,
1995, 1996 and 1997, respectively, and on its deficiency final withholding tax on onshore income for
taxable years 1994, 1996 and 1997 in the total amount of =P21,174, which was reduced by the Court of
Tax appeals to =P10,830. On February 6, 2019, the Bank received the Supreme Court decision dated
November 21, 2018 dismissing the Bank’s Petition for Review and ordering it to pay the aggregate
amount of P =129,885 for DST and final withholding tax on onshore income, plus 20% delinquency
interest per annum from July 16, 2001 until fully paid. In view of the recent signing into law of
Republic Act No. 11213 or the 2019 Tax Amnesty Law, the Bank is currently assessing its position
on the matter.

Other Required Tax Information


The Parent Bank has not paid or accrued any excise taxes or customs’ duties and tariff fees as it had
no importation for the year ended December 31, 2018.

*SGVFS032841*
UNION BANK OF THE PHILIPPINES AND SUBSIDIARIES
INDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
DECEMBER 31, 2018

A. Statement of Management’s Responsibility for the Financial Statements

B. Independent Auditors’ Report on the SEC Supplementary Schedules


Filed Separately from the Basic Financial Statements

C. Schedule of Selected Financial Performance Indicators for December 31, 2018 and 2017

D. List of Supplementary Information

Supplementary Schedules to Financial Statements (Form 17-A, Item 7)

Schedule Content Page

A Financial Assets 1
Financial Assets at Fair Value Through Profit or Loss
Financial Assets at Amortized Cost
Financial Assets at Fair Value Through Other Comprehensive Income
B Amounts Receivable from Directors, Officers, Employees, Related Parties
and Principal Stockholders (Other than Affiliates) 5
C Amounts Receivable from Related Parties which are eliminated during the
Consolidation of Financial Statements 6
D Intangible/ Other Assets 7
E Long-term Debt 8
F Indebtedness to Related Parties (Long-term Loans from Related Companies) *
G Guarantees of Securities of Other Issuers *
H Capital Stock 9

Supplementary Schedule of All the Effective Standards and Interpretations


as of December 31, 2018

Reconciliation of Surplus Free Available for Dividend Declaration

Map Showing the Relationship Between and Among the Bank and its Related Entities

* These schedules and supplementary information are not included as these are not applicable to the Group.
UNION BANK OF THE PHILIPPINES AND SUBSIDIARIES
UnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road
Ortigas Center, Pasig City

Selected Financial Performance Indicators


December 31, 2018 and 2017

2018 2017

Return on average capital funds

Net profit
9.0% 12.0%
Average total capital funds

Return on average resources

Net profit
1.2% 1.5%
Average total resources

Net interest margin

Net interest income


4.1% 4.8%
Average interest-earning resources

Liquidity ratio

Current Assets
37.0% 49.1%
Current Liabilities

Debt-to-equity ratio

Liabilities
6.4:1 7.4:1
Equity

Asset-to-equity ratio

Asset
7.4:1 8.4.:1
Equity

Interest rate coverage ratio

Earnings before interests and taxes


1.7:1 2.5:1
Interest expense
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule A - Financial Assets
December 31, 2018

Number of
Shares or Amount Shown in the Value Based on Market
Income Received
Name of Issuing Entity and Association of Each Issue Principal Statement of Financial Quotation at Statement of
and Accrued
Amount of Bonds Position Condition Date
and Notes

FINANCIAL ASSETS AT FAIR VALUE


THROUGH PROFIT OR LOSS

Debt Securities

Republic of the Philippines 3,517,065,000 P 3,366,224,886 P 3,366,224,886 P 26,397,447


Republic of the Indonesia 1,314,500,000 1,336,077,255 1,336,077,255 8,136,388
PT Indonesia Asahan Aluminium (Persero) 105,160,000 108,008,784 108,008,784 236,855
Power Finance Corporation Ltd. 420,640,000 408,458,265 408,458,265 1,868,343

