2013 Annual Report - China Banking Corporation
Transcription
2013 Annual Report - China Banking Corporation
2013 Annual Report About The Cover “One’s conduct should be modelled after a tree, the trunk is rooted while its leaves flourish...” - Chinese proverb China Bank’s identity and history are anchored on deeply-rooted and time-honored values, and a heritage of principled banking that nurtured generations of trusted and successful partnerships. These deep roots provide a firm foundation for the Bank’s growth. Corporate Profile China Banking Corporation (China Bank), stock symbol CHIB, was incorporated on July 20, 1920 and commenced business on August 16, 1920 as the first privately-owned commercial bank in the Philippines, catering initially to the needs of Chinese-Filipino businessmen. It played a key role in post-World War II reconstruction and economic recovery through its support to businesses and entrepreneurs in critical industries. China Bank was listed on the local stock exchange by 1947, and acquired its universal banking license in 1991. The Bank serves the corporate, commercial, middle, and retail markets with a wide range of domestic and international banking services. It is one of the largest universal banks in the country in terms of assets, capital base, and market value. Contents 2 4 9 27 31 48 54 56 58 59 Performance Highlights Letter to Stockholders Operating Highlights Corporate Social Responsibility Corporate Governance Board of Directors Management Committee China Bank Senior Officers Subsidiaries Senior Officers Management Directory 60 158 166 169 170 180 Financial Statements Branches Off-Branch ATM Locations Business Centers Subsidiaries and Affiliates Products and Services Vision Mission Drawing strength from our rich history, we will be the best, most admired, and innovative financial services institution, partnering with our customers, employees, and shareholders in wealth creation. We will be a leading provider of quality services consistently delivered to institutions, entrepreneurs, and individuals, here and abroad, to meet their financial needs and exceed rising expectations. Core Values • • • • • • • Integrity High Performance Standards Commitment to Quality Customer Service Focus Concern for People Efficiency Resourcefulness/Initiative We will be a primary catalyst in the creation of wealth for our customers, driven by a desire to help them succeed, through a highly motivated team of competent and empowered professionals, guided by in-depth knowledge of their needs and supported by leading-edge technology. We will maintain the highest ethical standards, sense of responsibility and fairness with respect to our customers, employees, shareholders, and the communities we serve. Annual Report 2013 1 PERFORMANCE HIGHLIGHTS NET INCOME In Million Pesos TOTAL RESOURCES RETURN ON EQUITY TOTAL DEPOSITS In Million Pesos In Million Pesos 5,100 413,698 354,268 11.31% 5,003 324,160 271,977 12.22% 262,553 216,134 5,076 13.81% 5,004 15.37% 257,379 213,042 4,103 14.49% STOCKHOLDERS’ EQUITY 233,865 193, 290 TOTAL CAR In Million Pesos CASH DIVIDENDS PAID In Million Pesos STOCK DIVIDENDS In Million Pesos 1,557 45,400 15.39% 1,298 1,416 42,738 16.00% 1,180 1,287 39,622 16.34% 1,073 1,170 35,453 975 16.26% 1,064 30,198 12.80% BRANCHES 887 ATM MARKET CAPITALIZATION In Million Pesos 367 84,232 561 316 70,864 511 293 46,959 475 269 46,551 431 247 36,078 380 0 18000 36000 54000 72000 LOAN PORTFOLIO BY INDUSTRY CLASSIFICATION 2012 2 26.00% 14.69% 17.24% 12.51% 7.53% 5.69% 1.99% 2.51% 0.78% 11.06% Real Estate, Renting & Business Services Wholesale & Retail Trade Manufacturing Financial Intermediaries Transportation, Storage & Communication Electricity, Gas & Water Construction Agriculture Mining & Quarrying Others 26.46% 15.13% 14.37% 8.57% 8.23% 5.87% 2.67% 1.83% 0.35% 16.52% 2013 90000 For the Year (In Pesos) Gross Revenues Gross Expenses Net Interest Income Non-Interest Income Provision for Impairment & Credit Losses Operating Expenses Net Income At Year End (In Pesos) Total Resources Loan Portfolio (Net) Investment Securities Total Deposits Stockholders’ Equity Number of Branches Number of ATMs Number of Employees 2011 2012 2013 16,868,396,443 11,792,725,622 8,551,739,056 4,191,798,474 155,097,500 6,965,360,995 5,075,670,821 18,944,484,432 13,941,474,733 8,062,340,832 5,793,614,751 236,756,182 8,193,901,086 5,003,009,699 19,241,744,999 14,141,297,499 9,935,990,627 5,160,591,519 414,335,872 8,907,262,337 5,100,447,500 262,553,425,440 145,238,662,573 61,191,602,901 216,133,713,301 39,621,797,950 293 475 4,633 324,160,046,756 190,100,306,325 66,431,352,746 271,977,239,870 42,738,205,056 316 511 5,198 413,697,922,996 220,540,902,915 66,921,226,657 354,268,202,680 45,399,699,439 367 561 5,594 13.81 2.06 3.76 54.66 38.38 67.20 3.68 134.74 15.48 16.34 12.22 1.71 2.90 59.14 36.47 69.90 2.55 134.88 15.15 16.00 11.31 1.45 2.98 59.00 42.80 62.25 1.99 146.62 14.50 15.39 46,959,091,864 3.56 1,287,127,404 12* 25.73 3.02% 1,072,705,100 10 39.80 27.74 1.43 70,863,932,958 3.51 1,415,852,016 12* 27.89 2.20% 1,179,975,500 10 54.60 29.93 1.82 84,232,037,822 3.57 1,557,449,076 1.2 31.04 2.03% 1,297,874,280 10 59.00 31.80 1.86 Key Performance Indicators (In %) Return on Average Equity Return on Average Assets Net Interest Margin Cost to Income Ratio Liquid Assets to Total Assets Loans to Deposit Ratio Non-Performing Loans Ratio NPL Cover Capital Adequacy Ratio (Tier 1) Capital Adequacy Ratio (Total CAR) Shareholder Information Market Capitalization (In Pesos) Earnings Per Share (In Pesos) Cash Dividends Paid (In Pesos) Cash Dividends Per Share (In Pesos) Cash Payout Ratio (In %) Cash Dividend Yield (In %) Stock Dividends Paid (In Pesos) Stock Dividends Per Share (in %) Market Value Per Share (In Pesos) Book Value Per Share (In Pesos) Price to Book Ratio (x) *Based on authorized and outstanding shares of stock before stock split. Annual Report 2013 3 LETTER TO STOCKHOLDERS Hans T. Sy Gilbert U. Dee Peter S. Dee The year was marked by capacity building, strategic acquisitions, and branch network expansion to strengthen the Bank’s positioning in all major client segments. 4 China Bank SM Aura Premier Branch. In 2013, China Bank branches located inside community malls and shopping centers nationwide reached 47, 27 of which are inside SM malls. The Philippines was among the best performing economies in the world, riding on the crest of positive investor confidence backed by a flourishing financial sector, subdued inflation, low costs of borrowing and demonstrated resilience in the face of successive natural catastrophes. The 2013 GDP growth of 7.2%, the country’s highest in twelve years, was underpinned by the strong growth in services and manufacturing sectors that offset the slowing momentum in agricultural output. Significant gains in the government’s tax effort combined with the clamor for tighter controls on discretionary budget allocations further reduced reliance on deficit spending. The uptick in OFW remittance inflows and investment activity drove liquidity levels even higher, partly fueling the steady appreciation in real estate and equity prices. The gains in domestic output would have been more impressive, but a series of natural calamities devastated the Central Philippines during the last quarter. The province of Bohol was the epicenter of a 7.2 magnitude earthquake that wrought massive destruction on its countryside and transport infrastructure. Relief and reconstruction efforts had barely begun when Typhoon Haiyan (Yolanda), the most powerful storm in recent history, pummeled the Visayas region, leaving behind over 6,000 fatalities and P571 billion in economic losses. These twin catastrophes set GDP back by 30 basis points because of severe setbacks in agricultural and commercial activities. Concerns over the repercussions of winding down the US Federal Reserve’s liquidity infusion program set off an outflow of portfolio funds from the emerging markets back to the relatively safe US securities and stocks. This compounded the volatility in the financial and foreign exchange markets, particularly for the emerging economies. As a result, sharp corrections in equity and bond valuations happened across developing Asia and BRICS as interest rates rebounded in reaction to the widening of risk premiums. The Philippine Stock Exchange (PSE) index fell from its historical high of 7,392 last May 15 back to its December 2012 level, before resuming its upward trajectory. The Philippines received its first “investment grade” credit rating from Fitch Ratings and Standard & Poors last March and May, respectively, followed by Moody’s in October 2013. The country was perceived to have a sound financial system, a stable business, and fiscal environment that can sustain economic gains and credit growth. The Philippine banking system was also the only one in the world to receive a positive outlook from the leading credit rating agencies, based on the strength of its capital position, asset quality, corporate governance, and the efficacy of reforms pursued by the Bangko Sentral ng Pilipinas (BSP). Capital adequacy and non-performing loans ratio for the industry further improved to 18.62% and 0.19%, respectively, and this showed that the industry has prepared for Basel 3 implementation in 2014. A combination of high market liquidity, low borrowing costs and moderate headline inflation provided the BSP with ample policy space to retain its accommodative interest rate policy. Liquidity in the financial system remained at an all-time high despite the phaseout of Special Deposit Accounts (SDA) through agency accounts on November 30, 2013. The said phaseout triggered a massive migration of excess funds from SDA to bank deposits, loans, and government securities. 2013 was a particularly challenging year for China Bank as we simultaneously built up asset base, capital funding, and service infrastructure, while consolidating our presence in the fast growing and competitive SME and consumer segments. We believe that the ongoing economic rebound will accelerate household consumption, investment activity, and infrastructure building, so your Bank should be ready to capture opportunities Annual Report 2013 5 LETTER TO STOCKHOLDERS universal bank, China Bank, or the thrift bank, CBS, within three years. The share purchase agreement for 84.77% shareholdings in Plantersbank was signed on December 18, 2013. • Higher quality of earning assets as non-performing loans (NPLs) declined 10% to P4.52 billion, reducing NPL ratio to 1.99% and improving loan loss coverage ratio to 146.62%, one of the best in the industry. • Despite the challenging backdrop in 2013, your Bank reported a net income of P5.10 billion, up 1.95% from P5.00 billion in 2012. This income performance translates to an 11.31% return on equity and 1.45% return on assets. We considerably ramped up and diversified China Bank’s revenues from non-lending sources by focusing on recurring income from commissions, underwriting activities, wealth management, and new businesses, as against opportunistic gains from fixed income securities trading and bond sales. Consequently, the downtrend in the share of treasury-managed assets to total resources continued, dropping to its 5-year low of 16.18% from 20.49% last year. Fee revenues, net of trading gains, grew by 13.15% over the last year, mostly from gains on sale of acquired assets, investment banking fees, and dividend income. We began to realize the broad potentials of our joint venture with the Manufacturers Life Insurance Company (Phils.), Inc. (Manulife Philippines), with bancassurance commissions up 38% in 2013. Meanwhile, trading profit fell as we cut down the size and duration of our bondholdings in anticipation of a possible uptick in market rates in the latter part of 2013. Trust fees also declined by 24.32% with the phase-out of SDA investments under Trust Fund arrangements. Asset growth in 2013 was mainly driven by robust demand across all major customer segments: consumer, commercial and corporate borrowers that expanded the loan book by 16.01% to P220.54 billion. Corporate lending growth was driven by releases to the Top 500 corporations from the aviation, power generation, leisure, and real estate sectors. We saw much potential in the commercial/middle market sectors so we assigned more resources to acquire and build up credit and deposit relationships, specifically at the branch and business center levels. Consumer banking volume, made up of auto finance, home mortgage, and developer loans, increased by 30% from more competitive loan pricing, faster turnaround time, tie-ups with major property developers, and improved branch incentive and Hans Sy, China Bank chairman, and Ambassador Jesus Tambunting, Plantersbank chairman and CEO, shake hands after the MOA signing at Plantersbank’s head office in Makati City on September 18, 2013. With them are China referral programs. As the newest addition Bank SEVP & COO Ricardo Chua (from left) and Plantersbank’s Director Jose Tambunting and President & COO to the consumer product menu, the Carlos Borromeo. from this broad-based business growth. The year was marked by capacity building, strategic acquisitions, and branch network expansion to strengthen the Bank’s positioning within all major client segments. At the same time, we also took steps to preserve our uniquely entrepreneurial approach to banking that values long-term business relationships and proactive client engagement over short-term profits. Together, these bold strategies will serve as the catalyst for transforming China Bank from a midtier, niche player, into a top five bank in the banking industry. The following highlights our 93rd year: • Fitch Ratings affirmed its national rating of AA- for China Bank, which is one notch below the top bank rating in the country. Capital Intelligence also affirmed its credit rating for China Bank (Financial Strength BBB-) and recently upgraded its Foreign Currency Long-Term rating to BB+ from BB-, following the upgrade in the Philippines’ sovereign rating. • The only bank among the five recipients of the PSE Bell Awards. It is China Bank’s second consecutive year to receive the said award, in recognition of our adherence to high standards of corporate governance. • Partnered with MasterCard in 2013 for the launching of core China Bank credit cards, Prime, Platinum, and World in 2014. • Approval by the Monetary Board of the merger between China Bank Savings, Inc. (CBS) and Pampanga-based rural lender Unity Bank, a Rural Bank Inc. (Unity Bank) with CBS as the surviving bank. Exactly a year ago, BSP approved China Bank’s acquisition of 99.95% of Unity Bank’s outstanding equity. • The Bank inked a memorandum of agreement with Planters Development Bank (Plantersbank), the country’s largest privatelyowned independent development bank, on September 18, 2013 to acquire more than two thirds of Plantersbank shares. On December 13, 2013, the Monetary Board gave its approval-inprinciple of the merger between Plantersbank with either the 6 Henry Sy, Sr. Honorary Chairman and Advisor to the Board upcoming launch of China Bank credit cards should add value to existing client relationships by offering bills consolidation, flexible payment options, and eventually cash advances using secure EMV technology. The thrust for lending was matched by marketing efforts on the funds acquisition, financial supply chain management, trade finance and insurance side to capture more value from the account relationships. We applied more stringent lending and credit evaluation standards to preserve the quality of loans as seen in the lower NPL ratio of 1.99% and higher loan loss coverage ratio of 146.62%. The sheer volume of liquidity in the market combined with the keen competition for loans pushed benchmark yields to their all-time lows, aggravating the compression in interest margins. To protect our net interest income, our Treasury Group calibrated its cost of funding against prevailing money market rates, while closely monitoring asset pricing vis-à-vis the risk and maturity profiles of underlying securities or counterparties/borrowers concerned. The final tranche of China Bank’s five-year Long-Term Certificates of Time Deposit (LTNCD) matured in the third quarter, further adding to the pool of investible funds that were largely deployed as customer loans. Our wealth and fund management units worked hand-in-hand to quickly deploy SDA maturities into alternative placements, thereby reducing the risk from client turnover. We also worked with the SM Group to meet the banking requirements of their numerous merchants, suppliers, and contractors. Overall, a combination of higher loans volume and improved matching and pricing of deposits led to a 23% increase in net interest income to P9.94 billion. Net interest margin improved to 2.98%. Capital funds reached P45.40 billion, 6.23% higher than 2012, from the retention of net profits. China Bank remains the only bank in the industry that has not resorted to issuing Tier 2 equity. In anticipation of the forthcoming Basel 3 capital requirements, we endeavored to build greater capacity and competency in the risk management area, particularly for risk-based pricing, design, and validation of risk models, stress-testing and liquidity measurement. As business expansion becomes an even more capital intensive exercise, Management devoted more time and resources to the capital planning and conservation effort to ensure that efficient capital deployment becomes an integral part of strategy setting and day-to-day decision-making. Despite the spate of acquisitions and loans, your Bank reported a Tier 1 capital adequacy ratio (CAR) of 14.50% and a total CAR of 15.39% — substantially higher than the 10% regulatory minimum requirement. We also declared cash dividends of P1.2 per share equivalent to total dividends of P1.56 billion, for a 31% payout ratio, which when combined with the appreciation in share price and stock dividends gave our stockholders one of the best total returns in the banking industry. We again reviewed and reworked our enterprise structure, given the brisk pace of business expansion on all fronts: China Bank Savings, the Plantersbank and Unity Bank acquisitions, investment banking deals, bancassurance commissions, branch openings and wealth management. To sustain our competitiveness and profitability, Management saw the need to cluster functionally-related businesses into relationship banking, financial capital markets and investment, and the savings bank subsidiary. Meanwhile, the operations and support units were grouped into the corporate support segment (technical, general and administrative services) and business operations segment (lending, remittance, international, and treasury operations). The refocusing of our business lines will promote greater interaction and teamwork among the marketing and support units in the client acquisition and account servicing process, as well as develop their banking expertise across multiple product lines and markets. Our Branch Banking Group (BBG) led the most ambitious expansion program in China Bank’s 93-year history, with one branch opening almost every week. At the same time, our thrift Annual Report 2013 7 LETTER TO STOCKHOLDERS banking subsidiary CBS continued to beef up its own branch network, opening new branches and integrating and renaming the branches of Unity Bank. With an even wider reach, our deposits rose 30% to P354 billion – 42% of which is low-cost checking and savings account. The branches are not the only point of interaction with our existing and potential customers. Our robust alternative channels – ATM, internet, mobile, and phone banking – provide convenient and secure 24/7 banking service. We also increased our area offices, branch clusters, and credit processing centers to widen product reach, improve response time, and expand the lending and referral business to acquire a larger customer network and strengthen our relationship with existing clients. CBS made significant progress in 2013 by more than doubling the size of its loan portfolio to P9.7 billion and growing deposits by 68%, while reporting profitable operating results for the period. CBS pursued its strategy of expanding its share of the consumer, SME and middle market segments – both organically and through acquisitions – and of tapping the rich potential of this fast growing market. CBS also partnered with Savemore Market to open 10 mini-branches within their stores, marking the savings bank’s entry into community banking. CBS itself originated from the Manila Bank acquisition in 2007 and rapidly grew with the network expansion and merger of Unity Bank’s operations. Unity Bank’s 15 branches are located in the fast developing Central Luzon area, which is home to a large number of OFWs and midsized businesses. The signing of the share purchase agreement to acquire 84.77% of Plantersbank during the last quarter of 2013 was the start of our strategic partnership with the country’s largest private development bank and leading bank for SMEs, creating opportunities for broadening China Bank’s geographic coverage and presence in the high potential middle/SME markets. Plantersbank’s network of 78 branches with two unused licenses, client base of 70,000, and resources of P50 billion should bring HANS T. SY Chairman and Chairman of the Executive Committee 8 China Bank one step closer to our goal of becoming a Top 5 bank. In fact, the combined China Bank and Plantersbank resources hit the P460 billion mark (as of December 31, 2013), which ranks fifth among the largest domestic and private commercial banks. We ended the year with 367 branches — 295 for China Bank and 72 for CBS. With the addition of Plantersbank, the combined branch network reached 445, well over our target of 400 branches by 2014. We put together an integration task force to identify and leverage the significant opportunities arising from the combined strengths of China Bank, CBS, and Plantersbank. There would be immediate peso benefits accruing from a larger earning asset base together with the economies of scale arising from a lower cost of funds, upgrade in credit ratings and rationalization of shared support services. Additionally, this task force would handle the alignment of banking processes and systems, job evaluation and placement and streamlining of the network, including branch relocation. A major concern is the integration of our newest employees with the existing complement of 5,594 people, but given the mandate to continually grow the business, there is room for anyone who is willing to work and grow with the China Bank group. We thank and acknowledge the support of our Board of Directors and Senior Management as we boldly pushed our banking frontiers into new businesses and acquisitions to enrich our 93-year old franchise and secure our future market position. We are also grateful to you, our valued clients and stockholders, for your continued trust and confidence in us. The path to becoming a top tier player in the industry would be full of challenges and risks, given the competitive domestic environment and the forthcoming ASEAN regional integration, but the opportunities to deliver superior value to our shareholders and customers would far outweigh any risk. GILBERT U. DEE Vice Chairman PETER S. DEE President and Chief Executive Officer OPERATING HIGHLIGHTS A Year of Growth and Expansion Our customer-oriented and sustainable growth strategy resulted in another successful year. China Bank continued to be a part of the lives of millions of people, providing innovative and responsive banking products and services when, where, and how our customers want them; extending loans and credit facilities, a wide range of financial solutions, and expert advice to drive business growth; and offering our financial know-how and portfolio management capability to facilitate wealth creation. With our strong foundation, professional touch, and personalized approach to service, we are building deeper relationships, creating value, and making a difference. Annual Report 2013 9 ANYTIME, ANYWHERE BANKING O ur expanding distribution channels enable us to reach more customers and grow our deposit base and overall consumer business. Last year, we opened 12 China Bank and 39 China Bank Savings branches and mini branches for a total of 51 new branches, bringing the combined network to 367 branches nationwide at end-2013. We also renovated six branches and refurbished and relocated another five branches to bigger and better locations. This broader presence translated into a significant increase in new customers, deposits, consumer loans, and fee-based income. The branches were chiefly responsible for the growth of our checking and savings accounts (CASA), effectively lowering our funding costs. Outside of branch banking, our customers can count on a consistently positive experience and convenient access to their China Bank accounts anytime and anywhere they live, work, and travel. We closed 2013 with 505 China Bank and 56 China Bank Savings ATMs 10 BRANCH NETWORK As of December 31 2012 2013 China Bank - Metro Manila 148 149 China Bank - Provinces 135 146 Luzon 66 71 Visayas 41 45 Mindanao 28 30 China Bank Savings TOTAL BRANCH NETWORK 33 72 316 367 for a total of 561 ATMs nationwide. In 2013, we acquired a new ATM/payment switch, Authentic, an electronic funds transfer authorization and routing system. Designed to be future-proof and service oriented architecture-ready, Authentic will boost China Bank’s switching system capability for real-time transmission of ATM, point-of-sale, mobile, and internet transactions in between issuing and acquiring banks; as well as enable faster OPERATING HIGHLIGHTS 15% 50% of the branches are located in community malls and shopping centers increase in CASA 10% increase in deposit accounts 8% increase in loans originated by branches deployment of value-added services across all channels. In recent tests, Authentic handled over 10,000 transactions per second. ATM NETWORK As of December 31 2012 2013 China Bank - Metro Manila 230 235 China Bank - Provinces 248 270 Luzon 131 144 Visayas 64 68 Mindanao 53 58 33 56 511 561 China Bank Savings TOTAL ATM NETWORK We also provide convenient and secure internet and mobile banking service through China Bank Online. In 2010, we launched China Bank Online for Mobile, a mobile-optimized version of China Bank Online to make it faster and easier for China Bank customers to check their account balance, transfer funds, and pay bills using wi-fi or 3G-enabled cellular phones and tablets. We followed this up in 2013 with the release of our mobile banking application for Apple mobile devices (iPhone, iPad, iPod, and iTouch), available for free download on the Apple App Store. The China Bank App enables China Bank customers to perform the same transactions as China Bank Online on their Apple mobile devices, it also features product updates to keep clients posted on new offers and a geo-positioning locator to make it easy to find China Bank branches and ATMs. The China Bank Mobile App for Android devices will soon be available on Google Play. We also redesigned the China Bank corporate website to feature a more streamlined navigation, sleeker visual design, and better tools like a branch/ ATM locator and a user-friendly UITF calculator which is very useful for anyone interested to invest in any of our Unit Investment Trust Fund (UITF) products. The new website features the full e-book of A Matter of Trust: The China Bank Story, which can be downloaded for free, and a new login page for retail customers enrolled in China Bank Online. The new site has also been optimized for improved speed and connectivity, featuring social media integration with direct links to the Bank’s Facebook, Twitter, Google+, YouTube and LinkedIn. 38% of the ATMs are in off-branch locations like shopping centers, transport terminals and commercial districts 13% Increase in ATM cardholders Annual Report 2013 11 20% increase in China Bank Online enrollments 22% increase in active users (more than 90 days log-in) 8,480 downloads of China Bank Online App (as of March 2014) 12 China Bank TellerPhone, which was launched in 1988 as the first landline phone banking service in the country, was upgraded in 2013 to make it relevant in this era of smart phones. It now runs on the more powerful Altitude system, making China Bank TellerPhone a practical alternative banking channel for customers who don’t have a computer or smartphone, or who remain wary about using such devices for financial transactions. Aside from account balance inquiry, checkbook request, fund transfer and bills payment, the new and improved China Bank TellerPhone now has options for inquiry on China Bank products and services and request for transaction history and statement of account, allows customization of transactions, and enables more bills payment transactions with an expanded basket of billers. The option to speak to a live phone banker is also available, transforming China Bank Tellerphone from a transaction-driven channel to a cross-selling and up-selling channel. To maximize the overall efficiency of our branch network and electronic banking channels, we increased our sales force, made improvements in processes and turn around times, strengthened the collaboration between the branches and the business units, maintained our high customer service standards, and continued to engage, interact, and connect with our customers in any platform convenient to them—branch, e-channel, contact center, and even social media. Moving forward, we are aligning our businesses to best serve customers, taking full advantage of the synergies and crossselling opportunities across the China Bank Group to deliver consumer banking solutions more effectively and efficiently, and give our customers a seamless and positive experience with every interaction. We will continue to implement our branch expansion program and enhance our e-banking services in line with advancing technology and changing customer habits. CUSTOMER-CENTRIC PRODUCTS AND SERVICES We develop banking products and services with our customers’ needs in mind. We understand that our customers are busy and they value simplicity and excellent service, that they want the cost of banking to be transparent and easy to understand, and that they appreciate having the right banking products that fit their specific needs. In 2013 we enhanced our product offerings to deepen and broaden our customer relationships. We launched China Bank Overseas Kababayan Services in 2013 to provide overseas Filipino workers (OFWs) with accessible financial solutions to help them make the most of their hard-earned money. China Bank Overseas Kababayan Services is an array of competitive products and services for the remittance, savings, and consumer loan needs of migrant and working Filipinos abroad and their CBS: MINI BUT FULL SERVICE Our thrift bank arm China Bank Savings (CBS) introduced the mini branch concept in 2013 to increase market coverage more efficiently and cost effectively. By branching out to “in-store” locations like Savemore, CBS uses less resources opening and running them than conventional branches, and at the same time, makes banking more accessible and inclusive. Mini branches occupy an average of 25 sq.m. with only three personnel, and although they are open seven days a week and for longer hours, the mini branches are 80% cheaper to operate than traditional branches. What’s more, the mini branches’ approachable vibe and simple account opening and loan procedures encourage the un-banked segment to open accounts for the first time. CBS’ mini branches offer the best of both worlds— face to face interaction with friendly tellers and fast and convenient service through e-banking channels. Each mini branch is a full service branch offering all the products and services of CBS, and is equipped with an ATM, a night depository, and Online Banking Kiosk. OPERATING HIGHLIGHTS beneficiaries. China Bank On-Time Remittance, Overseas Kababayan Savings (OKS) Account, OKS HomePlus, and OKS AutoPlus, make up the menu of Overseas Kababayan Services. We complemented this with more overseas and domestic remittance tie-ups to make sending and receiving remittances more convenient through China Bank. Also last year, we teamed up with global financial services giant MasterCard, marking our entry into the credit card business; and this year, we are launching three credit card types: China Bank Prime, China Bank Platinum, and China Bank World MasterCard. The China Bank Cards will be bundled with features such as cash advance, funds transfer, balance transfer, balance conversion, convenient bills payment facility, year-round 0% installment programs, and flexible payment options, as well as exclusive deals/discounts/promos from major establishments, rewards, cash rebates, and exchange points for miles. The China Bank Cards will be equipped with two of the world’s most advanced security technology, EMV & 3D Secure. The cards will also come with the MasterCard Paypass contactless payment technology that will allow tap & go transactions, and a budgeting and security tool to make it easy for cardholders to manage their spending and prevent the fraudulent use of their cards. We are also coming out with our proprietary cash cards for customers looking for a basic and convenient re-loadable card product. The retail business will cover consumer e-loading, person-to-person fund transfers, family and household transmission of funds such as children’s allowances, money for grocery or gas and other payments, and local remittances; while the corporate side of the business will cover payroll, corporate allowances, loan disbursements, dividend payments, and the like. 39 39 tie-up arrangements with banks, money transfer organizations, and exchange houses in the Middle East, Asia, Europe and United States 4,000 Over cash pay-out outlets nationwide 1,200 Over remittance partner locations worldwide 35% Of the stores under the SM Food Retail Group, CBS decided to open the mini branches in Savemore because it is more “grassroots” and accessible. The mini branches complete CBS’ ‘”hub and spoke” business model. The idea is to serve a big area with a traditional branch complemented by mini branches that also offer a full range of services. increase in the amount of remittances CBS closed 2013 with 72 branches, 27 of which are in Metro Manila, including 10 mini branches in Savemore. This year, 15 mini branches in Savemore and Hypermart outlets are in the pipeline, plus 25 traditional branches. Annual Report 2013 13 16% increase in Consumer Banking Group’s outstanding loan portfolio 18% increase in new consumer loans booked 74% of new auto loans were branch-referred CONSUMER LOANS THAT MAKE DREAMS COME TRUE For China Bank, consumer financing is vital to relationshipbuilding. In 2013, we continued to make it easy and affordable for our customers to own a home or a vehicle. We offered one of the lowest consumer loan rates in the market, with options for rate fixing to protect borrowers from future rate increases. A number of strategic initiatives were implemented to corner a bigger share of the consumer loan market. For housing loans, we focused on developing new and strengthening existing sales channels. Dedicated account officers consistently visited major accredited developers for greater access to buyer-loan applications. We also expanded the sales team and beefed up the manpower requirements to complete the branch-referred loans and developer channels, established new tie-ups with pocket developers, and adjusted the loan packages (terms and rates) to be more competitive. For auto loans, the fast turnaround time for approvals was maintained at one day or less. A special reduced interest rate was offered during the holidays. We also sustained our internal sales blitz, holding test-drive events at selected branches in partnership with auto dealers. Our consumer loans China Bank HomePlus and China Bank AutoPlus are available at all China Bank branches and nine consumer banking centers nationwide. 45% of new housing loans were branch-referred CBIBI: ASSURED FUTURE Our insurance brokerage subsidiary, China Bank Insurance Brokers, Inc. (CBIBI), marked its 15th anniversary in 2013. The year also saw the appointment of a new president, Ms. Julieta P. Guanlao, following the retirement of Mr. Gerard E. Reonisto who had been with the company since its inception, building it from a P1.5 million company in 1998, into one of the best-performing insurance brokerage firms in the country with P369 million in assets as of end-2013. Ms. Guanlao has over two decades of experience in insurance sales, marketing, and business development. Prior to China Bank, she held key positions in several companies like Philam Insurance (now AIG Phils), YGC, and Ibero Asistencia (Mapfre), responsible for both top line and bottom line growth. With a solid track record of working with A-rated insurers of excellent security and expertise in their field, a comprehensive range of affordable and customizable insurance solutions for China Bank and non-China Bank customers, an efficient broking and claims infrastructure, and excellent customer service, CBIBI continued to post strong growth in 2013 amidst stiff competition. Net income after tax grew 41% and commission income increased 15%, for a profit margin of 41%. Under new leadership, the company is gearing up to reach the next benchmark of P500 million in assets in the next five years. 14 THE BUSINESSMAN’S BANK C 15% increase in IBG’s outstanding loan portfolio; 56% of the portfolio is long-term 62% increase in foreign currency loans 27% increase in commercial loans 183% increase in factoring volume hina Bank, built by entrepreneurs, is the local businessmen’s bank. We are unique in our in-depth understanding of the way Chinese-Filipino businessmen do business, and our personal, very attentive approach to customer service. In 2013, we continued to do what we do best: helping businesses grow and achieve their goals. We provide the right financing products to meet individual company requirements through our Institutional Banking Group (IBG)—from revolving credits, term credits, foreign currency loans, trade finance facilities, purchase of receivables or factoring, to project finance, loan syndication, and long-term specialized program lending. The demand for funding for working capital, construction, investment in equipment, and trade finance remained strong last year, with a steady 15% increase in new loans booked. The active management of customer relationships, marketfocused segmentation, comprehensive credit risk assessment system, and streamlined credit processes, led to an expansion of quality lending across a broad cross-section of industries. We also focused on expanding the breadth of our customer relationships to include a comprehensive range of financial solutions. Private Banking Group, Trust Group, and Treasury Group worked closely with our commercial and corporate clients in designing securities portfolios that complemented their specific investment objectives. Guided by market-intelligence and state-of-the-art financial systems, we expertly managed our customers’ portfolios, carefully allocating assets to quality money market funds and investment quality fixed income obligations. We also offer a full range of international banking products and services, the complete variations in inward and outward remittance modes, with global connections and relationships with practically all the biggest European, Asian and U.S. banks and leading international remittance institutions. We continued to explore new products, systems and methods, even cousage of the proprietary systems of our global banking partners and remittance institutions, to give our customers what they want and need for their businesses to flourish. Annual Report 2013 15 CREDIT MANAGEMENT GROUP (CMG): SUPPORTING THE LOANS GROWTH Key changes were made in China Bank’s approval authorities and related credit policies in 2013, streamlining the credit approval process and helping us achieve the increased growth targets amidst stiff competition and the low interest rate environment. First off, the property appraisal process was automated through the Credit Documentation Management System (CDMS). For the pilot stage, the property appraisal reports of selected lending teams were processed, transmitted, and tracked electronically, creating greater efficiency and minimizing errors. IBG’s credit files were digitized and can now be accessed quickly and securely by authorized personnel through CDMS. CMG also conducted a full review of the performance of the Bank’s loan portfolio vis-àvis industry prospects. The report provided Management with a definitive view of the quality of our loan portfolio and served as a guide for the review of China Bank’s lending efforts in terms of exposure by industry and other measures of concentration. CENTRALIZED OPERATIONS GROUP (COG): FACILITATING ACCURATE GLOBAL TRANSACTIONS COG, which manages the transaction banking services for our customers, continued to improve our service delivery capabilities and optimize the speed at which transactions are processed. Despite the rise in transaction volumes and the increased number of counterparties and clients with and for whom business was done in 2013, COG maintained our operational efficiency and high straightthrough processing (STP) rate, facilitating accurate cross-border transactions and minimizing operational risks and operating costs for everyone involved. In 2013, the Bank of New York Mellon Corporation recognized China Bank’s outstanding payment formatting and high STP rate. Bank of America Merrill Lynch also recognized our high STP rate, naming China Bank as the “Leading Commercial Payment Partner Bank in the Philippines” for two consecutive years, 2011 and 2012. DRIVING BUSINESS EFFICIENCY Companies need to be more efficient to boost productivity, profitability, and competitiveness. Through our Cash Management Services Division, we help businesses of all sizes efficiently manage their company’s liquidity, collections, and disbursements with our suite of cash management solutions. In 2013, new initiatives and enhancements were implemented to build up our cash management business, making it one of the drivers of both float and fee income for the Bank, and creating business efficiencies for our customers to reduce administrative cost and time through the streamlining of their day-to-day operations, effectively allowing them to focus on revenuegenerating activities and other matters that require greater attention in managing and growing their businesses. MANAGING GOVERNMENT’S CASH RESOURCES China Bank signed agreements with the Bureau of Treasury (BTr), Bureau of Internal Revenue (BIR) and Bureau of Customs (BOC), laying down the framework for the implementation of the treasury single account (TSA) beginning January 2014. The TSA is a unified structure of government bank accounts that aims to consolidate and optimize the use of government cash resources. Establishing a unified structure