Total Debt Securities P 5,218,769,190 P 5,218,769,190 P 36,639,033

Equity Securities

SMC Series 2C 33,049,760 P 2,511,781,760 P 2,511,781,760 P 198,298,560

Alabang Country Club, Inc. - A 2 10,600,000 10,600,000 -


Alabang Country Club, Inc. - B 1 5,300,000 5,300,000 -
Alta Vista Golf & Country Club 1 - - -
Baguio Country Club, Corporation 1 2,400,000 2,400,000 -
Batulao Golf & Mountain Resort, Inc. 6 - - -
Calatagan Golf Club, Inc. 3 150,000 150,000 -
Canlubang Golf & Country Club,Inc. 2 2,000,000 2,000,000 -
Capitol Hills Golf & Country Club, Inc. 28 - - -
Cebu Country Club (certified true copy only) 1 5,000,000 5,000,000 -
Celebrity (Sports) Plaza, Inc. 1 180,000 180,000 -
City Sports Club Cebu 1 - - -
Club Filipino 1 180,000 180,000 -
Club Strata 1 - - -
Green Valley Country Club (Baguio) 1 - - -
Green Valley Country Club (Pasig) 1 - - -
Iloilo Golf & Country Club 2 - - -
Makati Sports Club 3 1,200,000 1,200,000 -
Makati Sports Club 4 1,680,000 1,680,000 -
Manila Polo Club 5 81,750,000 81,750,000 -
Manila Southwoods Golf & Country Club 2 1,600,000 1,600,000 -
Mt. Malarayat Golf & Country Club 1 250,000 250,000 -
Palms Country Club 1 450,000 450,000 -
Pueblo De Oro Golf And Country Club Inc. 1 450,000 450,000 -
Quezon City Sports Club 1 480,000 480,000 -
The Country Club at Tagaytay Highlands 1 200,000 200,000 -
Tagaytay Highlands International Golf Club, Inc. 1 550,000 550,000 -
Tagaytay Midlands Golf Club 1 550,000 550,000 -
The Metropolitan Club, Inc. - A 10 2,000,000 2,000,000 -
The Metropolitan Club, Inc. - B 13 2,600,000 2,600,000 -
The Orchard Golf & Country Club 1 380,000 380,000 -
Tower Club, Inc. 2 260,000 260,000 -
Valley Golf & Country Club, Inc. 1 280,000 280,000 -

120,490,000 120,490,000 -

ABACORE CAPITAL 256,000 P 156,160 P 156,160 P -


ABACORE CAPITAL (ABACUS) 200,000 122,000 122,000 -
ABOITIZ EQUITY VENTURES, INC. - - - 19,149
ANSCOR 31,250 203,125 203,125 15,625
ARANETA PROP( INT. CHROME) A 544 941 941 -
ASIA BEST GROUP INTERNATIONAL, INC.. formerly AGP INDUSTRIAL CORP.4 - A (Halted – Prev. Close
10410/24/01) 104 -
BENGUET CORP. -A 355 533 533 -
BENGUET CORP. -B 1,702 2,553 2,553 -

1
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule A - Financial Assets
December 31, 2018

Number of
Shares or Amount Shown in the Value Based on Market
Income Received
Name of Issuing Entity and Association of Each Issue Principal Statement of Financial Quotation at Statement of
and Accrued
Amount of Bonds Position Condition Date
and Notes