of government bank accounts with TSA will solve the fragmented system for handling government receipts and payments. The government expects savings of a minimum P1.5 billion from an integrated financial management system. As an authorized agent bank, we accept tax payments and customs duties. Payments can be made through our nationwide branch network or electronically via BIR EFPS. 16 2,709 sales deals 52% closed in 2013, up China Bank Online Corporate has been extended to China Bank Savings through a partnership agreement. The cut-off time for automatic debit and credit was extended to 9:00 p.m., including weekends and holidays 82 corporate customers were converted from manual to electronic payroll crediting in 2013 on top of the first 66 converted in 2012, 148 totaling corporate clients converted. OPERATING HIGHLIGHTS MOMENTUM FOR INDUSTRY MOVERS We offer a wide array of advisory and capital-raising services to corporate clients through our Investment Banking Group. Our dedicated team of seasoned investment bankers develops tailormade funding and liability management solutions for all types of corporations, and structures and carries out placements for the entire range of capital markets products. Last year, China Bank was very active in the debt capital markets, having been involved in over P140 billion and US$390 million worth of transactions and becoming one of the top choices of issuers. INVESTMENT BANKING DEALS IN 2013 FLYING HIGH IN AIRCRAFT FINANCING China Bank was the sole arranger of the two biggest aircraft financing transactions in the local aviation industry in 2013—the US$140 million ten-year term loan to partially finance the acquisition of Cebu Pacific’s four new Sharklet-equipped Airbus A320, with Cebu Pacific as the financial lessee, marking the first aircraft financing to be arranged by a local bank; and the US$141 million financing for three Airbus A321-200 with flag carrier Philippine From left: China Bank’s FVP Victor Martinez, EVP William Whang, and FVP Virgilio Chua, with Cebu Pacific President & CEO Lance Gokongwei. Airlines as operating lessee, putting in motion its comprehensive fleet renewal program. From left: China Bank FVP & Investment Banking Group Head Virgilio Chua, PAL VP for Treasury Stewart Lim, and China Bank’s Account Officer Dianne Camille Concepcion and FVP Victor Martinez . In a launch event on January 21, 2013, Cebu Pacific officials unveiled their first sharklet-equipped Airbus A320, becoming the first airline company in the Philippines and the second in the world with the new fuel-saving large wing tip devices. Meanwhile, the first of Philippine Airlines new state-of-the-art jets, said to be one of the most modern and safest airplanes to soar the Philippine skies, arrived in Manila from Hamburg, Germany on August 7, 2013. Annual Report 2013 17 A PARTNER IN WEALTH CREATION F 17% increase in assets under management 37% increase in income 18 or over nine decades, we have built a reputation of being a reliable and trusted banking partner, with the resources and expertise to manage our customers’ personal and business finances, and the capabilities and connections to link clients with opportunities that will help them achieve their investment goals. Guided by our mission to be a catalyst of wealth creation, we set out to shape our customers’ financial future in 2013, understanding what’s really important to them and delivering personalized solutions that combine the highest standards of professionalism with genuine warmth. Our Private Banking Group (PBG) is committed to providing top-notch solutions, in-depth specialist knowledge, and first-rate service to our high net-worth clients. The solutions we develop are calibrated to cover all investment conditions, including the amount of assets invested, risk tolerance, and investment horizon; Our dynamic open architecture approach gives our private banking clients access to the best-in-class products of other institutions; and our relationship managers constantly monitor the market and apply the latest findings to client portfolios. A key initiative in 2013 was the acquisition of a new wealth management system, Sopra Banking for Wealth Management, to automate a large number of processes and calculations, and more importantly, give us a full 360-degree insight into our private banking customers, including the capability to simulate actions or model future behavior. We also developed an estate/legacy planning program with our bancassurance affiliate MCBLife. Dubbed GIFT (Growing Investments and Family Treasures), the program is a holistic approach to estate planning, providing legal, tax, and trust solutions. SOUND INVESTMENT ALTERNATIVES 2013 was tough and challenging for the local trust industry in general. After years of double-digit growth rates, the acceleration was suddenly arrested by BSP’s memorandum limiting access to its Special Deposit Account OPERATING HIGHLIGHTS (SDA) facility to managed trust accounts and pooled funds, and excluding investment management and other agency accounts. Agency accounts invested in SDAs were mandated to be fully phased out in 2 stages: 30% by July 31 and the remaining 70% by November 30, 2013. Expectedly, the implementation of the memorandum dramatically reduced the industry’s AUM (or Assets Under Management) given the sizeable share of agency and other fiduciary accounts invested directly in SDAs. With massive amounts of money freed from SDAs, the challenge was recapturing these funds through our other products and services. Our Trust Group responded aptly by expanding and vigorously marketing our Unit Investment Trust Fund (UITF) offerings. We now have five UITF products: China Bank GS Fund, Dollar Fund, Balanced Fund, Money Market Fund, and our newest UITF, China Bank Equity Fund, which provides investors with an excellent opportunity to participate in the bullish Philippine equities market and earn potentially higher returns. UITFs can serve as perfect alternatives to SDAs as these funds are managed by professional fund managers and invested in a wide array of financial instruments such as money market instruments, fixed income securities like bonds/notes issued by government and corporate issuers, as well as listed equities which are usually accessible only to big investors. China Bank UITFs have been performing well, providing moderate to aggressive investors with competitive returns. Meanwhile, to further enhance yield on the China Bank Money Market Fund, the Trust Group sought and gained approval by the BSP for the reduction of the fee in managing the said Fund. To rally the branches and other frontline units to actively offer UITFs to clients, Trust Group launched the “U Book, U Win, UITF SurePrize Promo” that rewards qualified branches that meet the required minimum increase in UITF levels within the promo period: September 16, 2013 to January 15, 2014. The promo was a success, with UITF ADBs increasing by P4 billion during the four-month promo period. New UITF products are underway which will cater to clients with short- to intermediateterm investment horizon and who would like to generate potentially higher returns than deposit products. Aside from UITFs, our Trust Group will also be focusing this year on strengthening our fund management services, notably retirement funds, directed investments, and fully discretionary managed funds, and will be looking into growth opportunities from recently-passed regulations on other types of UITFs such as feeder funds and fundof-funds. Also in the pipeline are regional trust desks in key locations in Luzon and Mindanao (to add to the existing Cebu Trust desk established in late 2012) to support the frontline units and enhance awareness for trust products and services in these areas. With the public’s growing sophistication and awareness on investment products and the Bank’s rapidly expanding branch network, the Trust Group is expected to ride on these synergies and register positive asset and revenue growth in the coming years. THE CHINA BANK EQUITY FUND: CAPITALIZING ON THE BULLISH EQUITIES MARKET The China Bank Equity Fund was launched in June 2013 as part of the Bank’s continued efforts to provide a comprehensive range of investment solutions to clients. Classified as an “equity fund,” up to 90% of funds held may be invested in select equities listed at the local bourse. The remaining balance will be invested in short-term tradable fixed-income securities and bank deposits mainly to support liquidity and redemption requirements. The China Bank Equity Fund is professionally managed by China Bank Trust Group and is available at all China Bank branches nationwide. The China Bank Equity Fund is for clients with an “aggressive” investor risk profile who are willing to accept a greater level of risk involving volatility of returns and possible erosion of principal. By assuming a longer investment horizon of, at least, one year, the investor will be in a better position to weather short-term volatilities that maybe encountered by the Fund due to changes in prevailing market conditions and, thus, enjoy the potential benefits of capital appreciation and favorable long-term returns. The minimum investment is P50,000.00 for a minimum investment holding period of 30 calendar days. Additional contributions can be made anytime in minimum amounts of P10,000.00. Annual Report 2013 19 Our Treasury Group managed to ride out the markets’ volatility, taking advantage of the swings to take in some gains for the trading desks. The Fixed Income desk, in particular, was recognized by The Asset Magazine as one of the Best Traders in Philippine Peso Bonds for the second year in a row. The retail business saw increased volumes as we actively participated in the local government securities and corporate bond offerings, both as a selling agent and as underwriter. Our Financial Engineering Desk applied for a Type II Derivatives License with the BSP in 2013, approved in the first quarter of 2014. Having this license enables us to capitalize on hedging and income opportunities, and more importantly, provide additional hedging instruments for our customers. Treasury Group is looking at acquiring more derivative licenses in the next two years to expand China Bank’s capacity to provide more sophisticated product alternatives to clients. The Asset and Liability Management (ALM) Desk signed off the Fund Transfer Pricing (FTP) module of the ALM System, marking the completion of the ALM project in 2013. The ALM system includes Static, Dynamic and Advance Liquidity modules. These modules are currently used by our Risk Management Group, Corporate Planning Division, and Treasury Group to quantify portfolio gains or losses, measure and forecast product profitability across the balance sheet while managing bank wide liquidity and earnings volatility. The FTP module will further enhance interest income allocation among business units and is expected to be an integral part of the budgeting process starting 2014. Scheduled for an upgrade in 2014 is the Kondor Plus, the treasury system currently in place. MCBLIFE: BANCASSURANCE SUCCESS According to a report released in June 2013 by the Insurance Commission, Manulife China Bank Life Assurance Corporation (MCBLife) ranked ninth among the top life insurance companies in the country, with P4.51 billion in total premium income as of December 31, 2012. MCBLife had only been in operation for five years in 2012, and it already ranked higher than the other bancassurance companies that have been around longer and even bested other more established insurance companies operating in the country. In just a few years, MCBLife has cornered 12% share of business amongst bancassurance players. Its insurance sales reached P286 million in 2013, representing a hundred fold growth since its inception in 2007. From the onset, our bancassurance affiliate MCBLife was expected to generate significant benefits for both China Bank and Manulife Philippines— we can broaden our fee-based income and Manulife can serve more customers across the country through our fast-growing branch network. MCBLife hit its full stride and became a major recurring business contributor to China Bank as early as 2010, its third full year. In 2013, MCBLife posted a 49% increase in sales. Remarkably, 44% of Manulife’s total wealth sales came from MCBLife, contributing to an increase of 86% in total bancassurance sales in 2013 over 2012. MCBLife offers a full range of innovative insurance and financial products for health, wealth, and education, making China Bank a one-stop shop for banking and insurance. MCBLife, in collaboration with our Private Banking Group and Institutional Banking Group, recently introduced new services to address the financial and protection needs of our high net worth and institutional clients, further strengthening the Bank’s value proposition to these market segments. On top of the 226 financial sales associates (FSA) deployed at China Bank branches nationwide, MCBLife is assigning highlyskilled financial consultants (FCs) at strategic China Bank branches to service the sophisticated estate planning and wealth management needs of private banking clients. MCBLife is also providing tailor-fit solutions to the Bank’s commercial and corporate clients. MCBLife will soon launch an innovative sales tool to support the bancassurance team of FSAs and FCs, along with several new products: Flexisure, Horizons, and Affluence Income. 20 OPERATING HIGHLIGHTS PLANTERSBANK: UNITING FOR OPTIMUM PERFORMANCE Our recent acquisition of Planters Development Bank (Plantersbank), the largest privately-owned independent development bank with a 40-year history of serving small-and medium-scale enterprises (SMEs), supports our strong commitment to SME finance. This deal bolsters China Bank’s current strategy in two areas—growing our middle market/SME portfolio and accelerating our network expansion program. With this acquisition, we combine the strong legacy of both institutions to strengthen China Bank’s presence in the SME and middle market, and ensure the continued development of broad-based access to financial products and solutions for SMEs. Plantersbank is the fourth largest thrift bank in the Philippines in terms of assets and loans, which stood at P50.2 billion and P34.5 billion, respectively, as of December 31, 2013. Of Plantersbank’s total loan portfolio, over 60% is lent to SME-focused loan categories. It has a network of 78 branches as of end-2013—24 in Metro Manila, 44 in Luzon, and five each in Visayas and Mindanao—and 64 ATMs nationwide. Its success in SME banking has been recognized through numerous citations and awards, reinforcing its position as the country’s leading bank for SMEs. China Bank’s acquisition of Plantersbank was featured as a “Deal of the Month” in the March 2014 issue of Acquisition International, a leading monthly corporate finance publication with a global readership. With Plantersbank now part of the China Bank Group, China Bank is the fifth largest private universal bank in the country with P464 billion in assets as of December 31, 2013. The addition of Plantersbank’s 78 branches to our 367 China Bank and CBS branches as of end-2013, brings the combined branch network to 445 branches—well over the 400 branch network we targeted for 2014. Plantersbank will continue to operate as a separate entity under the China Bank Group for about a year. We are working very hard and very thoroughly for a seamless and successful merger, ensuring that we will be stronger in the SME and middle markets. The Integration Committee is leading the integration and transition activities, enjoining all China Bank, CBS, and Plantersbank personnel to work together in harmony to attain established targets for 2014, and at the same time, ensure that business goes on and our customers are not affected by the transition. The eventual merger will make China Bank a more formidable competitor. We will have a wider, more strategic geographic footprint as CBS will absorb the 78 branches and the two unopened branch licenses of Plantersbank. The combined expertise of the China Bank and Plantersbank team in SME finance will bring about an effective platform for the pro-active and consistent support for entrepreneurs to start and grow their businesses with us. Annual Report 2013 21 OUR PEOPLE, OUR STRENGTH I 5,594 China Bank and subsidiary employees 6,906 Including Plantersbank employees n 2013, we continued to develop and enhance our human capital as well as focused on boosting employee morale and productivity and improving our recruitment, training, and performance management processes to effectively support our expanding operations. HUMAN CAPITAL We closed 2013 with 5,594 China Bank and subsidiary employees. Regular China Bank rank and file employees are members of the China Banking Corporation Employees Association (CBCEA) and are covered by a collective bargaining agreement. Combined with Plantersbank’s 1,290 employees as of December 31, 2013, our manpower is 6,906-strong. Individually, our dedicated and hard working employees have diverse talents and perspectives that lead to more innovative ideas and solutions, and collectively, we are one solid team who share the same values and a strong sense of extended family that compel us to move in one direction. CHINA BANK AND SUBSIDIARY EMPLOYEES 2012 2013 Senior Officers 143 149 Junior Officers 1,291 1,522 Rank & File TOTAL 3,764 3,923 5,198 5,594 Including Plantersbank 2013 22 Senior Officers 244 Junior Officers 2,133 Rank & File 4,529 TOTAL 6,906 COMPENSATION AND BENEFITS China Bank’s compensation policy is anchored on our objective of attracting, retaining, and motivating competent and dedicated employees to support our vision of becoming the best, most admired financial services institution. Our Human Resources Division (HRD), with the approval of our Board of Directors, has established a comprehensive benefits and competitive compensation package that mirrors the Bank’s long-term approach to working relationships, commitment to equal employment opportunity and the best labor practices, and adherence to meritocracy. We believe that it is in the best interest of both the Bank and our employees to fairly compensate our workforce according to the nature of the job, qualifications and experience, and individual performance. Our salary structure consists of grades, with each position assigned a specific job title and grade based on the evaluation of job content and the compensable factors. Upon initial hire, placement within a salary range is according to the level of qualifications and experience of the individual relative to the position’s requirements. Our employees’ salaries are within the prescribed bank salary ranges for their respective corporate ranks/pay class. HRD conducts periodic reviews of our salary administration programs and recommends to the Board salary range adjustments that reflect current competitive practices. Opportunities for pay increases are linked to officers’ performance during the year. Promotions and merit increases are given in accordance with the approved Compensation Policies. The profit sharing/performance bonus is based on the officer’s performance and also in accordance with the Bank’s By-Laws that a percentage of the Bank’s net earnings is allocated/distributed on the basis of the Chief Executive Officer’s recommendation as approved by the Board of Directors. MANPOWER In 2013, HRD strengthened our Performance Management System, aligning the employees’ Performance Key Result Areas to the Balance Score Card of the respective units which support the Bank’s over-all business objectives. In addition to a competitive compensation package, we also provide a comprehensive benefits package for our regular employees. This includes medical, hospitalization, and check-up programs; car plan (for officers); financial assistance programs (e.g. housing, car, appliance, and personal loans); employee retirement plan; leave privileges (vacation leave, sick leave, maternity/paternity leave, study leave, and other leaves as mandated by law); group life and accident insurance coverage; rice subsidy; meal and transportation allowances; and bank uniforms. COMPANY CULTURE Beyond the benefits and perks we give employees, what makes China Bank a desirable place to work for is our culture. China Bank’s culture, defined by our mission and vision, is characterized by openness, loyalty, and more importantly, a trust in each other that regardless of how much the Bank has grown over the years, the small-company, close-knit family feel remains. Our employees conduct themselves and perform their duties consistent with our core values—integrity, high performance standards, commitment to quality, customer service focus, concern for people, efficiency, and resourcefulness / initiative—and together, we embrace and drive change and innovation, with everyone in the team contributing, making a difference, having fun, and feeling rewarded for their hard work. Trust is at the heart of the China Bank culture and we demonstrate this by having clearly defined roles and expectations, and providing employees with the requisite tools, training, and authority to succeed in their careers and contribute to the Bank’s success. We believe that employees who feel trusted and respected will strive harder to maintain that trust and are less likely to do something that will result in a loss of trust. In line with this, we have a succession plan that brings a sense of purpose and sustainability to employees. HRD conducts periodic reviews of the talent pipeline and implements individual career development plans to ensure that intellectual capital is not lost, but transitioned from one employee to another. Below is a table showing the number of China Bank and subsidiary employees hired and promoted in 2012 and 2013 (excluding Plantersbank employees): Year Hired Promoted 2012 1149 612 2013 1145 716 We also endeavor to maintain a good relationship with our retired employees. For the last ten years, we hold a gathering for retired China Bank employees every 3rd week of January. This is a special occasion that is anticipated yearly by the members of the CBC Retirees’ Association as this is where they reconnect with former China Bank colleagues and friends. PROFESSIONAL DEVELOPMENT We place great importance on the continuing skills development of our manpower to maintain our high standards of service across the entire network and to adapt to the changing business conditions and regulatory environment. We have a comprehensive inhouse training program developed with industry experts to build our employees’ operational, technical, marketing, service, communication, and leadership skills, as well as update their knowledge of our Bank policies and all relevant laws and regulations. In addition to the in-house training program, our employees have access to external training programs. We sponsor or reimburse the training/tuition fees of employees who take courses aligned with a professional designation in their current role. We also have a comprehensive development plan for our Management Trainees, which includes a mentoring program with members of our Annual Report 2013 23 ORGANIZATIONAL CHART Board of Directors Board Committees Corporate Governance Compliance Audit Compliance Office Audit Division Executive Committee Compensation Retirement Office of the Vice Chairman Trust Investment Risk Management Trust Group Risk Management Group Corporate Secretary President and CEO Credit Committee Management Committee Information Security Office Security Office Chief Operating Officer Corporate Planning & Investor Relations Relationship Banking Retail Banking Business Chief Finance Officer Business Operations Financial Capital Markets & Investment Corporate Support Lending Business Management Committee as mentors. The China Bank Training Academy and our Intranet portal for e-training are vital to meeting our objective of empowering our manpower. Below is a table showing the number of trainings conducted in 2012 and 2013 with the the corresponding number of participants. Officer Training Staff Training External Executive Total 2013 Programs Conducted 112 184 189 40 525 Officer Training Staff Training External Executive Total 2012 Programs Conducted 97 233 166 23 519 Participants 3,381 5,598 414 75 9,468 Participants 2,591 6,042 256 26 9,030 * One employee may have attended several training programs. 24 REWARDS AND RECOGNITION We recognize the importance of connecting performance to rewards. Promotions are bestowed on deserving employees who work hard and perform well; in addition, we have a Rewards and Recognition program to foster a positive and productive working environment and to motivate employees to always aim for excellence. Specifically for the branch personnel, we have the Annual Branch Banking Group National Convention where the top performing branches and branch managers are recognized for their exemplary performance in different categories. MANPOWER Rewards & Recognition Program Awards Model Employee Award Quick Win Award Breakthrough Idea Award Top Sales and Marketing Award Product of the Year Deal of the Year Project of the Year Special Citation Award Critical Project Completion Award Special Meritorious Circumstances Award BBG National Convention Awards Branch of the Year Top CASA (Checking & Savings Account) Contributors Top Sales Associates Top Performers / Referrors (for Bancassurance, Consumer Banking Group, Cash Management, Insurance, Private Banking Group, Treasury Group, and Trust Group EMPLOYEE RELATIONS We maintain our good relationship with our employees to keep them contributing and fully involved in their work. Aside from providing a rewarding and enriching work experience, we offer our employees a safe and nurturing work environment where everyone is treated fairly and respectfully. The HRD-Employee Relations Department (ERD) provides consultative services for all our employees, in line with its mandate to contribute to high productivity, motivation, and morale, and to cultivate an environment where our people work collaboratively and communicate openly with one another. HRD-ERD is a confidential resource for employees with a problem, complaint, question, or who simply need a sounding board. It advises employees on applicable regulations, legislation, bargaining agreements, as well as grievance and appeal rights and discrimination and whistleblower protections. It manages conflicts and corrects poor performance and employee misconduct, applying the Bank’s policies and regulations fairly and equitably to resolve employee grievances and appeals and promote a better understanding of China Bank’s goals and policies. EMPLOYEE WELFARE We take genuine interest in our people’s welfare. We advocate a good work-life balance to keep our team motivated, healthy, and energized. Our employees enjoy adequate personal and family time-off, and are allowed to have flexible work schedules, as warranted. In place are various sports, recreational, and health and wellness programs to provide our employees with activities outside of the workplace, strengthen camaraderie, and promote community participation and personal growth. We have a year-round schedule of sports activities like bowling, basketball, and badminton, as well as health and wellness programs in the form of group exercises (e.g. Zumba and Aerobics) as a way to improve one’s physical condition and not only to release stress after a hard day’s work. This is in addition to the series of activities (i.e. check-up, immunization) and articles on health and wellness which we publish monthly. We also continually review our HR policies, developing new ones not only in compliance with laws and regulations, but also in keeping with our commitment to protect our greatest asset—our people. All HR policies are available in China Bank’s intranet system for easy reference of employees. Policy on Battered Women Leave The policy provides for the general guidelines and conditions for the grant of this benefit for covered China Bank employees in line with the State’s policy embodied in Republic Act No. 9262. The Battered Woman Leave Benefit comprises ten working days with pay consisting of basic salary, all allowances and other monetary benefits, extendible when the necessity arises as specified in the protection order. Employee shall submit protection order prior to extension. Policy on Hepatitis B Prevention and Control in the Workplace The policy provides for the general guidelines as to the welfare of the employees affected with Hepatitis B; i.e., to guarantee full respect for human rights and uphold the dignity of the concerned employee in line with the State’s effort for prevention and control of Hepatitis B in the workplace, pursuant to Department of Labour & Employment (DOLE) Department Advisory No. 05, Series of 2010. The policy calls for preventive strategies, such as providing adequate hygiene facilities and ensuring the proper disposal of infectious and potentially contaminated Annual Report 2013 25 materials, and screening, diagnosis, treatment, and referral of affected employees to the Bank’s health provider for appropriate medical evaluation/monitoring and management. An employee who contracts Hepatitis B infection in the performance of his/her duty is entitled to sickness benefits under the Social Security System and employees’ compensation benefits under Presidential Decree No. 626. Policy on Drug-free Workplace The policy provides for the general guidelines to protect and safeguard the health and well-being of employees from the harmful effects of dangerous drugs, and in the process ensure safe and efficient business operation pursuant to DOLE Department Order No. 5303, Series of 2003 in accordance with Article V of Republic Act No. 9165, otherwise known as the “Comprehensive Dangerous Drug Act of 2002.” The policy enhances the Bank’s existing drug awareness education and information program and expands the workplace drug-testing program to include not only pre-employment drug-testing but also unannounced random drug testing and reasonable suspicion-testing. The Bank undertakes to protect and uphold the right to privacy of an individual who undergoes drug testing and/or is confirmed to be a drug user except in cases when it is required by law or in cases of overriding public health and safety concerns, and where such disclosure has been authorized in writing by the person concerned. Any employee who (a) tested positive for the use of Dangerous Drugs; (b) is found guilty of the prohibited activities mentioned in Section III hereof; or (c) refuses to submit to testing under this Policy shall be subject to appropriate disciplinary action, which shall include termination, subject to the provisions of Article 282 of the Labor Code. Policy on Solo Parent Leave The policy provide for the general guidelines and conditions for the grant of this benefit for covered China Bank employees in line with the State’s policy embodied in Republic Act No. 8972. The Solo Parent Leave Benefit applies to all China Bank employees, regardless of employment status, considered a “Solo Parent” as categorized in Section III (b) and has complied with the conditions provided in Section VI of the policy. China Bank employees who are solo parents are entitled to seven working days of paid Solo Parent Leave for every calendar year, in addition to other leave privileges under existing laws and company policies, to enable them to perform parental duties and responsibilities where their physical presence is required. Policy on Tuberculosis Prevention and Control in the Workplace The policy provides for the general guidelines as to the welfare of the employees affected with Tuberculosis; i.e., to guarantee full respect for human rights and uphold the dignity of the concerned employee in line with the State’s effort for prevention and control of Tuberculosis (TB) in the workplace pursuant to DOLE Department Order No. 73-05 Series of 2005. The policy states that employees who have or had TB shall not be discriminated against. Instead, they shall be supported with adequate diagnosis and treatment, and shall be entitled to work for as long as they are certified by the Bank’s accredited health provider as medically fit and shall be immediately restored to work as soon as their illness is controlled. There will also be work accommodation measures to accommodate and support employees 26 with TB which may include flexible leave arrangements, rescheduling of working times and arrangements for return to work. Moreover, a TB awareness program shall be undertaken through information dissemination, and that workplaces will be provided with adequate and appropriate ventilation in compliance with Rule 1076.01 of the DOLE-Occupational Safety and Health Standards to ensure that contamination from TB airborne particles is controlled. Policy on HIV and AIDS Prevention and Control in the Workplace The policy provides for the general guidelines on the uniform and fair approach to the effective prevention of HIV/AIDS amongst employees and the comprehensive management of HIV-positive employees and employees living with AIDS pursuant to DOLE Department Order No. 102-10, Series of 2010 in compliance with Republic Act No. 8504. The policy states that employees shall not be discriminated against, from pre- to post-employment, including hiring, promotion or assignment, because of their HIV/AIDS status, be it actual, perceived or suspected with HIV infection; that compulsory HIV testing shall not be a pre-condition to employment; that employees shall not be terminated from work if the basis is the actual, perceived or suspected HIV status; and that employees shall practice non-discriminatory acts against co-employees. Access to personal data relating to an employee’s HIV status shall be bound by the rules of confidentiality consistent with the provisions of R.A. No. 8504 and the ILO Code of Practice. HIV/AIDS-related information of employees shall be kept strictly confidential and kept only on medical files, whereby access to information shall be strictly limited to medical personnel or if legally required in accordance with the provision of R.A. No. 8504 and its Implementing Rules and Regulations. The Bank shall take measures to reasonably accommodate employees AIDS-related illnesses and institute workplace program for HIV/AIDS education, prevention, and control. Policy on Breastfeeding in the Workplace The policy provides for the general guidelines and conditions for the grant of this benefit for covered China Bank employees pursuant to the Expanded Breastfeeding Promotion Act (RA 10028). The Bank shall implement a breastfeeding program as part of its human resource development, which shall include, among others, (a) information dissemination on the benefits of breastfeeding; (b) conduct adequate orientation on lactation management; and (c) implement a support system for nursing employees. The policy states that nursing employees are entitled to break intervals of not less than a total of 40 minutes for every eight-hour working period to breastfeed or express milk, in addition to the regular time-off for meals. These break intervals, which shall include the time it takes an employee to get to and from the workplace lactation, shall be counted as compensable work time, provided that the nursing employee notifies her immediate Supervisor, prior to the use of the break interval, that she will make use of the Bank’s lactation stations and provided, further, that the nursing employees signs in the corresponding Logbook maintained in the Bank’s designated Lactation Stations for every use thereof. For Branches, it is sufficient for a nursing employee to inform her immediate Supervisor, prior to the use of the break interval, that she will be breastfeeding or expressing milk. CORPORATE SOCIAL RESPONSIBILITY Responsible Operations Annual Report 2013 27 Corporate Social Responsibility (CSR) is a vital part of China Bank’s long-term success. We integrate social, environmental, and governance practices into our day-today business activities to maintain a balance between our business interests and our stakeholders’ welfare, and create a positive impact on our people, customers, investors, the environment, the economy, and the communities we In 2013, we continued to focus on promoting financial inclusion, sustainable finance, environmental protection, and social development. We engaged our employees and partnered with our customers, various community groups, and charitable organizations to support causes that serve the interests and the needs of society as a whole, and help provide solutions to economic, social, and environmental challenges. FINANCIAL INCLUSION We are expanding our nationwide footprint and improving our service delivery channels to provide financial access to more people, with the aim of bringing into the mainstream economy those who are not in the realm of financial services. Through our savings bank subsidiary China Bank Savings (CBS), we continue to explore new ways of increasing financial inclusion. In July 2013, CBS began opening mini branches in Savemore outlets in Metro Manila, tapping the un-banked and underserved sectors and making it easy for them to start banking relationships with low—even zero—initial deposit accounts and micro financing. Open daily and designed in look and in processes to be very accommodating to first time bank customers, CBS mini branches serve a wide range of clients: from maids, cigarette vendors, tricycle drivers— people who would otherwise be intimidated transacting in a traditional bank branch—to students, housewives, and professionals. CBS mini branches, now numbering ten, have close to 5,000 accounts. 30% of the mini branches’ 28 customer profile belongs to the D & E socioeconomic class. 15 more CBS mini branches in Savemore as well as SM Hypermart outlets will be opened within the year. We also continue to support small- and medium-scale enterprises (SMEs), increasing our lending to the sector by 10% in 2013. To accelerate our SME strategy, we acquired two banks under the Bangko Sentral ng Pilipinas’ (BSP) Strengthening Program for Rural Banks (SPRB) Plus: Pampanga-based rural bank Unity Bank in November 2012, merged with CBS on January 20, 2014, and Planters Development Bank (Plantersbank), MOA in September 2013, with the Share Purchase Agreement executed on January 15, 2014. The acquisition of Plantersbank, the country’s largest private CBS mini branches attract people from all walks of life to bank as they go about their grocery shopping. CORPORATE SOCIAL RESPONSIBILITY development bank and leading bank for SMEs, bolsters our current strategy in two areas— growing our middle market/SME portfolio and our network expansion program. We are moving forward, making full use of our common strengths and harnessing the synergies to achieve cost efficiencies and ensure the continued development of broad-based access to financial products and solutions for SMEs. SUSTAINABLE ENERGY FINANCE Society’s expectations and the interests of future generations are crucial to China Bank’s financing decisions. Beyond the numbers, we take into consideration the environmental, social, and governance risks involved in supporting certain businesses and industries. Our partnership with IFC, a member of the World Bank Group, for technical assistance and advisory services under IFC’s Sustainable Energy Finance (SEF) Program, enables us to identify potential renewable energy and clean development projects, analyze the project risks, and package viable financial structures to promote sustainability and improve business bottom lines. In 2013, China Bank helped finance a number of energy projects that have adopted “clean coal technology” to produce power in an economical and environmentally responsible manner. These include the 300-megawatt capacity expansion of the coal-fired power plants of Semirara Mining Corp. subsidiary Southwest Luzon Power Generation Corp.in Calaca, Batangas; the construction of Global Business Power Corp. subsidiary Toledo Power Corp.’s 82-megawatt coal-fired power plant in Toledo City, Cebu; the construction and operation of Aboitiz Power Corp. subsidiary Therma South, Inc.’s two 150-megawatt circulating fluidizedbed (CFB) electric power generation facility in Davao City and Davao del Sur, which once operational by 2015 will be the largest coal-fed power plant in Mindanao; and the construction and operation of one of the most advanced and most fuel-efficient plants in the Visayas, a 135-megawatt CFB power plant project in Concepcion, Iloilo, expected to be operational by mid-2016. ENVIRONMENTAL PROTECTION Our people are our partners in protecting the environment. As with all of China Bank’s CSR activities, we encourage staff involvement, working hand in hand with them to raise awareness of environmental issues and promote reducing, reusing, and recycling. For over ten years now, China Bank has a solid waste management program, which we continuously implement and improve on. Garbage is properly segregated and the recyclable materials are turned over to our recycling partners at regular intervals. China Bank is actively involved in the program “Promoting Energy Efficiency in the Makati Central Business District” which primarily aims to promote energy efficiency and help alleviate climate change. And in the last six years, we have implemented projects to progressively reduce our operation’s impact on the environment, like switching to energy-efficient lighting and air conditioning systems, acquiring technologies to automate processes, including installing video conferencing facilities at our head office and business centers in Luzon, Visayas, and Mindanao to reduce the need for travel and thereby contribute to a reduction in land and air travel emissions. We also developed policies on conserving energy, water, and paper supplies bank wide and have begun using recycled paper on our annual reports, and eventually other publications and printed marketing materials. We continued to implement in 2013 our internal “Going Green” campaign launched in 2012, encouraging our employees to adopt as well as promote sustainable working and living practices to others. The heads of the different branches, departments, and subsidiaries are the environment ambassadors tasked to remind the staff to support the campaign at every possible opportunity, as well as to monitor and police their own areas of responsibility. As a result, we generated electricity, paper, and ink savings in 2013 despite the continued branch and manpower expansion. Annual Report 2013 29 16-year old Mark Joseph B. Millagrosa is one of the 16 CFC-ANCOP scholars sponsored by China Bank. He completed his high school education at the San Isidro National High School through the scholarship program. He graduated on March 27, 2014 and intends to pursue an engineering degree. SOCIAL DEVELOPMENT Community involvement is a cornerstone of China Bank’s CSR program. We support various noteworthy projects for the underprivileged sector, provide educational assistance to promising children, undertake charitable fundraising, and encourage employee volunteerism in our efforts to give back to society. At the same time, our branches nationwide actively participate in a number of local events such as sports tournaments, cultural fairs, and anniversary celebrations and conventions of different associations, organizations, and universities to uphold community values and traditions and foster camaraderie in the communities where we operate. In 2013, we continued to contribute to social development. We again supported the Child Sponsorship Program of CFC-ANCOP (Answering the Cry of the Poor, a ministry of Couples for Christ), sponsoring 16 ANCOP scholars for the school year 2013-2014. At the same time, deserving children of China Bank employees continue to benefit from our scholarship programs for high school and college education—the G.U.D Scholarship Fund, named after Board Vice Chairman Gilbert U. Dee, and the D.C.C. Scholarship Fund, named after one of our founding fathers, Dee C. Chuan. 