BDO - Equitable PCI Inc 72 9,418 9,418 -


COSCO Capital formerly ALCORN GOLD RESOURCES – B 99,000 664,290 664,290 -
EMPIRE EAST 5,857,808 2,841,037 2,841,037 -
GLOBAL ESTATES RESORT (formerly Fil-Estate Land) 760,500 859,365 859,365 -
ISM COMMUNICATIONS CORP. 5,588 33,696 33,696 -
KEPPEL PHIL. PROPERTIES - A 593 2,206 2,206 -
LEISURE & RESORTS WORLD CORP – A 166 541 541 -
IMPERIAL RESOURCES INC – A 30 56 56 -
MABUHAY HOLDINGS, INC. 170,000 100,300 100,300 -
METRO ALLIANCE (formerly Marsman & Company, Inc.) 645,000 1,348,050 1,348,050 -
OMICO MINING & INDUSTRIAL CORP. 800 480 480 -
PETRON 249,100 1,920,561 1,920,561 37,365
PHILIPPINE DEPOSITORY & TRUST CORP. (formely Phil. Central Depository, Inc.)
5,228 1,336,605 1,336,605 -
PHILODRILL CORP.- B (CLASS A and B are considered the same) 280,554 3,647 3,647 -
PLDT 14 19,110 19,110 -
PRIME MEDIA HOLDINGS (FIRST E BANK) 939 1,155 1,155 -
PROJECT QUEST 8,750,000 46,120,407 46,120,407 875,000
REPUBLIC GLASS 733,000 1,920,460 1,920,460 54,975
SHANG PROP (formerly KOUK) 147,142 459,083 459,083 28,767
WELLEX INDS., INC.(REPUBLIC RESOURCES) 333 82 82 -

58,125,965 58,125,965 1,030,881

Total Equity Securities P 2,690,397,725 P 2,690,397,725 P 199,329,441

Derivative Assets

ANZ Bank - MEL P 511,725 P 511,725 P -


ANZ Bank - MNL 23,935,957 23,935,957 -
Bangkok Bank - MNL 14,256,048 14,256,048 -
Bataan 2020 Inc. - MNL 912,490 912,490 -
BDO -MNL 91,748,025 91,748,025 -
BNP - PAR 975,271 975,271 -
Chinabank - MNL 7,144,984 7,144,984 -
Citibank- MNL 234,103 234,103 -
Citibank - SIN 227,722 227,722 -
Commerzbank - FFT 30,722 30,722 -
Essel Propack PI - MNL 900,150 900,150 -
First Circle GF Corp - MNL 16,513,548 16,513,548 -
Goldman - LDN 357,566 357,566 -
ING Bank - MNL 2,032,311 2,032,311 -
IREMIT - MNL 12,269,020 12,269,020 -
JP Morgan - MNL 10,303,652 10,303,652 -
JP Morgan - SIN 52,283 52,283 -
Mandarin Securities - MNL 182 182 -
MBTC - MNL 36,289,272 36,289,272 -
Micro Mechanics TII - MNL 7,176 7,176 -
Monark EC - MNL 424,289 424,289 -
Petron Corp - MNL 12,780,406 12,780,406 -
RCBC - MNL 8,722,526 8,722,526 -
SBC - MNL 315,500 315,500 -
Standard Chartered Bank - MNL 17,373,313 17,373,313 -
Standard Chartered Bank - LDN 6,640,620 6,640,620 -
Sutherland Global SPI- MNL 3,532,095 3,532,095 -
Unioil Phil Inc - MNL 55,492,617 55,492,617 -
Unionbank of Switzerland - ZUR 856,498 856,498 -
Republic of the Philippines 49,688,100 49,688,100 -

2
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule A - Financial Assets
December 31, 2018

Number of
Shares or Amount Shown in the Value Based on Market
Income Received
Name of Issuing Entity and Association of Each Issue Principal Statement of Financial Quotation at Statement of
and Accrued
Amount of Bonds Position Condition Date
and Notes

Total Derivative Asssets 374,528,171 374,528,171 -

Total - Financial Assets at Fair Value through Profit or Loss P 8,283,695,086 P 8,283,695,086 P 235,968,474

FINANCIAL ASSETS AT AMORTIZED COST

Government bonds and other debt securities

ABU DHABI NATIONAL ENERGY CO. (TAQA) 736,120,000 P 824,136,433 P 792,757,073 P 30,167,143
BHARAT PETROLEUM CORP LTD 3,496,570,000 3,335,101,126 3,292,681,323 48,316,051
BRESIL (REPUBLIQUE FEDERATIVE DU) 9,096,340,000 9,900,601,092 9,750,945,752 434,171,320
CHINA NATIONAL OFFSHORE OIL CORPORATION 1,498,530,000 1,481,862,370 1,421,985,088 63,072,923
ECOPETROL SA 2,103,200,000 2,074,337,991 1,975,535,760 50,110,662
GAZPROM PJSC 4,048,660,000 4,890,489,631 4,503,284,031 289,569,832
INDIAN RAILWAY FINANCE 683,540,000 636,838,356 628,412,499 5,371,663
Indonesia Asahan Aluminium (Persero) 2,629,000,000 2,716,673,702 2,700,219,610 5,358,853
KINGDOM OF SAUDI ARABIA 8,602,088,000 8,396,017,364 8,016,808,820 277,368,738
NTPC LIMITED 2,471,260,000 2,380,301,939 2,354,633,879 21,168,399
ORIENTAL REPUBLIC OF URUGUAY 262,900,000 375,108,641 344,264,921 19,176,763
PERUSAHAAN LISTRIK NEGARA(PLN) INDONESIA 5,194,904,000 5,739,045,817 5,241,783,276 265,785,209
PETROLEOS MEXICANOS - PEMEX 10,971,847,568 8,749,551,876 9,273,736,034 352,738,091
PETROLIAM NASIONAL BERHAD - MALAYSIA 683,540,000 2,576,383,513 672,350,450 23,350,619
POWER FINANCE CORP 1,892,880,000 1,899,608,766 1,838,062,195 7,778,773
POWER SECTOR ASSET & LIABILITY MANAGEMENT 2,431,825,000 2,478,578,807 2,469,469,651 168,081,610
PT PERTAMINA(PERSERO) - JAK 1,340,790,000 1,549,556,822 1,379,989,967 85,361,850
REPUBLIC OF CHILE 2,103,200,000 2,151,005,975 1,957,216,888 76,187,254
REPUBLIC OF COLOMBIA 4,521,880,000 5,043,780,256 4,621,963,927 255,789,823
REPUBLIC OF INDONESIA 22,430,628,000 24,855,215,292 23,824,124,297 615,607,625
REPUBLIC OF PERU 1,682,560,000 2,616,320,448 2,476,307,680 156,298,659
REPUBLIC OF THE PHILIPPINES 25,014,701,440 25,827,095,313 24,302,581,637 977,620,559
REPUBLIC OF TURKEY 2,997,060,000 3,022,786,003 2,469,375,007 175,927,084
SINOPEC GROUP OVERSEAS DEVELOPMENT LIMITED 2,176,812,000 2,161,789,334 2,031,076,224 84,961,387
STATE OF QATAR 10,391,806,040 10,894,740,388 10,675,564,797 352,772,581
SULTANATE OF OMAN 683,540,000 733,775,231 553,168,416 44,525,163
US TREASURY N/B 2,629,000,000 2,656,716,526 2,527,947,813 59,279,063
REPUBLIC OF THE PHILIPPINES 52,621,857,026 60,040,892,478 47,378,786,810 2,583,169,390

Total Government bonds and other debt securities 200,008,311,490 179,475,033,825 7,529,087,087

Private bonds and commercial papers

JG Summit 136,708,000 137,186,320 134,780,417 7,928,879


FMIC - MNL 45,370,000 45,370,000 45,364,212 2,892,610

182,556,320 180,144,629 10,821,489

Less: Allowance for credit losses ( 17,137,893 ) 0 0

Total - Financial Assets at Amortized Cost P 200,173,729,917 P 179,655,178,454 P 7,539,908,576

FINANCIAL ASSETS AT FAIR VALUE THROUGH


OTHER COMPREHENSIVE INCOME

Government bonds and other debt securities

Republic of the Philippines 5,304,730,000 P 5,085,139,535 P 5,085,139,535 P 54,240,623


Vista Land & Lifescapes, Inc. 2,450,228,000 2,518,417,845 2,518,417,845 6,525,433

3
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule A - Financial Assets
December 31, 2018

Number of
Shares or Amount Shown in the Value Based on Market
Income Received
Name of Issuing Entity and Association of Each Issue Principal Statement of Financial Quotation at Statement of
and Accrued
Amount of Bonds Position Condition Date
and Notes

Power Finance Corp. 1,051,600,000 1,021,145,664 1,021,145,664 4,491,209


Ooredoo (formerly QTEL) 788,700,000 804,521,322 804,521,322 3,623,091
Power Sector Asset & Liability Management 328,099,200 333,178,176 333,178,176 2,246,568