30 China Bank is committed to help in times of great need. We conducted donation drives for the victims of the three major disasters in 2013: Typhoon Maring, Bohol Earthquake, and Typhoon Yolanda. Over P3 million in employee and client donations were raised and turned over to the Philippine Red Cross and CFC-ANCOP for their relief and rehabilitation efforts. As always, our mandate is to secure our people first. Our priority in any calamity is the safety and welfare of our personnel. Using all means and resources available, we conducted a search and rescue and several waves of relief operations for employees and their families affected by the recent super typhoon. Demonstrating our company spirit, China Bank employees volunteered to help in these efforts. Aside from making monetary and in-kind donations, they donated their time, helping locate missing colleagues, and repacking and distributing relief goods. We also had a separate internal donation drive and provided a calamity assistance package to affected employees which include cash assistance, calamity loan equivalent to a maximum of four months’ salary at a reduced interest and flexible payment terms, and special leaves that are not chargeable against vacation leave credits. CORPORATE GOVERNANCE Responsibility to Stakeholders Annual Report 2013 31 China Bank’s awards in good governance clearly indicate the seriousness of our advocacy and our track record in living up to continuously improving benchmarks. We are committed to building and maintaining relationships based on trust and fairness with all our stakeholders, and conducting our business ethically and in accordance with internationally-recognized best practices. In 2013, we continued to practice the principles of good governance and made strategic and operational improvements to achieve greater transparency and create long-term value. We have submitted our Annual Corporate Governance Survey Disclosure Form to the Philippine Stock Exchange (PSE), as required, which is the basis of the Annual PSE Bell Awards. Our adherence to the high standards of corporate governance was again recognized by the PSE. At the 2013 Bell Awards, China Bank was again named as one of the best-governed companies in the Philippines—the only bank among the top five awardees in the publiclylisted companies category and one of China Bank Chairman Hans T. Sy accepting the award from SEC Chairperson Teresita J. Herbosa, head of the 2013 Bell Awards panel of judges. Looking on are (from left) Deloitte Philippines Managing Partner and CEO Gregorio only two other awardees to have been in S. Navarro, PSE Bell Awards judge; and PSE Chairman Jose T. Pardo. the top five twice in a row. China Bank was also the recipient of the Gold Award CORPORATE OBJECTIVE for Corporate Governance by the Institute of Corporate Directors Our goal is to be among the top five banks in the country in (ICD) in 2011 and 2012. terms of resources and size of the branch network. The Bank’s five As we expand our operations through organic growth and year plan articulates our strategies to generate greater value from strategic alliances, we will continue to strengthen our corporate the network expansion, new businesses, and stronger presence governance practices to ensure that we are not just consistent with in the MME and SME markets. In the process, we will build a the rule of law, but that China Bank is run soundly and prudently, more responsive, cost efficient, and market focused organization in a manner that fits the best interests of our stakeholders. that is primed to meet the challenges of a fast changing financial environment. CORPORATE GOVERNANCE POLICY The Board of Directors, Management, employees, and BOARD OF DIRECTORS shareholders believe that good corporate governance is a The Board of Directors is the highest governing authority at necessary component of what constitutes sound strategic China Bank. The Board, responsible for the governance of the Bank business management and will therefore undertake greater effort and accountable to our shareholders, guides our overall philosophy necessary to create more and continuing awareness within the and direction and sets the pace for our current operations and organization. future developments. Governance by the Board also includes monitoring Management’s performance, establishing standards of accountability, and setting our corporate values. 32 CORPORATE GOVERNANCE China Bank has a high-performance Board whose members have diverse and relevant skills and work well together as a team. Our 2013 Board is composed of eleven directors and one adviser, Honorary Chairman Henry Sy, Sr. Of the eleven, three are executive directors: Vice Chairman Gilbert U. Dee, President and CEO Peter S. Dee, and Senior Executive Vice President and Chief Operating Officer Ricardo R. Chua. The rest are nonexecutive directors. China Bank has no executive director who serves on more than two boards of listed companies outside of the group. The Board composition complied with the regulatory requirements. INDEPENDENT DIRECTORS To create a strong element of independence in the China Bank Board, we have three independent, non-executive directors: Dy Tiong, Alberto S. Yao, and Roberto F. Kuan. We exceeded the legal requirement of no less than two independent directors, and fully complied with all the applicable rules on the nomination and election of our independent directors. We define an independent director as holding no interests or relationships with China Bank, the controlling shareholders, or the management that would influence their decisions or interfere with their exercise of independent judgment. As stated in our Corporate Governance Manual, our independent directors have a term of five years, with a two-year cooling off period before they can serve for another five years; and while they are in our Board, they are not allowed to hold interlocking directorships in more than five listed companies. CHAIRMAN The roles of the chairman and president/chief executive officer (CEO) are segregated but complementary to ensure an appropriate balance of power and greater accountability. The chairman of the board is Hans T. Sy. He was our vice chairman from 1989 until 2001, when he became chairman. He has never been a CEO of China Bank or held any executive positions in the Bank. As chairman, he is responsible for the leadership and effective running of the Board. His duties also include maintaining a relationship of trust with board members; ensuring that the Board takes an informed decision, and that board meetings are held in accordance with our by-laws, taking into consideration the suggestions of the CEO, management, and the directors; and maintaining quality and timely lines of communication and information between the Board and management. PRESIDENT AND CEO Peter S. Dee is our incumbent president and CEO, elected in 1985. Subject to the control of the Board which has direct charge of the business of the Bank and general supervision of the business affairs and property of the Bank, he is primarily responsible for the achievement of agreed objectives and execution of strategy as established by the Board, and for leading the senior executive team in the day-to-day running of the business. In the absence or inability of the chairman and the vice-chairman of the Board, Annual Report 2013 33 he is authorized to preside over the board meetings and the stockholders’ meeting. ELECTION OF THE BOARD The position of a China Bank director is a position of trust; thus, the directors are selected for their integrity, leadership, experience at policy-making levels, and their ability to render independent judgment. The shareholders nominate candidates by submitting the nomination to any of the members of the Nomination Committee, the Corporate Governance Committee, or the corporate secretary on or before the prescribed date. The Corporate Governance Committee reviews and evaluates the qualifications of the candidates, the full Board confirms these candidates’ nomination, and the shareholders elect the directors during the Annual Stockholders’ Meeting. Upon their election, the members of the Board are issued a copy of their general and specific duties and responsibilities as prescribed by the Manual of Regulations for Banks (MORB), which they acknowledged to have received and certified that they read and fully understood the same. Copies of the acknowledgement receipt and certification are submitted to the Bangko Sentral ng Pilipinas (BSP) within the prescribed period. Moreover, the directors also individually submit a Sworn Certification that they posses all the qualifications as enumerated in the MORB. These certifications are submitted to BSP after their election. Additional certifications are executed by independent directors to comply with the Securities Regulation Code and BSP rules which are then submitted to the SEC. SUCCESSION Succession, replacement or vacancy in the Board is addressed in the Bank’s By-Laws, stating that vacancies in the Board may be filled by appointment or election of the remaining directors, if still constituting a quorum; otherwise, the stockholders shall fill such vacancy in a regular or special meeting called for this purpose. Ultimately, it is the Board’s discretion whether to fill up such vacancy or not. BOARD MEETINGS The organizational meeting of the Board is held after the Annual Stockholders’ Meeting. Regular Board meetings are held at least once a month; however, special board meetings may be called by either the chairman or CEO, or upon the request of three directors. 34 The directors are expected to prepare for, attend, and participate in these meetings, and to act judiciously, in good faith, and in the best interest of China Bank and our shareholders. The Board is informed on an ongoing basis of the Bank’s performance, major business issues, new developments, and the impact of the economic environment. The Board also has full and unrestricted access to management and employees of the Bank and affiliated companies, external consultants and advisors, and the corporate secretary, Vice President Corazon I. Morando, in the execution of their duties. The meetings of the Board and its committees are recorded in minutes, and all resolutions are documented. In 2013, the China Bank Board had 15 meetings, including the organizational meeting. Board Name No. of meetings attended % Chairman Hans T. Sy 14 93 Vice Chairman Gilbert U. Dee 13 87 Member Peter S. Dee 14 93 Member Joaquin T. Dee 15 100 Member Herbert T. Sy 15 100 Member Harley T. Sy 13 87 Member Jose T. Sio 14 93 Member Ricardo R. Chua 14 93 Independent Dy Tiong 13 87 Independent Alberto S. Yao 14 93 Independent Roberto F. Kuan 14 93 BOARD COMMITTEES China Bank has eight board-level committees and three management-level committees. Members of the different committees are appointed by the Board at the annual organizational meeting, taking into account the optimal mix of skills and experience of the members. The composition and duties of these committees are set forth in their respective committee charters in compliance with legal requirements. The charters are posted in our website www.chinabank.ph. Executive Committee (ExCom) has the powers of the Board in the management of the business and affairs of China Bank between meetings of the Board of Directors, to the fullest extent permitted under Philippine law. CORPORATE GOVERNANCE The ExCom convened 36 times in 2013. Name of Director Attendance % Hans T. Sy 32 89 Gilbert U. Dee 32 89 Peter S. Dee 32 89 Joaquin T. Dee 36 100 Ricardo R. Chua 35 97 Risk Management Committee (RMC) is responsible for the oversight and development of all the Bank’s risk management functions, including the evaluation of the risk management plan to ensure its continued relevance, comprehensiveness, and effectiveness. The RMC convened 13 times in 2013. Name of Director Attendance % Alberto S. Yao 12 92 Hans T. Sy 11 85 Gilbert U. Dee 13 100 Joaquin T. Dee 13 100 Audit Committee primarily oversees all matters pertaining to audit, including the evaluation of the adequacy and effectiveness of the Bank’s internal control system. It is the view of the Audit Committee that the Bank’s internal control system is adequate and appropriate. It likewise provides oversight on the activities of Management and the internal and external auditors. The Audit Committee had 12 joint meetings with Compliance and Corporate Governance Committees in 2013. Name of Director Attendance % Hans T. Sy 12 100 Joaquin T. Dee 12 100 Dy Tiong 9 75 Alberto S. Yao 11 92 Roberto F. Kuan 9 75 Compliance Committee is tasked to ensure that Management is doing things in accordance with the prescribed rules, policies, procedures, guidelines and the like, and that appropriate corrective actions are being taken when necessary or required. Corporate Governance Committee (CorpGov) is responsible for ensuring the Board’s effectiveness and due observance of Corporate Governance principles and guidelines, and oversees the periodic evaluation of the Board and its Committees, as well as of Management. The CorpGov Committee had 12 joint meetings with the Audit and Compliance Committees and seven joint meetings with the Nominations Committee. Name of Director Attendance % Hans T. Sy 7 100 Joaquin T. Dee 7 100 Dy Tiong 6 86 Alberto S. Yao 7 100 Roberto F. Kuan 7 100 Nominations Committee is tasked to review and evaluate the qualifications of all persons nominated to the Board, as well as appointments requiring Board approval and promotions favorably endorsed by the Promotions Review Committee. Compensation or Remuneration Committee provides oversight over the remuneration of senior management and other key personnel, ensuring that compensation is consistent with the Bank’s culture, strategy and control environment. The Committee convened four times in 2013. Name of Director Attendance % Hans T. Sy 4 100 Gilbert U. Dee 4 100 Peter S. Dee 3 75 Joaquin T. Dee 4 100 Dy Tiong 3 75 Herbert T. Sy 4 100 Trust Investment Committee (TIC) is responsible for the investment supervision over all the portfolios or funds under the management of the Trust Group. It acts upon all trust business for acceptance as well as approval of all investments for trust and agency accounts, unless this function is specifically delegated by the Board to the head of the Trust Group or other senior officers of the Bank, consistent with existing regulations. Annual Report 2013 35 The TIC convened 12 times in 2013. Management Committee Name of Director Roberto F. Kuan Attendance % 11 92 Chairman Credit Committee Board of Trustees of CBC Employees’ Retirement Fund Ricardo R. Chua Gilbert U. Dee Gilbert U. Dee Peter S. Dee Harley T. Sy 11 92 Peter S. Dee 11 92 Vice Chairman Ricardo R. Chua Jose T. Sio 11 92 Members Gilbert U. Dee Nancy D. Yang Peter S. Dee Rene J. Sarmiento 11 92 Peter S. Dee Samuel L. Chiong* Ricardo R. Chua Nancy D. Yang Ramon R. Zamora Samuel L. Chiong* William C. Whang Rene J. Sarmiento Ananias S. Cornelio III ** Ramon R. Zamora Melissa F. Corpus ** Rhodora Z. Canto Antonio S. Espedido, Jr. Alberto Emilio V. Ramos** William C. Whang Alexander C. Escucha Virgilio O. Chua*** Rosemarie C. Gan**** Management Committee (ManCom) formulates the Bank’s business plans and budget as directed by the Board and reports to the Board on the implementation of corporate strategies designed to fulfill the Bank’s corporate mission and business goals. At the operating level, it covers top management matters such as, but not limited to, environmental assessment, objectives setting, performance and budget review, asset/liability management, organizational and human resource development, product development, and major operating policies. Credit Committee (CreCom) reviews and approves all credit applications within its credit approval authority. It also reviews all credit applications exceeding its credit approval authority, and if found acceptable, endorses such to the Executive Committee or the Board of Directors. Board of Trustees of CBC Employees’ Retirement Plan is responsible for the investment and disbursement of the assets of CBC Employees’ Retirement Plan in accordance with SEC regulations and the best interests of the plan holders. 36 No. of Meetings in 2013 49 50 * Retired January 31, 2014 ** Non-voting member *** Effective January 8, 2014 **** Effective February 13, 2014 BOARD ORIENTATION AND TRAINING PROGRAM In place is a full orientation and continuing education process for the Board. In accordance with the MORB, all our directors have attended the required Corporate Governance Seminar. On January 8, 2014, the Board, together with members of the ManCom attended a Corporate Governance Workshop conducted by the Bank in collaboration with ICD. The workshop was a good learning opportunity for the board and the rest of the attendees, including officers of the Compliance Office, Human Resources Division, Internal Audit, Risk Management Group, and Office of the Corporate Secretary, as it provided useful insights on current governance issues, including the impact of the ASEAN economic integration by 2015, the ASEAN Corporate Governance Scorecard (ACGS), and the performance governance system of ICD. CORPORATE GOVERNANCE BOARD AND CEO EVALUATION In compliance with the existing rules and on international best practices, an annual self-assessment is conducted by the Board— the individual members, the committees, and the collective since 2005. A specific CEO self-assessment was introduced in 2010 in compliance with the best practices on corporate governance. The formal self-rating system focuses on the level of compliance with leading practices and principles on good governance and identifies areas for improvement. Below is the rating system used: Rating Poor - Leading practice or principle is not adopted in the company’s Manual of Corporate Governance 1 Needs Improvement - Leading practice or principle is adopted in the Manual but compliance has not yet been made 2-3 EXECUTIVE OFFICERS OF THE BANK Our executive officers, subject to control and supervision of the Board, collectively have direct charge of all business activities of the Bank, and are responsible for the implementation of the policies set by the Board. China Bank has a long history of highly qualified and experienced management teams with track records of delivering on business plans and achieving results in the financial services industry. The members of our current senior management team have a mix of business, legal, and financial expertise, with an average of over 20 years’ experience in the banking and financial services sectors and has demonstrated leadership not only at China Bank, but also with other leading Philippine and international financial institutions. Description 0 Fair - Leading practice or principle is adopted in the Manual and compliance has been made but with major deviation(s) or incompleteness 4 Good - Leading practice or principle is adopted in the Manual and compliance has been made but with minor deviation(s) or incompleteness 5 Excellent - Leading practice or principle is adopted in the Manual and full compliance with the same has been made Position We also adopted the SEC-prescribed performance assessment for the Audit Committee in 2012. In accordance with SEC Memorandum Circular No. 4, Series of 2012, the results are validated by the Corporate Governance Compliance Officer and forms part of the record of the Bank which may be examined by the Commission from time to time. The results are summarized and reported also to the Board. Based on the results of the annual evaluation, there are no significant deviations and in general, the Bank has fully complied with the provisions and requirements of the Corporate Governance Manual. Name Age Citizenship Vice Chairman of the Board of Directors Gilbert U. Dee 78 Filipino President and Chief Executive Officer Peter S. Dee 72 Filipino Senior Executive Vice President and Chief Operating Officer Ricardo R. Chua 61 Filipino Executive Vice President Antonio S. Espedido, Jr. 58 Filipino Executive Vice President William C. Whang 55 Filipino Senior Vice President Nancy D. Yang 74 Filipino Senior Vice President Samuel L. Chiong* 64 Filipino Senior Vice President Ramon R. Zamora 65 Filipino Senior Vice President Rene J. Sarmiento 60 Filipino Senior Vice President Alexander C. Escucha 57 Filipino Senior Vice President Alberto Emilio V. Ramos 54 Filipino Senior Vice President Rosemarie C. Gan 56 Filipino First Vice President II Virgilio O. Chua 47 Filipino Annual Report 2013 37 Position Name Age Citizenship First Vice President II Victor O. Martinez 48 Filipino First Vice President I Philip S.L. Tsai 63 Filipino First Vice President I Gerard T. Dee 50 Filipino First Vice President I and Chief Risk Officer Ananias S. Cornelio III 38 Filipino Vice President and Corporate Secretary Corazon I. Morando 72 Filipino * Retired January 31, 2014 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS In accordance with the Bank’s amended By-Laws, members of the Board of Directors are entitled to a per diem of P500.00 for attendance at each meeting of the Board or of any committees and to 4% of the Bank’s net earnings. The directors’ remuneration covers all China Bank Board activities and membership of committees. Non-executive directors do not receive any performance related compensation. On the other hand, our executive officers receive compensation based on their performance, banking experience, employment status, position, and rank in the Bank. The compensation policy for employees is on page 22. INTERNAL AUDIT The Internal Audit function covers the independent and objective evaluation of the Bank’s risk management, control, and governance processes. This is handled by the Audit Division, headed by the chief audit executive (CAE), Vice President Marilyn G. Yuchenkang. The CAE has dual reporting lines in order to maintain organizational independence—functionally to the Audit Committee and administratively to the president and CEO. The Audit Division performs its mandated tasks based on the Boardapproved Internal Audit Charter. Its authority cuts across all functions, units, processes, records, and personnel in relation to the conduct of its role. A risk-based audit approach is used for the preparation of the Annual Audit Plan. Based on the results of the division-wide annual risk assessment, the primary focus of assurance services in 2013 was operational risk. Majority of the audit engagements last year were conducted to determine the effectiveness of control processes in place to mitigate this prioritized risk. The Audit Division also conducted an Internal Quality Assessment to determine the degree of Internal Audit Activity’s conformance with the Institute of Internal Auditors’ (IIAs’) Definition of Internal Auditing, Code of Ethics and Standards, and to prepare Audit Division in the upcoming External Quality Assessment Review. 