Total Government bonds and other debt securities 9,762,402,542 9,762,402,542 71,126,924

Equity Securities

BANCNET 50,000 P 5,000,000 P 5,000,000 P 1,262,000


BAP CONSULTING , INC. 12,500 1,250,000 1,250,000 -
BAP-Credit Bureau - 50,000 50,000 -
Coop Society Swift - 3,139 3,139 -
Cruztelco 30 3,000 3,000 -
Cruztelco 30 3,000 3,000 -
Cruztelco 30 3,000 3,000 -
Eastern Visayas Tel Co. 100 5,000 5,000 -
Fixed Income Exchange 125,000 1,250,000 1,250,000 -
Local Government Unit Guaranty Corporation 50,000 5,000,000 5,000,000 -
LOCAL GOVT. UNIT GUARANTY CORP. 50,000 5,000,100 5,000,100 -
Makati Executive Center 1 31,500 31,500 -
Meralco 3,260 32,600 32,600 -
Meralco 2,088 20,880 20,880 -
Meralco 4,306 43,060 43,060 -
Meralco 241 2,410 2,410 -
Meralco 12,039 120,390 120,390 -
Metropolitan Threater 1 40,000 40,000 -
NAWASA - 150 150 -
Nationwide Development Corporation 10,726,700 8,814,010 8,814,010 -
PHIL. CLEARING HOUSE CORP. 21,000 5,000,000 5,000,000 2,118,480
PHILAM 2 1,000,000 1,000,000 -
Philam Properties Corp. - 500,000 500,000 -
Philippine Dealing System Holdings Corporation (formerly
31,690 3,169,000 3,169,000 4,745,856
Philippine Central Depository Incorporated)
Philippine Clearing House Corporation 21,500 2,150,000 2,150,000 -
PILTEL 75 6,000 6,000 -
Rockwell Land Corporation 2 700,000 700,000 -
Steel Asia - 13,439,870 13,439,870 -

Total Equity Securities 52,637,109 52,637,109 8,126,336

Total - Financial Assets at Fair value through OCI P 9,815,039,651 P 9,815,039,651 P 79,253,260

GRAND TOTAL P 218,272,464,654 P 197,753,913,191 P 7,855,130,310

4
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties)
December 31, 2018

Balance at Deductions Ending Balance


Balance at End
Name and Designation of Debtor Beginning of Additions Amounts Amounts
Current Not Current of Year
Year Collected Written-off

RECEIVABLES FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES AND PRINCIPAL STOCKHOLDERS
ARE WITHIN THE ORDINARY COURSE OF BUSINESS OF THE BANK

5
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule C - Amounts Receivable from Related Parties which are Eliminated during the Consolidation of Financial Statements
December 31, 2018

Balance at Deductions Ending Balance Balance at End


Name and Designation of Debtor Beginning of Additions Amounts Amounts
Current Not Current of Year
Year Collected Written-off
City Savings Bank, Inc. (Subsidiary) P 1,258,493 P - ( P 1,258,493 ) P - P - P - P -
First Union Direct Corporation (Subsidiary) 626,018 214,361 - - - - 840,379
First Union Insurance and Financial Agencies, Inc.
- 5,379 - - - - 5,379
(Subsidiary)

P 1,884,511 P 219,740 ( P 1,258,493 ) P - P - P - P 845,758

6
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule D - Intangible/Other Assets
December 31, 2018

Other Changes
Charged to Cost and Charged to Other Additions
Description Beginning Balance Additions at Cost Expenses Accounts (Deductions) Ending Balance

Goodwill P 11,258,251,349 P 4,468,016,137 P - P - P - P 15,726,267,486


Computer software * 674,496,812 530,007,990 ( 166,922,595 ) - 100,920,349 1,138,502,556
Branch License* 118,504,743 - - - - 118,504,743
Prepayments*
Insurance 94,022,568 248,325,414 ( 229,634,690 ) - 310,642 113,023,934
Rental 10,367,649 51,008,816 ( 28,175,356 ) - - 33,201,109
Software maintenance ( 10,060,552 ) 508,568,635 ( 434,012,220 ) - 9,408,169 73,904,032
Uniforms 13,798,753 24,990,630 ( 10,210,489 ) - - 28,578,894
Taxes and licenses 51,633,809 121,206,419 ( 64,736,334 ) - - 108,103,894
Group hospitalization plan 7,139,985 164,348,238 ( 138,853,448 ) - - 32,634,775
Deferred transaction costs 75,777,316 63,000,190 ( 20,293,500 ) - - 118,484,006
Membership fees 5,169,046 102,894,822 ( 106,615,776 ) - - 1,448,092
Newspaper subscription 177,023 - - - - 177,023
Others ( 3,095,821 ) 409,981,568 ( 364,820,771 ) - 18,638,144 60,703,120
244,929,776 1,694,324,732 ( 1,397,352,584 ) - 28,356,955 570,258,879

Grand Total P 12,296,182,680 P 6,692,348,859 ( P 1,564,275,179 ) P - P 129,277,304 P 17,553,533,664

* - under Other Resources P 1,827,266,178

7
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule E - Long-term Debt
December 31, 2018

Amount Shown Under Amount Shown Under


Caption"Current Portion of Long- Caption"Long-term Debt" in
Title of Issue and Type of Obligation Amount Authorized by Indenture
term Debt" in Related Statement related Statement of Financial
of Financial Position Condition

Euro Medium-Term Note (Senior Debt) P 52,580,000,000 P 0 P 26,233,745,810


Long Term Negotiable Certificate of
20,000,000,000 0 3,000,000,000
Deposit 2023
Senior Fixed Rate Bonds 11,000,000,000 0 10,901,514,073
Unsecured Subordinated Notes 10,000,000,000 0 7,200,000,000
Long Term Negotiable Certificate of
5,000,000,000 3,000,000,000 0
Deposit 2019
Bills Payable 1,430,747,983 0 1,430,747,983
Loans Payable 150,000,000 0 150,000,000

Details: Maturity Dates Interest Rates


Euro Medium-Term Note (Senior Debt) November 29, 2022 3.369%
Long Term Negotiable Certificate of
Deposit 2023 August 21, 2023 4.375%
Senior Fixed Rate Bonds December 7, 2020 7.061%
Unsecured Subordinated Notes February 20, 2025 5.375%
Long Term Negotiable Certificate of
Deposit 2019 April 18, 2019 3.500%
Bills Payable April 24, 2028 2.88%, 2.97%, 3.05%
Loans Payable May 31, 2023 5.750%

8
Union Bank of the Philippines and Subsidiaries
SEC Released Amended SRC Rule 68
Annex 68-E
Schedule H - Capital Stock
December 31, 2018

Number of Shares Number of Shares Held by


Issued and Number of Shares
Number of Shares Outstanding as Shown Reserved for Options, Directors,
Title of Issue
Authorized Under the Related Warrants, Conversion Related Parties Officers and Others
Statement of and Other Rights Employees
Condition Caption