38 To continually develop the internal audit team’s skills and capabilities vis-à-vis the changing banking landscape and new regulations, the audit personnel attended various internal and external trainings, some of which focused on specialized areas, like ICAAP, Risk Models Validation, Treasury, Trust, Anti-fraud, etc. The division is also acquiring an audit tool for data analytics that will expedite the gathering and processing of audit information, as well as to broaden audit coverage and enhance efficiency in performing audit procedures. Overall, the Audit Division works continually to improve existing process and methodology to provide quality services and to add value to the Bank and other stakeholders. EXTERNAL AUDIT The Audit Committee is responsible for the appointment of an external auditor to ensure its independence from the internal auditors. SyCip Gorres Velayo & Co. (SGV), a member firm of Ernst & Young, has been China Bank’s external auditor for over 20 years, with the partners rotated every five years, as required by law. Ms. Vicky Lee Salas was assigned in 2011 as SGV’s partnerin-charge for China Bank. No member of the Board or senior Management (FVP-up) was a former employee or partner of SGV in the last two years. SGV plays a crucial role in ensuring that our financial statements factually represent our accounting records and are treated and presented in accordance with Philippine Financial Reporting Standards (PFRS). Throughout the years that SGV has been auditing the Bank, it has not found any significant exceptions, such as cases of fraud or dishonesty, and any other matters which could potentially result in material losses to the Bank and our stakeholders. SGV representatives are present at the Bank’s annual stockholders meeting to respond to matters concerning their audit of the Bank. Fiscal Year 2013 2012 Audit Fees P1,860,000.00 P1,780,000.00 CORPORATE GOVERNANCE The audit fees are inclusive of other assurance and related services by the external auditor that are reasonably related to the performance of the audit or review of the Bank’s financial statements. The matter of the 2013 audit fees was taken up and approved by the Audit Committee at its regular meeting on February 19, 2014. SGV is again recommended for appointment at the scheduled 2013 annual stockholders meeting. RISK MANAGEMENT We recognize that the business of banking necessarily entails risk, and that proper risk mitigation, not outright risk avoidance, is the key to long-term success. Our risk management principle centers on determining how much risk we are willing to bear for a given return, deciding if the risks represent viable opportunities, and finding intelligent approaches to managing risks. Our corporate governance structure keeps pace with the changing risks that China Bank faces and will be facing in the coming years with a dynamic risk management program that calls for the continuing reassessment of risks and controls and the timely reporting of these risks to the Board. As mandated under existing regulations, the Board is responsible for the approval and overseeing the implementation of risk management policies. The Board has delegated this function to the Risk Management Committee (RMC) which includes among others, the development of various risk strategies and principles, control guidelines policies and procedures, implementation of risk measurement tools, monitoring of key risk indicators, and the imposition and monitoring of risk limits. The RMC regularly reviews China Bank’s risk profile and the effectiveness of risk management systems. Moreover, internal auditors test and evaluate our risk management program to determine whether it is effective and communicate the results to the Board and the Audit Committee. The Risk Management Group (RMG), headed by our chief risk officer, First Vice President Ananias S. Cornelio III, is responsible for executing the risk management function and the guidelines set by the RMC, including the identification and evaluation on a continuous basis of all considerable risks to the business, and challenging business lines regarding all aspects of risks arising from the Bank’s activities. In 2013, RMG continued to strengthen China Bank’s risk management framework to effectively assess, manage, and monitor China Bank’s risks across a broad range of activities. MARKET AND LIQUIDITY RISK The objective of our market risk policies is to obtain the best balance of risk and return while meeting our stakeholders’ requirements. Meanwhile, our liquidity risk policies center on maintaining adequate liquidity at all times to be in a position to meet all obligations as they fall due. RMG continued to implement its roadmap in 2013 including enhancements and projects in support of these objectives. Budget and capital considerations (Pillar II guidelines) are now effectively embedded into risk taking activities via the Valueat-Risk (VaR) limits. The annual VaR Limits review incorporates the impact of the 1-day and 10-day VaR on Capital Adequacy Ratio (CAR) as a basis for establishing limits, in addition to the annual trading budget and the Bank’s risk tolerance. China Bank’s application for Type 2 Derivatives license was completed by the end of 2013, final approval from the BSP is expected in early 2014. The guidelines for trading financial derivatives, Product Programs for dealing in derivative instruments, and models for measuring and monitoring market risk exposures on derivative products are all in place. Historical Simulation VaR has also been applied for financial derivatives instruments, including Interest Rate Swaps and Foreign Exchange Swaps and Forwards. Only the standard products such as bonds remain under Parametric VaR. For interest rate risk, the monitoring of actual interest rate volatilities is now included in the regular reporting to the RMC to apprise the members when actual volatilities exceed the 1% shift used for monitoring Earnings-at-Risk (EaR). RMG is looking to improve interest rate risk measurement with a sensitivity analysis of the Bank’s accrual portfolio that will be in line with the Funds Transfer Pricing (FTP) plans of the business. A Balance Sheet Value at Risk (BSVAR) is also another tool RMG is considering, depending on the robustness of the existing system. Independent validation of our internal risk measurement models – VaR, EaR, and MCO, was concluded in 2013 and the findings were presented by the external consultant to the RMC. On stress testing, RMG developed an Integrated Stress Testing framework (IST) for the January 2014 ICAAP submission, in addition to the various stress tests already in place. Instead of the previous Internal Models Approach that only determines the capital charge of individual risks on a silo basis, the IST framework allows us to evaluate China Bank’s overall vulnerabilities on specific events or crisis and gauge the Bank’s ability to withstand stress events. The IST market risk capital requirements are based on the impact of adverse changes in market risk factors that could potentially affect the Bank’s trading and investment portfolios. Annual Report 2013 39 Moving forward, RMG plans to further enhance scenario analysis and stress testing. On Liquidity Stress Testing, another stress scenario was added to assess vulnerabilities on the Large Funds Provider (LFP). The Sensitivity Analysis on Liquidity Stress Testing was also introduced to determine the level of deposit run-off that the Bank can withstand during stress events. Meanwhile, our Contingency Funding Plan (CFP) policies and guidelines were enhanced to define the roles and responsibilities of key personnel in the event of a liquidity crisis and activation of the CFP. The static module of the ALM system was implemented in 2013, enabling a more efficient reporting of the Bank’s exposures on liquidity and interest rate risk in the balance sheet. This important information on the Bank’s exposures generates insights that lead to the formulation of timely and effective interest rate strategies and funding plans. In the pipeline is the implementation of the Advanced Liquidity Module to automate liquidity stress testing. In line with the Operational Risk Division’s Business Continuity Plan (BCP) level 1 testing, the access to the ALM and Treasury system and the resumption of RMG’s normal activities was successfully tested in a drill held at the Bank’s Binondo Recovery Center. Towards the end of the year, RMG provided Management with an estimate of the Bank’s Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio (NSFR) based on its interpretation of the guidelines set under the Basel III framework and available data. Moving forward, RMG formed a team in 2014, which includes representatives from Treasury and Accounting, units responsible for managing the Bank’s liquidity and financial regulatory reporting, to spearhead the Bank’s adoption of Basel III International Framework for Liquidity Risk Measurement, Standards and Monitoring. RMG will also be evaluating the adoption of other Basel III recommended monitoring tools, if applicable. CREDIT RISK Our policies for managing credit risk are determined at the business level with specific procedures for different risk environments and business goals. For 2013, RMG focused on improving China Bank’s ability to properly price credit risk. This includes periodic monitoring and evaluation of the existing linkage between loan pricing and credit risk rating. In line with this, a surface-level validation of the Internal Credit Risk Rating System (ICRRS) was done to have a broad assessment of the performance of the ICRRS in terms of predicting credit-worthiness and probability of default of borrowers. This is in addition to the process validation done by SGV in 2012. Based on the conclusions drawn upon the results of the surface-level validation, Management approved the engagement of a third-party consultant 40 to perform a comprehensive quantitative validation of the ICRRS and if necessary, based on the output from the initial phase, proceed to the next phase, which is the recalibration of the ICRRS. The use of a Risk-Matrix Grid was introduced in determining the lending units to be prioritized for review based on certain variables which include number of past dues and past due levels, portfolio growth, and regularization of previous deficiencies. RMG also reviewed the existing credit risk limits/thresholds (e.g. internal SBL, industry division limit) and recommended changes to ensure that the limits/thresholds do not curtail business operations and yet stays within the risk appetite of the Board. RMG likewise quantified the impact to the capital ratios of the Bank based on the guidelines provided in the BSP exposure draft on Credit Value Adjustment and Asset Value Correlation. The scenarios and assumptions used in the stress testing exercise for quarterly reporting to the RMC and for the Internal Capital Adequacy Assessment Process (ICAAP) was also enhanced to include the possibility of downgrade of accounts whose risk ratings were more than a year ago and the risk that unrated accounts (but subject to Internal Credit Risk Rating System or ICRRS) will turn out to be substandard. In addition, the Credit Review and Control Department (CRCD) completed the credit review of all consumer lending units in 2013 where the quality of the loan portfolio and compliance to regulatory and internal credit policies were assessed. The review covered roughly 62% of the consumer loan portfolio, representing over 1,400 auto and housing loan borrowers. The review included the establishment of trends and common factors affecting the quality of the portfolio, as well as the profiling of borrowers by market segments and demographics, with the end objective of identifying risk areas in order to manage and minimize past due incidence. For 2014, focus shall be on further enhancing the credit risk models of the Bank. Priority shall be the ICRRS qualitative and quantitative validation engagement with a third-party reviewer, which is expected to be started and completed within the year. Aside from the ICRRS, RMG also intends to further enhance the Borrower Credit Score (BCS) and do a second round of surfacelevel review using the results of the first review performed in 2013 as the base line. The BCS is a credit scoring model intended for SME accounts and covers borrowers who do not qualify to be subjected to the ICRRS. OPERATIONAL AND IT RISK We have a framework of policies, procedures, and tools to ensure that China Bank’s operational and IT risks are managed in a timely and efficient manner. RMG continued to effectively assess, monitor, control, and report such risks, implementing new projects CORPORATE GOVERNANCE and improvements in 2013, and further strengthened the Bank’s disaster preparedness. In line with our Business Continuity Plan (BCP), China Bank’s first fully equipped Business Recovery Center (BRC) was opened on July 26, 2013 at the China Bank Building in Binondo. The BRC addresses the business component of the BCP. A separate facility, the Disaster Recovery Center (DRC) in Alabang, part of the Disaster Recovery Plan (DRP), addresses the technology component. Both facilities ensure that China Bank is adequately prepared for disaster recovery and business resumption. The BRC can accommodate critical units of the Bank to recover from an unexpected business interruption. Equipped with workspaces, computer and communication systems, the facility can support parallel operations 24x7. The site has already been utilized by the critical units that already concluded their BCP testing recently. For 2014, RMG intends to align the business impact assessment’s Recovery Time Objective (RTO) with the DRP to further improve the recovery of critical systems in case of business disruption. RMG also completed the IT Risk Assessment Exercise and the Risk and Control Self-Assessment (RCSA) 2012-2013 Exercise. The former was conducted to improve the IT process areas through proper identification of associated risks and planning for the appropriate response to mitigate risks and/or seize opportunities to increase its business value, while the latter was to obtain a taxonomy/library of operational risks and key controls for the implementation of the prescribed operational risk map/matrix. In the pipeline is an “assurance testing” in selected units or branches to validate, sanitize and detect defects in the RCSA exercise so that the RCSA output can become reliable. Moving forward, the RCSA design and implementation process will be fine-tuned by improving the data consolidation using the Basel risk event type instead of the operational risk description. RMG also plans on refining the Key Risk Indicator (KRI) strategy by exploring the data gathering centrally from the source units and standardizing KRI library definitions and categories. The KRI is an operational risk management tool that provides alerts to identify operational losses before it happens and raise the red flag if such goes beyond the defined threshold. TRUST RISK On August 17, 2012, BSP came out with Circular 766, Guidelines in Strengthening Corporate Governance and Risk Management Practices on Trust, Other Fiduciary Business, and Investment Management Activities. The circular mandates Trust entities to “develop and implement a formal, comprehensive, and effective risk management program that outlines, among other things, the risk management processes that effectively identify, measure, monitor and control risks affecting the clients and the Trust Entity.” In line with this, RMG continued to strengthen China Bank’s risk management practices on Trust by enhancing the policies, processes, and procedures for market risk, liquidity risk, credit risk, operational risk and compliance risks specific to the Trust Group in 2013. In addition to the various risk parameters established to manage the exposure under Trust, a stress testing framework was also developed specifically for Unit Investment Trust Fund (UITF) portfolio. CAPITAL MANAGEMENT At the core of our overall performance landscape is a sound capital management framework to ensure that China Bank delivers shareholder value. Our capital management approach is focused on maintaining a strong capital base to support the development of our business and to meet the regulatory capital requirements at all times. Senior Management is primarily responsible for prudent capital management, ensuring that China Bank meets the BSP’s minimum capital requirement and any future increase in capital requirement. ANTI-MONEY LAUNDERING We are committed to complying with the provisions of the Anti-Money Laundering (AML) law. Over the years, our Compliance Office, headed by our chief compliance officer (COO), Vice President Marissa B. Espino, has been developing and implementing programs to prevent China Bank from being used for money laundering, through a combination of proper KYC (Know Your Customer), deterrence, detection, and recordkeeping in order to facilitate investigations. To create bank-wide awareness, AML trainings are regularly conducted and the revised Money Laundering and Terrorist Financing Prevention Program (MLPP) Operations Manual is posted in our intranet system for easy reference. HEALTH AND SAFETY The health and safety of our people and the integrity of our business are important aspects of our operations. We are committed to maintain safe and healthy working conditions, providing adequate facilities like a well-stocked clinic at the Makati headquarters and first aid kits at all branches, conducting inspections of buildings and departments, and disseminating information to ensure a safe and secure working environment. In addition to providing employees with comprehensive medical and dental benefits, we employ a registered nurse and a doctor to engage and consult with employees on health concerns and provide advice and supervision on occupational health. Regular health and safety bulletins aimed at preventing accidents and Annual Report 2013 41 minimizing cases of work-related ill health are regularly e-mailed to all our employees and are posted in the Bank’s intranet system. We also have emergency procedures / evacuation plans in case of fire or other significant incident and periodically hold fire and earthquake drills. Escape routes in all our buildings and branches have signs. Evacuation plans are tested from time to time and updated as necessary. CODE OF ETHICS We are firmly committed to honest and ethical conduct of our business. Our Code of Ethics provides clear guidelines on acceptable and unacceptable behavior and business practices at China Bank, applicable to all our directors and employees. To promote adherence to the Code and deter wrongdoing, any breach of conduct is subject to appropriate actions. Training and compliance monitoring are integral parts of our Code of Ethics. All new employees are given a copy of the Code of Ethics booklet. Receipt thereof is acknowledged in writing. The PDF format of the Code is also available in the Bank’s Intranet under Compliance Office’s Public Folder, for easy reference. New employees likewise undergo the New Employees’ Orientation Course (NEOC) wherein our Code of Ethics is comprehensively discussed. WHISTLE-BLOWING We have a whistle-blowing policy, wherein employees, customers, shareholders, and third party service providers are encouraged to report questionable activity, unethical conduct, fraud or any other malpractice by mail, phone or e-mail, without fear of reprisal or retaliation because the identity of the whistleblower is kept confidential. Disclosures are directed to Chief Compliance Officer Marissa B. Espino, who is responsible for determining the sufficiency and validity of the report. If determined sufficient in form and substance, the CCO shall refer the disclosure either to the Audit Division and/or Human Resources Division (HRD) for further investigation. If the CCO finds the report baseless, she is required to respond to the whistleblower of its status within 24 hours from receipt thereof. Meritorious disclosure, as may be determined by the CCO, should be given recognition and may be entitled to an award as deemed necessary by the HRD or the Investigation Committee. 