Common Stock 1,311,422,420 1,217,149,512 - 799,028,650 31,578,062 386,542,800

Preferred Stock 100,000,000 - - - - -

9
SUPPLEMENTARY SCHEDULE OF ALL THE EFFECTIVE STANDARDS
AND INTERPRETATIONS

PHILIPPINE FINANCIAL REPORTING STANDARDS


AND INTERPRETATIONS Not Not
Effective as of December 31, 2018 Adopted Adopted Applicable
Framework for the Preparation and Presentation of
Financial Statements
ü
Conceptual Framework Phase A: Objectives and qualitative
characteristics
PFRS Practice Statement Management Commentary ü
Philippine Financial Reporting Standards
PFRS 1 First-time Adoption of Philippine Financial
ü
Reporting Standards
PFRS 2 Share-based Payment ü
Amendments to PFRS 2, Classification and
Measurement of Share-based Payment ü
Transactions
PFRS 3 Business Combinations ü
PFRS 4 Insurance Contracts ü
Amendments to PFRS 4, Applying PFRS 9
Financial Instruments with PFRS 4 ü
Insurance Contracts
PFRS 5 Non-current Assets Held for Sale and
ü
Discontinued Operations
PFRS 6 Exploration for and Evaluation of Mineral
ü
Resources
PFRS 7 Financial Instruments: Disclosures ü
PFRS 8 Operating Segments ü
PFRS 9 Financial Instruments ü
PFRS 10 Consolidated Financial Statements ü
PFRS 11 Joint Arrangements ü
PFRS 12 Disclosure of Interests in Other Entities ü
PFRS 13 Fair Value Measurement ü
PFRS 14 Regulatory Deferral Accounts ü
PFRS 15 Revenue from Contracts with Customers ü
Philippine Accounting Standards
PAS 1 Presentation of Financial Statements ü
PAS 2 Inventories ü
PAS 7 Statement of Cash Flows ü
PAS 8 Accounting Policies, Changes in Accounting
ü
Estimates and Errors

1
PHILIPPINE FINANCIAL REPORTING STANDARDS
AND INTERPRETATIONS Not Not
Effective as of December 31, 2018 Adopted Adopted Applicable
PAS 10 Events after the Reporting Period ü
PAS 12 Income Taxes ü
PAS 16 Property, Plant and Equipment ü
PAS 17 Leases ü
PAS 19 Employee Benefits ü
PAS 20 Accounting for Government Grants and
ü
Disclosure of Government Assistance
PAS 21 The Effects of Changes in Foreign Exchange
ü
Rates
PAS 23 Borrowing Costs ü
PAS 24 Related Party Disclosures ü
PAS 26 Accounting and Reporting by Retirement
ü
Benefit Plans
PAS 27 Separate Financial Statements ü
PAS 28 Investments in Associates and Joint Ventures ü
Amendments to PAS 28, Measuring an
Associate or Joint Venture at Fair Value
ü
(Part of Annual Improvements to PFRSs
2014 - 2016 Cycle)
PAS 29 Financial Reporting in Hyperinflationary
ü
Economies
PAS 32 Financial Instruments: Presentation ü
PAS 33 Earnings per Share ü
PAS 34 Interim Financial Reporting ü
PAS 36 Impairment of Assets ü
PAS 37 Provisions, Contingent Liabilities and
ü
Contingent Assets
PAS 38 Intangible Assets ü
PAS 39 Financial Instruments: Recognition and
ü
Measurement
PAS 40 Investment Property ü
Amendments to PAS 40, Transfers of
ü
Investment Property
PAS 41 Agriculture ü
Philippine Interpretations
Philippine Changes in Existing Decommissioning,
Interpretation Restoration and Similar Liabilities ü
IFRIC-1

2
PHILIPPINE FINANCIAL REPORTING STANDARDS
AND INTERPRETATIONS Not Not
Effective as of December 31, 2018 Adopted Adopted Applicable
Philippine Members’ Shares in Co-operative Entities
Interpretation and Similar Instruments ü
IFRIC-2
Philippine Determining whether an Arrangement
Interpretation contains a Lease ü
IFRIC-4
Philippine Rights to Interests arising from
Interpretation Decommissioning, Restoration and ü
IFRIC-5 Environmental Rehabilitation Funds
Philippine Liabilities arising from Participating in a
Interpretation Specific Market—Waste Electrical and ü
IFRIC-6 Electronic Equipment
Philippine Applying the Restatement Approach under
Interpretation PAS 29 Financial Reporting in ü
IFRIC-7 Hyperinflationary Economies
Philippine Interim Financial Reporting and Impairment
Interpretation ü
IFRIC-10
Philippine Service Concession Arrangements
Interpretation ü
IFRIC-12
Philippine PAS 19—The Limit on a Defined Benefit
Interpretation Asset, Minimum Funding Requirements and ü
IFRIC-14 their Interaction
Philippine Hedges of a Net Investment in a Foreign
Interpretation Operation ü
IFRIC-16
Philippine Distributions of Non-cash Assets to Owners
Interpretation ü
IFRIC-17
Philippine Extinguishing Financial Liabilities with
Interpretation Equity Instruments ü
IFRIC-19
Philippine Stripping Costs in the Production Phase of a
Interpretation Surface Mine ü
IFRIC-20
Philippine Levies
Interpretation ü
IFRIC-21
Philippine Foreign Currency Transactions and Advance
Interpretation Consideration ü
IFRIC-22