42 Reports/disclosures may be sent to: Mailing Address: CHIEF COMPLIANCE OFFICER China Banking Corporation P. O. Box 2182, Makati Central Post Office 1226 Makati City, Philippines Mobile number: 0947-9960573 E-mail address: whistle_chib@yahoo.com A disclosure form is also available at www.chinabank.ph CONFLICT OF INTEREST Conflict between the interest of the Bank and the interest of the employees should be avoided at all times. In cases of conflict, the interest of the Bank should prevail. Our employees are not allowed to have direct or indirect financial interests that conflict or appear to conflict with their duties and responsibilities as employees of the Bank; to engage in other work outside of the Bank without the Bank’s written permission; and to have work competitive with the Bank. INSIDER TRADING We adopted a policy on securities transactions to reinforce existing laws against insider trading. Our policy on insider trading prohibits directors, officers, and employees who are considered to have knowledge of material facts or changes in the affairs of China Bank which have not yet been publicly disclosed, including any information likely to affect the share price of the Bank’s stock, to directly or indirectly engage in financial transactions as a result of, or primarily relying upon, “insider information.” Also covered are consultants and advisers and all other employees who are made aware of undisclosed material information. RELATED PARTY TRANSACTIONS We recognize that Related Party Transactions may give rise to a conflict of interest. Through the Board of Directors, we ensure that transactions with related parties are reviewed to make sure that such are conducted at arm’s length or upon terms not less favorable to the Bank than those offered to others, and that corporate or business resources of the Bank are not misappropriated or misapplied; and more important, that these transactions are duly disclosed as prescribed by BSP Circular 749, Series of 2012. CORPORATE GOVERNANCE CHINA BANKING CORPORATION Significant Related Party Transactions as of December 2013 Name of Counterparty and Relationship Type of Transaction Angela T. Dee-Cruz (Officer of the Bank) Omnibus Line BDO Private Bank, Inc. (Subsidiary of an Affiliate) Foreign Exchange Pre-settlement risk limits BDO Unibank, Inc. (Affiliate) Treasury Interbank limits Foreign Exchange Pre-settlement risk limits Money Market Line Pre-settlement risk Amount/Contract Price PhP51.0 Mn Amounts ranging from US$500 K to US$1.0 Mn US$10.0 Mn Amounts ranging from US$500 K to US$15.0 Mn US$4,575,060.00 Amount in excess of the limits: Jan. 2013 - US$l.50 Mn Jan. 2013 (3 instances of US$50,000) Jan. 2013 - US$200,000 Feb. 2013 - US$50,000 Pre-settlement risk Amounts ranging from US$0.050 Mn to US$2.250 Mn Pre-settlement risk Amounts ranging from US$0.025 Mn to US$0.100 Mn PhP200.0 Mn CBC Trust Group Pre-settlement risk China Bank Savings, Inc. Pre-settlement risk US$2.80 Mn China Bank Savings, Inc. (Subsidiary) Pre-settlement risk US$400.0 Mn China Bank Savings Trust US$400.0 Mn Henry Sy, Sr. (Stockholder) Loan Line PhP300.0 Mn JJACCIS Development Corporation (JDC)/ Suntree Holdings Corporation (SHC) (Related Interest) Omnibus Line PhP200.0 Mn Manufacturers Life Insurance Co. Pre-settlement risk limit PhP1.30 Bn The Manufacturers Life Insurance Co. (Phils.), Inc. and Manulife China Bank Life Assurance Corporation (Financial Allied Affiliate) Pre-settlement risk limit PhP90.0 Mn US$400 K The Manufacturers Life Insurance Co. (Phils.), Inc.; Manulife China Bank Life Assurance Corporation Government Securities Dealing Philippine Business Bank (PBB) (Related Interest) PhP600.0 Mn PhP400.0 Mn PhP300.0 Mn PhP573.0 Mn Underwriting of Initial Public Offering PhP1.0 Bn Trading Program Planters Development Bank (PDB) (Subsidiary) Money Market Lines Quantum Amusement Corporation (QAC) (Related Interest) Loan Rizal Commercial Banking Corporation (RCBC) (Related Interest) Pre-settlement risk limits Money Market Line RCBC Savings Bank (Related Interest) PhP2.0 Bn PhP74.450 Mn Amounts ranging from US$1.0 Mn to US$5.0 Mn US$2,801,160.00 Bonds pre-settlements Government Securities Dealings US$50 Mn PhP350.0 Mn Government Securities Dealings PhP1.5 Bn Loan Line PhP2.0 Bn Loan extension SM Development Corporation (SMDC) (Affiliate) Tender Offer PhP1.85 Bn PhP2,229,695.92 Case-to-case Loan Loan Line SM Investments Corporation (Stockholder) Trust - SMIC Bonds SM Investments Corporation (SMIC) Loan Line PhP8.5 Bn PhP200.0 Mn PhP472.515 Mn PhP15.5 Bn SM Hotels and Conventions Corporation (SMH) (Affiliate) SM Prime Holdings, Inc. (SMPH) (Affiliate) Multi-Realty Development Corporation (MRDC) (Affiliate) Sybase Equity Investment Corporation (SEI) (Affiliate) SM Land, Inc. (SML) (Affiliate) Loan PhP750.0 Mn Loan Line SM Prime Holdings, Inc. (Affiliate) PhP1.0 Bn Sale of Real Estate Property PhP77.0 Mn Sps. Irwin Marland and Consuelo Dee Ponce (Related Interest) Loan Line PhP80.0 Mn Summerhills Home Development Corporation (Related Interest) Loan Line PhP50.0 Mn Super Industrial Corporation (SIC) (Related Interest) Omnibus Line PhP50.0 Mn Sysmart Corporation (Affiliate) Loan Line PhP2.0 Bn Loan Extension Union Motor Corporation (Related Interest) Omnibus Line PhP1.85 Bn PhP150,000,000.00 Annual Report 2013 43 Related party refers to any of the Bank’s directors, officers, stockholders and their related interests (DOSRI). Related interests mean individuals related to each other or common law, and two or more corporations owned or controlled by a single individual or by the same family group or the same group of persons. Prior to Board approval, the Audit Committee reviews all related party transactions. No director is allowed to participate in the discussion/deliberation, including approval of a transaction where he is a related party. The table on the previous page shows the Bank’s significant related party transactions (P50 million and above) as of December 2013. CONSUMER WELFARE PROTECTION Our customers are the lifeline of our business and we go to great lengths to maintain their trust and loyalty. We are committed to fair and economically sound consumer practices, adhering to RA 7394 or the Consumer Act of the Philippines of 1991, the BSP’s Consumer Laws, and the various laws regulating the financial industry as well as protecting consumers; promoting consumer interest by providing complete and truthful information to build confidence in our products, services, and our institution; and upholding consumer rights by developing and implementing a system to address and manage customer complaints and other customer issues. SUPPLIER/CONTRACTOR SELECTION We maintain high legal, ethical, and professional standards in the management of the Bank’s resources. We ensure that the goods or services procured are fit for the purpose and provide the Bank with the best value available; that risks to personnel, company assets, and the environment arising from the contracting or supply of materials, equipment, and services are reduced to a level which is as low and as reasonably practicable as possible; and that we deal with suppliers and contractors that have the necessary experience, capability, and financial viability to undertake the work safely, economically, and technically correct, in an environmentally sound manner, and in accordance with the contract, schedule, and applicable laws and regulations. We are committed to fair marketplace practices, selecting suppliers and contractors through an open and non-discriminatory process, based on criteria that ensure a thorough and competitive selection process: quality, price, service, and overall value to China Bank. We follow standards of objectivity, impartiality, and equality of opportunity, preventing any favoritism or interference from conflicts of interest in the selection of suppliers and contractors. We have a supplier/contractor accreditation process 44 which is the preliminary step to pre-qualification at China Bank. Suppliers and contractors invited to bid are evaluated accordingly prior to contract award. They are also evaluated on the basis of actual performance as compared to promised delivery dates, quality of work / goods, and adherence to agreed specifications and purchase order prices. DISCLOSURE AND TRANSPARENCY We are committed to a high standard of disclosure and transparency to facilitate understanding of the Bank’s true financial condition and the quality of our corporate governance. All material information about China Bank is adequately and punctually disclosed, in accordance with SEC and PSE’s disclosure policy. In addition to compliance with the reportorial requirements like publishing our quarterly financial statements in leading newspapers and producing a comprehensive annual report for the Annual Stockholders’ Meeting, we promptly disclose major and market-sensitive information like dividend declarations, joint ventures and acquisitions, sale and disposition of significant assets, as well as financial and non-financial information that may affect the investment decision of the investing public, in the form of press releases in newspapers and reports in our internal publication. We also electronically file our disclosures through the Online Disclosure System (Odisy) now, Electronic Disclosure Generation Technology (Edge) of PSE which are then posted on the PSE website. Our corporate website is likewise regularly updated to include the latest news and current information about the Bank. INFORMATION FOR SHAREHOLDERS Date of foundation China Bank was incorporated on July 20, 1920 and opened for business on August 20, 1920. The Bank is registered with the Securities and Exchange Commission under SEC registration number 443. China Bank’s amended By-laws may be downloaded from our website www.chinabank.ph or requested from the Office of the Corporate Secretary: Atty. Corazon I. Morando Vice President and Corporate Secretary 11/F China Bank Building 8745 Paseo de Roxas corner Villar Street Makati City 1226, Philippines Tel. Nos.: (632) 885-5131, 885-5132 Fax No.: (632) 885-5135 Email: lbelarmo@chinabank.ph CORPORATE GOVERNANCE Registered Head Office China Bank Building 8745 Paseo de Roxas corner Villar St. Makati City 1226, Philippines Name, Address of Record Owner & Relationship with Issuer Title of Class Common Common Common Common Share capital China Bank’s authorized capital stock as of 31 December 2013 was P20.0 Billion, with total issued and outstanding shares of 1,427,661,658. Record and beneficial owners holding 5% or more of voting securities as of February 28, 2014: PCD Nominee Corporation 37th Floor, Tower I, The Enterprise Center, 6766 Ayala Ave. corner Paseo de Roxas, Makati City Stockholder SM Investments Corporation 10th Floor L.V. Locsin Bldg., 6752 Ayala Avenue, Makati City Stockholder Sysmart Corporation 10th Floor L.V. Locsin Bldg., 6752 Ayala Avenue, Makati City Stockholder PCD Nominee Corporation 37th Floor, Tower I, The Enterprise Center 6766 Ayala Ave. corner Paseo de Roxas, Makati City Stockholder Name of Beneficial Owner & Relationship with Record Owner Citizenship No. of Shares Held Various stockholders/ clients Non-Filipino 331,488,039 23.22% Henry Sy, Sr. (Indirect ownership) Stockholder Filipino 245,594,580 17.20% Henry Sy, Sr. (Indirect ownership) Stockholder Filipino 211,488,651 14.81% Various stockholders/ clients Filipino 169,861,118 11.90% Percentage Directors and Management as of February 28, 2014: (a) (b) Title of Class Name Position Directors Common Common Common Common Common Common Common Common Common Common Common Total Hans T. Sy Gilbert U. Dee Peter S. Dee Joaquin T. Dee Dy Tiong Herbert T. Sy Harley T. Sy Alberto S. Yao Roberto F. Kuan Jose T. Sio Ricardo R. Chua Chairman of the Board Vice Chairman President & CEO Director Independent Director Director Director Independent Director Independent Director Director Director, SEVP & COO Amount & Nature of Beneficial / Record Ownership Executive Officers (in addition to Messrs. Gilbert U. Dee, Peter S. Dee and Ricardo R. Chua) Common Nancy D. Yang Senior Vice President Common Rene J. Sarmiento Senior Vice President Common Rosemarie C. Gan Senior Vice President Common Gerard T. Dee First Vice President Total GRAND TOTAL Citizenship Percent 1,700,479 7,596,545 929,060 27,460,246 131,571 271,513 61,886 4,719 17,941 1,870 77,484 38,253,314 Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino 0.119% 0.532% 0.065% 1.923% 0.009% 0.019% 0.004% 0.000% 0.001% 0.000% 0.005% 2.679% 1,569,216 14,091 16,973 4,180 1,604,460 Filipino Filipino Filipino Filipino 0.110% 0.001% 0.001% 0.000% 0.112% 39,857,774 2.791% Annual Report 2013 45 Stock exchange listing The shares of China Bank are listed on the Philippine Stock Exchange under stock code “CHIB.” the basis of outstanding stock held by them, as often and at such times as the Board of Directors may determine and in accordance with law and applicable rules and regulations. The payment of dividends in the future will depend on the Bank’s earnings, cash flow, financial condition and other factors. Dividends may be declared only from unrestricted retained earnings. Circumstances which could restrict the payment of cash dividends include, but are not limited to, when the Bank undertakes major projects and developments requiring substantial cash expenditures. The Board of Directors may, at any time, modify the Bank’s dividend pay-out ratio depending on the results of operations and future projects and plans of the Bank. As of December 31, 2013, the Bank had retained earnings of approximately P29,080 million or P20.37 per Common Share, a significant amount of which is available for the payment of dividends. Participation and voting rights at the annual stockholders meeting Shareholders may participate in the annual stockholders meeting in person or through their authorized representatives. Only stockholders of record as of March 20, 2013 were entitled to notice of and vote at the 2013 meeting. The stock and transfer books of China Bank were closed from April 15 to May 2, 2013. Shareholders who cannot personally attend the meeting designated their authorized representative by submitting a proxy instrument to the Office of the Corporate Secretary, not later than 5:00 p.m. of April 26, 2013. Dividend Policy As stipulated in China Bank’s by-laws, dividends shall be declared and paid out of the unrestricted retained earnings which shall be payable in cash, property, or stock to all stockholders on For the years ended December 31 Earnings per Share Cash dividends per Share Stock dividend per Share 2011 P3.56 P12 2012 P3.51(1) P12(2) 10% 2013 P3.57 P1.2 10% (1) (2) 10% Notes: (1) Restated to show the effects of stock split and stock dividend distributed in 2013. (2) Based on authorized and outstanding shares of stock before stock split. Stock and cash dividends declared for 2013 and for the two most recent years are as follows: Stock dividend per Share Stock dividend amount 10% P1,073 million 10% 10% Cash Dividend Per Share Cash Dividend Amount BSP Approval Date P12(1) P1,287 million P1,180 million P12(1) P1,416 million P1,298 million P1.2 P1,557 million Record Date Payment Date June 10, 2011 July 1, 2011 July 27, 2011 May 30, 2012 June 22, 2012 July 18, 2012 June 21, 2013 July 19, 2013 August 14, 2013 Notes: (1) Based on authorized and outstanding shares of stock before stock split. In relation to foreign shareholders, dividends payable may not be remitted using foreign exchange sourced from the Philippine banking system unless the investment was first registered with the BSP. Investor relations Inquiries from investors, analysts, and the financial community are handled by the Investor Relations Office: Alexander C. Escucha Senior Vice President Head of Corporate Planning & Investor Relations 28/F BDO Equitable Tower 8751 Paseo de Roxas Makati City 1226, Philippines Tel. No.: (+632) 885-5601 Email: investor-relations@chinabank.ph 46 CONGLOMERATE MAP As of December 31, 2013 SM Retail Inc. (100%) SM Prime Holdings Inc. (51.1%) Multi-Realty Development Corporation (90.9%) China Bank Savings, Inc. (95.2518%) Intercontinental Development Corporation (99.7%) *Unity Bank (A Rural Bank) (99.949%) BDO Unibank Inc. (46.7%) CBC Properties & Computer Center, Inc. (100.0%) China Banking Corporation (20.0%)*** CBC Insurance Brokers, Inc. (100.0%) Primebridge Holdings, Inc. (98.2%) **CBC Forex Corporation (100.0%) Sodexo Motivation Solutions Philippines, Inc. (40.0%) Manulife China Bank Life Assurance Corporation (5.0%) Atlas Consolidated Mining and Development Corporation (29.0%) Henfels Investments Corporation (99.0%) Premium Leisure & Amusement Inc. (18.1%) Legend: SMIC Subsidiary Subsidiary of SMIC Subsidiary Belleshares Holdings, Inc. (Formerly SM Commercial Properties, Inc.) Belle Corporation (18.1%) Mountain Bliss Resort and Development Corporation (100.0%) Manila Southcoast Development Corporation (94.4%) (59.0%) Associates Associate of SMIC Subsidiary Financial Allied Subsidiary Non Financial Allied Subsidiary Financial Allied Affiliate Notes: * Merged with China Bank Savings, Inc. effective January 20, 2014 ** For dissolution *** Refers to SMIC’s Effective Ownership in China Bank (17.2% represents direct ownership) Bellevue Properties Inc. (62.0%) Asia Pacific College (51.8%) Nagtahan Property Holdings (99.7%) Annual Report 2013 47 BOARD OF DIRECTORS HANS T. SY Hans T. Sy, 58, Filipino, is the chairman of the Board. He is also the chairman of the Executive Committee and the Compensation or Remuneration Committee, as well as a member of the Risk Management, Compliance, Corporate Governance, and Nominations committees. He was elected to the China Bank Board on May 21, 1986, serving as vice chairman from 1989 to 2011, when he became chairman. He is the president of SM Prime Holdings, Inc. and serves as adviser to the board of SM Investments Corporation, both companies are listed in the Philippine Stock Exchange (PSE). He is also a director of various companies in the SM Group. He holds a degree in Mechanical Engineering from the De La Salle University. HENRY SY, SR. Henry Sy, Sr., 89, Filipino, is the honorary chairman of the Board since May 18, 2006* and advisor to the Board since 1997. He is also the chairman of SM Investments Corporation and SM Prime Holdings, Inc., and the chairman emeritus of BDO Unibank, Inc. He holds an Associate in Commercial Science degree from the Far Eastern University and was conferred a doctorate degree in Business Management Honoris Causa by the De La Salle University. * Election was formalized on February 7, 2007 after clearances from BSP and SEC were obtained 48 GILBERT U. DEE PETER S. DEE Gilbert U. Dee, 78, Filipino, is the vice chairman of the Board. He is a member of the Executive, Risk Management, and Compensation or Remuneration committees. He is also the chairman of the Board of Trustees of CBC Employees’ Retirement Plan, co-chairman of the Credit Committee, and a member of the Management Committee. He was elected to the China Bank Board on March 6, 1969, serving as chairman from 1989 to 2011. He is also in the boards of companies not listed in the PSE: China Bank Properties and Computer Center, Inc. (CBPCCI) and Union Motor Corporation as chairman, and Super Industrial Corporation as director. He was formerly a director of Philippine Pacific Capital Corporation, Philex Mining Corporation, and CBC Finance Corporation, and the president of GAB Investment Corporation. He obtained his Banking degree from the De La Salle University and his MBA degree in Finance from the University of Southern California. Peter S. Dee, 72, Filipino, is a director and the president & chief executive officer of China Bank. He is also a member of the Executive, Compensation or Remuneration, and Trust Investment committees, the co-chairman of the Credit Committee, and a member of the Management Committee and the Board of Trustees of CBC Employees’ Retirement Plan. He was elected to the China Bank Board on April 14, 1977 and became president & CEO in 1985. He is likewise in the boards of CBPCCI, China Bank Insurance Brokers, Inc. (CBIBI), Hydee Management & Resources Corporation, and GDSK Development Corporation as director, and in the boards of PSE-listed corporations City & Land Developers, Inc. and Cityland Development Corporation, as independent director. He served as director of Sinclair (Phils.), Inc. and Can Laquer, Inc. He is a graduate of the De La Salle University / University of the East with a degree in Commerce. He also completed a Special Banking course from the American Institute of Banking. Annual Report 2013 49 BOARD OF DIRECTORS JOAQUIN T. DEE DY TIONG* Joaquin