3
PHILIPPINE FINANCIAL REPORTING STANDARDS
AND INTERPRETATIONS Not Not
Effective as of December 31, 2018 Adopted Adopted Applicable
Philippine Introduction of the Euro
Interpretation ü
SIC-7
Philippine Government Assistance—No Specific
Interpretation Relation to Operating Activities ü
SIC-10
Philippine Operating Leases—Incentives
Interpretation ü
SIC-15
Philippine Income Taxes—Changes in the Tax Status
Interpretation of an Entity or its Shareholders ü
SIC-25
Philippine Evaluating the Substance of Transactions
Interpretation Involving the Legal Form of a Lease ü
SIC-27
Philippine Service Concession Arrangements:
Interpretation Disclosures ü
SIC-29
Philippine Intangible Assets—Web Site Costs
Interpretation ü
SIC-32

4
UNION BANK OF THE PHILIPPINES
UnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road
Ortigas Center, Pasig City

Reconciliation of Surplus Free Available for Dividend Declaration


For the Year Ended December 31, 2018
(Amounts in Thousands of Philippine Pesos)

Unappropriated Retained Earnings at Beginning of Year, as Previously Reported P 58,737,943

Adjustments
Accumulated equity in net profit of subsidiaries ( 10,564,418 )
Deferred tax assets ( 3,591,997 )
Accumulated fair value gains on investment properties ( 3,862,656 )
Effect of adoption of PFRS 9, Financial Instruments 2,014,149
Effect of prior period adjustments of a subsidiary ( 640,589 )
Effect of adoption of PFRS 9 of subsidiaries ( 373,034 )

Unappropriated Retained Earnings Available for


Dividend Declaration at Beginning of Year, as Adjusted 41,719,398

Net Profit Realized during the Year


Net profit per audited financial statements 7,211,912
Non-actual/unrealized income, net of tax
Share in net profit of subsidiaries, net of dividends received P 1,775,210
Benefit from deferred tax asset 955,749
Unrealized foreign exchange gain 108,431
Net fair value gains on investment properties and other foreclosed assets 519,650 ( 3,359,040 )

3,852,872

Other Transactions During the Year


Cash dividends 2,010,853
Appropriation of retained earnings 1,639,894 ( 3,650,747 )

Unappropriated Retained Earnings Available for


Dividend Declaration at End of Year P 41,921,523
UNION BANK OF THE PHILIPPINES AND SUBSIDIARIES
UnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road,
Ortigas Center, Pasig City

Map Showing the Relationship Between and Among the Bank


and its Related Entities**
December 31, 2018

CONGLOMERATE MAPPING
Aboitiz Equity
Ventures, Inc.

Union Bank of the


Philippines*

UnionBank
Interventure Capital
Union Properties, Inc. City Savings Bank, Inc. Currency Brokers UBP Securities, Inc. UnionData Corp.
Corporation
100% 99.78% Corporation 100% 100%
60%
100%
inactive inactive inactive inactive

First Union First-Agro First-Agro


First Union Plans, First Union Direct Philippine
Insurance and Industrial Rural PetNet, Inc. Industrial Rural PetNet, Inc.
Inc. Corporation Resources Savings
Financial Agencies, Bank, Inc. 11% Bank, Inc. 40%
100% 100% Banking Corp. 100%
Inc. 100% 38.53% 49%

* Union Bank of the Philippines (UBP) is effectively 49.36% owned by Aboitiz Equity Ventures, Inc. (AEVI); hence, UBP is an associate of AEVI in accordance with PAS 28, Investments in Associates .

** Required by Securities and Exchange Commssion Securities Regulation Code Rule 68, as Amended, dated October 20, 2011.

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