T. Dee, 78, Filipino, is the chairman of the Compliance Committee and a member of six other committees: Executive, Risk Management, Audit, Corporate Governance, Nominations, and Compensation or Remuneration committees. He was elected to the China Bank Board on May 10, 1984. He is also affiliated with three other companies, none of which are listed in the PSE: JJACCIS Development Corporation and Enterprise Realty Corporation as president/director, and Suntree Holdings Corporation, as treasurer/director. He was the vice president for sales and administration of Wellington Flour Mills from 1964 to 1994. He holds a degree in Commerce from the Letran College. Dy Tiong, 84, Filipino, is the chairman of the Nominations Committee. He is also a member of the Audit and Compensation or Remuneration committees. He was elected to the China Bank Board on May 9, 1985. He is also the vice chairman of Panelon Philippines, Inc., the honorary chairman of Chiang Kai Shek College, and the chairman emeritus of the Dr. Sun Yat Sen Society, all of which are not listed in the PSE. He was the president of CBC Finance, Inc. from 1980 to 2001 and Panelon Development Corporation from 1990 to 1994. He holds a Business Administration degree from the National Jean Kuan College. * Independent Director 50 HERBERT T. SY HARLEY T. SY Herbert T. Sy, 57, Filipino, is a member of the Compensation or Remuneration Committee. He was elected to the China Bank Board on January 7, 1993. He is also in the boards of SM Supermarket, SM Hypermarket, and Savemore Market, all non-listed companies, as vice chairman; and director of PSE-listed company SM Prime Holdings, Inc. He has also been a director and/or officer for more than five years in companies engaged in food retailing, rubber manufacturing, investment, real estate development, and mall operations. He obtained his Management degree from the De La Salle University. Harley T. Sy, 54, Filipino, is a member of the Trust Investment Committee. He was elected to the China Bank Board on May 24, 2001. He is the president of PSE-listed company SM Investments Corporation (SMIC) and holds positions in various companies not listed in the PSE—treasurer of SM Land, Inc., and director in SM Synergy Properties Holdings Corporation, Sybase Equity Investments Corporation, and Tagaytay Resort Development Corp., to name a few. He has a Finance degree from the De La Salle University. Annual Report 2013 51 BOARD OF DIRECTORS ALBERTO S. YAO* ROBERTO F. KUAN* Alberto S. Yao, 67, Filipino, is the chairman of the Risk Management and Audit committees and a member of the Compliance and Corporate Governance committees. He was elected to the China Bank Board on July 7, 2004 and is also an independent director of China Bank subsidiaries China Bank Savings (CBS) and Planters Development Bank (Plantersbank). He also serves in companies not listed in the PSE: as president & CEO of Richwell Trading Corporation, Richwell Philippines, Inc., Europlay Distributor Co., Inc., and Internationale Globale Marques Inc.; and the president of Richphil House Incorporated and Megarich Property Ventures Corp. He was the vice president for merchandising of Zenco Sales, Inc. from 1968 to 1975. He holds a Business Administration degree from the Mapua Institute of Technology. Roberto F. Kuan, 65, Filipino, is the chairman of the Corporate Governance and Trust Investment committees. He was elected to the China Bank Board on May 5, 2005 and is also an independent director of CBS and Plantersbank. He likewise holds directorships / trusteeships at St. Luke’s Medical Center, SLMC Global City, Inc., St. Luke’s College of Medicine - William H. Quasha Memorial, Brent International School, Inc., and Seaoil Phils., Inc. He is also an independent director of PSE-listed Far Eastern University, Inc. He obtained his Business Administration degree from the University of the Philippines and Masters in Business Management (MBM) degree from the Asian Institute of Management (AIM). He also attended the Top Management Program conducted by AIM in Bali, Indonesia in 1993. In 2011, he was conferred a doctorate degree in Humanities Honoris Causa by the Lyceum Northwestern University. * Independent Director 52 JOSE T. SIO RICARDO R. CHUA Jose T. Sio, 74, Filipino, is a member of the Trust Investment Committee. He was elected to the China Bank Board on November 7, 2007. He is also the executive vice president and chief financial officer (CFO) of PSE-listed SM Investments Corporation, the holding company of the SM Group. He was voted as CFO of the Year in 2009 by the Financial Executives of the Philippines and recently chosen as Best CFO (Philippines) by Alpha Southeast Asia 2013 in Hong Kong. He is the advisor to the board of listed BDO Unibank, Inc. and is also a director of companies not listed in the PSE: SM Keppel Land, Inc., Manila North Tollways Corporation, and First Asia Realty Development Corporation. He was a partner of SyCip Gorres Velayo & Co. (SGV) from 1977 to 1990. He holds an Accounting degree from the University of San Agustin and an MBA degree from New York University, USA. Ricardo R. Chua, 61, Filipino, chief operating officer (COO) of China Bank, is a member of the Executive Committee. He is also the chairman of the Management Committee, vice chairman of the Credit Committee, and a member of the Board of Trustees of CBC Employees’ Retirement Plan. He was elected to the Board on May 8, 2008. He is also in the boards of CBS and CBPCCI. He likewise holds directorships in CAVACON Corporation, Plantersbank, and Sun & Earth Corporation, all non-listed companies, among others. He was a director and the treasurer of CBC Venture Capital Corp. from 1989 to 2003, and a director of the Philippine Clearing House Corp. from 2005 to 2011. A certified public accountant, he graduated cum laude from the University of the East. He completed his MBM degree at the Asian Institute of Management (AIM). Annual Report 2013 53 MANAGEMENT COMMITTEE ANTONIO S. ESPEDIDO, JR., executive vice president*, is the head of the Financial Capital Markets & Investment Segment and concurrent head of the Treasury Group. He is also a director of China Bank subsidiaries CBC Forex Corporation (CBC Forex), China Bank Savings, Inc. (CBS), and Planters Development Bank (Plantersbank). He held various executive positions at the Bank of the Philippine Islands (BPI) and Citytrust / BPI, among others, prior to joining China Bank, and has had extensive training on fund transfer pricing, project management, and portfolio management. He also attended the recent Corporate Governance Workshop conducted by the Institute of Corporate Directors (ICD) for China Bank directors and senior officers. He graduated from the University of San Francisco, USA with a Business Administration degree. WILLIAM C. WHANG, executive vice president*, is the head of the Lending Business Segment and concurrent head of Institutional Banking Group. He is also a director of China Bank Insurance Brokers, Inc. (CBIBI) and director/treasurer of China Bank Properties and Computer Center, Inc. (CBPCCI). He served in a variety of senior management roles at Metrobank, Republic National Bank of New York, International Exchange Bank, and Sterling Bank of Asia, and had attended numerous seminars and conferences on corporate governance, branch based marketing, quality service management, and sales management. He holds a Business Management degree from the De La Salle University. NANCY D. YANG, senior vice president, is the head of the Retail Banking Business. She also serves in the boards of CBS as vice chairman and of CBIBI and Plantersbank as director. She had attended several training programs here and abroad, including the Allen Management Program, BAI Retail Delivery Conference in San Francisco and Florida, USA, Environmental Risk Management for Bankers conducted by the Bank of America, and most recently, ICD’s Corporate Governance Workshop. She holds a Bachelor of Arts degree from the Philippine Women’s University and a post graduate scholarship grant in Human Development & Child Psychology from Merrill Palmer Institute in Detroit, Michigan, USA. SAMUEL L. CHIONG, senior vice president, was the BBG deputy group head, director and treasurer of CBPCCI and CBIBI, and director of CBS until his retirement on January 31, 2014. He was previously connected with The Consolidated Bank & Trust Corporation and State Investment House, Inc. He completed his Economics degree from the Ateneo de Manila University and attended law school in Ateneo de Davao University and Xavier University. He also took the Advanced Bank Management Program at the Asian Institute of Management (AIM). RAMON R. ZAMORA, senior vice president, is the head of the Centralized Operations Group, Remittance Business Division, and Correspondent Banking Division. He is also a director of CBC Forex, CBPCCI, CBS, and Plantersbank. He was formerly a vice president at Citibank N.A. and has had extensive training on financial products, credit risk management, IFRS, finance professional module, and corporate governance, among others. He holds an Economics degree from the Ateneo de Manila University. Seated: Gilbert U. Dee and Peter S. Dee. Standing from left: Alberto Emilio V. Ramos, Rosemarie C. Gan, Virgilio O. Chua, and Alexander C. Escucha 54 RENE J. SARMIENTO, senior vice president, is the head of the Trust Group. He is also a director of CBS and the president of Sarmiento-Jacinto, Inc. and Great Success Realty Corp. He has over 30 years of investment and trust operations experience gained from Ayala Investment and Development Corporation, Far East Bank & Trust Company, and Security Bank Corporation. A certified public accountant, he holds an Accounting degree, magna cum laude, from the De La Salle University, and a Masters in Business Management (MBM) degree from AIM. ALEXANDER C. ESCUCHA, senior vice president, is the head of Corporate Planning Division and Investor Relations Office. He is also a director of CBS and Plantersbank, the chairman of the UP Visayas Foundation, Inc., and is an international resource person at The Asian Banker. He had served as chairman of the Federation of ASEAN Economic Associations, and as president of the Philippine Economic Society, Corporate Planning Society of the Philippines, and the Bank Marketing Association of the Philippines. Before China Bank, he was a vice president at the International Corporate Bank. He graduated cum laude from the University of the Philippines with a degree in Economics. ALBERTO EMILIO V. RAMOS, senior vice president, is the president / director of CBS. He is also a director of Plantersbank and a trustee / treasurer of the Chamber of Thrift Banks. He joined China Bank in 2006 as head of the Private Banking Group, after serving as the president of Philam Asset Management, Inc. He held key executive positions at BPI, Citytrust Banking Corporation, Western State Bank, Tokai Bank of California, Urban Development Bank, and Filinvest Credit Corporation. He had attended numerous training programs on treasury products, asset-liability management, credit and financial analysis, performance appraisal and strategic marketing. He graduated from the De La Salle University with degrees in Political Science and Marketing Management. He also holds an MBM degree from AIM and has a Treasury Professional Certificate from the Banker’s Association of the Philippines. ROSEMARIE C. GAN, senior vice president*, is the deputy group head of the Retail Banking Business and concurrent head of the Binondo Business Center (BBC). She has been with the Bank for over 35 years and has had extensive exposure and training in marketing, financial analysis, credit portfolio management, strategic planning, and corporate governance. She graduated magna cum laude from the University of Santo Tomas with a Management degree and was a recipient of the distinguished Rector’s Award. In 2013, she attended AIM’s Advanced Bank Management Program. VIRGILIO O. CHUA, first vice president II, is the head of Investment Banking Group. He has 26 years of experience in the fields of investment banking, corporate banking, and credit risk management. He also has had extensive training on capital markets and investment banking, project finance, mergers and acquisitions, account management, financial markets, corporate risk assessment, and corporate governance. Before joining China Bank, he held senior executive positions at Citibank N.A., First Metro Investment Corp., and ING Bank, N.V. He holds a Management Engineering degree from the Ateneo de Manila University. * Effective February 13, 2014 Seated: Nancy D. Yang and Ricardo R. Chua. Standing from left: Ramon R. Zamora, Samuel L. Chiong, William C. Whang, Rene J. Sarmiento, and Antonio S. Espedido, Jr. Annual Report 2013 55 CHINA BANK SENIOR OFFICERS* First Vice Presidents From left: Ananias S. Cornelio III, Philip S.L. Tsai, Gerald Majella T. Dee, and Victor O. Martinez Vice Presidents From left: Lilibeth R. Cariño, Cristina P. Arceo, Layne Y. Arpon, Albert V. Alcala, Marie Carolina L. Chua, and Luis M. Afable, Jr. Vice Presidents From left: Maria Luz B. Favis, Jose Francisco Q. Cifra, Ma. Carla U. Ermita, Angela D. Cruz, Atty. Marissa B. Espino, Melissa F. Corpuz, and Jose L. Osmeña, Jr. Excluding ManCom Members * 56 Vice Presidents From left: Dorothy T. Maceda, Christina F. Gotuaco, Corazon I. Morando, Lily I. Reyes-Lao, Madelyn V. Fontanilla, and Delia Marquez Vice Presidents From left: Wilfredo L. Sy, Henry D. Sia, Manuel C. San Diego, Elizabeth C. Say, Shirley G.K.T. Tan, Stephen Y. Tan, and Edward Eli B. Tan Vice Presidents From left: Geoffrey D. Uy, Marilyn G. Yuchenkang, Maire Karabel D. Viola, Manuel M. Te, Marisol M. Teodoro, Noemi L. Uy, and Maria Rosanna Catherina L. Testa Annual Report 2013 57 CHINA BANK SUBSIDIARIES SENIOR OFFICERS CHINA BANK PROPERTIES AND COMPUTER CENTER, INC. From left: General Manager Philip M. Tan, Chief Technology Officer Editha N. Young, and VP Augusto P. Samonte CHINA BANK INSURANCE BROKERS, INC. From left: President Julieta P. Guanlao and Bancassurance Head Cynthia B. Nono CHINA BANK SAVINGS, INC. From left: EVP Jaime Valentin L. Araneta, FVPs Jan Nikolai M. Lim, and Jose Ramon O. Sta. Maria, VPs Edgar D. Dumlao, and Anna Maria P. Ylagan From left: VPs Rosalinda T. Munsayac, Ma. Consuelo S. Ruffy, Emmanuel C. Geronimo, and Edralin G. Agbayani 58 CHINA BANK MANAGEMENT DIRECTORY VICE CHAIRMAN Gilbert U. Dee PRESIDENT & CHIEF EXECUTIVE OFFICER Peter S. Dee SENIOR EXECUTIVE VICE PRESIDENT & CHIEF OPERATING OFFICER Ricardo R. Chua EXECUTIVE VICE PRESIDENTS Antonio S. Espedido, Jr. William C. Whang SENIOR VICE PRESIDENTS Alexander C. Escucha Rosemarie C. Gan Alberto Emilio V. Ramos Rene J. Sarmiento Nancy D. Yang Ramon R. Zamora FIRST VICE PRESIDENTS Virgilio O. Chua Ananias S. Cornelio III Gerard Majella T. Dee Victor O. Martinez Philip S. L. Tsai VICE PRESIDENTS Luis M. Afable, Jr. Albert V. Alcala Cristina P. Arceo Layne Y. Arpon Lilibeth R. Cariño Marie Carolina L. Chua Jose Francisco Q. Cifra Melissa F. Corpus Angela D. Cruz Ma. Carla U. Ermita Marissa B. Espino* Maria Luz B. Favis Madelyn V. Fontanilla Cristina F. Gotuaco Dorothy T. Maceda Delia Marquez Corazon I. Morando Jose L. Osmeña, Jr. Lily I. Reyes-Lao Manuel C. San Diego Elizabeth C. Say Henry D. Sia Wilfredo L. Sy Edward Eli B. Tan Shirley G.K.T. Tan Stephen Y. Tan Manuel M. Te Marisol M. Teodoro Maria Rosanna Catherina L. Testa Geoffrey D. Uy Noemi L. Uy Maire Karabel D. Viola Marilyn G. Yuchenkang SENIOR ASSISTANT VICE PRESIDENTS Evelyn T. Alameda Rogelio B. Avellanosa Camilo S. Cape Jeannette H. Chan Grace A. Cruz James Christian T. Dee Adela A. Evangelista Cesare’ Edwin M. Garcia Ma. Arlene Mae G. Lazaro Shirley C. Lee Maria Alicia P. Libo-on Mandrake P. Medina Juvy J. Pabustan Danilo T. Sarita Francisco Eduardo A. Sarmiento Cynthia U. Surpia Clara C. Sy Belenette C. Tan Irene C. Tanlimco Jasmin O. Ty Virginia Y. Uy George C. Yap Jocelyn O. Yu ASSISTANT VICE PRESIDENTS Baldwin A. Aguilar Ma. Hildelita P. Alano Patrick Y. Ang Edwin D. Aquino Marissa A. Auditor Ma. Luisa O. Baylosis Restituto B. Bayudan Yasmin I. Biticon Victor Geronimo S. Calo Victoria G. Capacio Victoria L. Chua Ma. Jeanette D. Cuyco Ricardo J. De Guzman III Norman D. Del Carmen Reynaldo P. Del Rosario, Jr. Jinky T. Dela Torre Gemma B. Deladia Therese G. Escolin Grace Y. Ho Vivian T. Kho Melecio C. Labalan, Jr. Eric Y. Lee Juan Jesus C. Macapagal Jennifer Y. Macariola Jocelyn A. Manga Ordon P. Maningding Remedios Emilia R. Olivar Enrico J. Ong Ma. Victoria G. Pantaleon Frederick M. Pineda Rafael Ramon C. Ramos Ana Ma. Raquel Y. Samala Maria Sheila V. Sarmenta-Dayao Ma. Cecilia D. So Maria Marta Theresa S. Suarez Jeanny C. Tan Julieta C. Tan Ma. Cecilia V. Tejada Edna A. Torralba Ma. Edita Lynn Z. Trinidad Christopher C. Ty Hudson Q. Uy Lauro C. Valera Esmeralda R. Vicente Anthony Ariel C. Vilar Rosario D. Yabut Carina L. Yandoc Vicente S. Yap, Jr. Michelle Y. Yap-Bersales Mary Joy L. Yu SENIOR MANAGERS Kathlyn I. Abalos Nellie S.D. Alar Ramiro A. Amanquiton Jay Angelo N. Anastacio Freddie S. Bandong Eric Von D. Baviera Meneleo S. Bernardo Robert O. Blanch Jonathan C. Camarillo Alex M. Campilan Hermenegildo G. Carino Crisostomo L. Celaje Ma. Rosalie F. Cipriano Aida D. Cristobal Esperose S. De Claro Rodolfo S. De Lara Meliza O. De Leon Mary Ann R. Ducanes Susan U. Ferrer Pablito P. Flores Alexander V. Gaite Ma. Salome D. Garcia Michelle Lorei R. Gayoma Marites B. Go Virginia G. Go Francisco Raymund P. Gonzales Lucia I. Gorayeb Ruth D. Holmes Gladys Antonette P. Isidro Alex A. Jacob Maria Margaret U. Kua Ma. Giselle A. Liceralde Ma. Gladys C. Liwag Mary Ann L. Llanes Gloria G. Mañosca Ronald R. Marcaida Sheila Jane F. Medrero Erlan Antonio B. Olavere Remberto D. Orcullo Alfred Paul L. Paiso Josephine D. Paredes Flora C. Peña Julie Ann T. Pring Noreen S. Purificacion Roberto C. Ramos Hidelisa L. Robiñol Maria Luisa C. Rodriguez Arnulfo H. Roldan Alejandro F. Santos Charmaine V. Santos Edgardo M. Santos Fernando S. Santos III Ma. Graciela C. Santos Roque A. Secretaria, Jr. Emilie L. Sia Ernanie V. Silvino Paul D. Siongco Anna Liza M. Tan Roxana Angela S. Tan Michaela L. Teng Mary Ann E. Tiu Nelson L. Tiu Jacqueline T. Tomacruz Ruben M. Torres Cristina C. Ty Edwin S. Ventura April Marie O. Yago Sandra Mae Y. Yao Vivian L. Yong Hanz Irvin S. Yoro * seconded from Plantersbank Annual Report 2013 59 FINANCIAL STATEMENTS CONTENT 60 61 Management’s Discussion on Results of Operations and Financial Condition 62 Disclosure on Capital Structure and Capital Adequacy 68 Report of the Audit Committee to the Board of Directors 69 Statement of Management’s Responsibility for Financial Statements 70 Independent Auditors’ Report 71 Balance Sheets 72 Statements of Income 73 Statements of Comprehensive Income 74 Statements of Changes in Equity 76 Statements of Cash Flows 78 Notes to Financial Statements MANAGEMENT’S DISCUSSION ON RESULT OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS China Bank recorded a net income of P5.10 billion for 2013, up by 1.95% from the P5.00 billion registered in the same period last year. This income performance translates to an 11.31% return on equity and 1.45% return on assets. Total operating income consisting of net interest income and fee-based income grew by 8.95% or P1.24 billion to P 15.10 billion. However, total operating expenses (including provision for impairment and credit losses) increased by 10.57% or P890.94 million mainly from the Bank’s on-going business and branch expansion. Net interest income improved to P9.94 billion, 23.24% higher than 2012 due to higher volume of earning assets that generated more interest income, coupled with a decline in borrowing costs that decreased interest expense. Consequently, net interest margin stood at 2.98% from 2.90% last year. Total fee-based income decreased by 10.93% to P5.16 billion from P5.79 billion last year mainly from the 34.68% drop in trading gains to P1.90 billion as interest rates volatility diminished opportunities for trading gains. Trust fees were lower at P135.23 million due to lower trust volume from the full phase-out of SDA investments held under Trust arrangements. Gain on sale of investment properties increased by 58.79% to P462.74 million due to higher sales volume of foreclosed properties. The foreign exchange loss of P89.66 million was due to the negative interest differential on forex swaps and forex revaluation losses. Service charges, fees and commissions increased by 10.52% boosted by investment banking fees and commissions. Miscellaneous income, mainly from dividends earned by the Parent bank and higher bancassurance commissions, grew to P1.09 billion. Share of total fee-based income to total revenues was at 26.82%. Total operating expenses (excluding provision for impairment and credit losses) increased by 8.71% as the Bank continued to expand business operations, open new branches, hire additional manpower and invest in technology. The material components of operating expenses include compensation & fringe benefits which accounted for 34.94%, occupancy cost at 13.81%, taxes & licenses at 9.30%, and depreciation & amortization at 8.45%. Cost-to-income ratio stood at 59.00%. With the growth in the Bank’s loan portfolio, provision for impairment and credit losses was increased to P414.34 million, improving the loan loss coverage ratio to 146.62% from 134.88% in 2012. The sustained profitability contributed to the Bank’s capital strength, enabling the consistent payment of dividends to stockholders. For 2013, China Bank paid cash dividends of P1.20 per share for a total of P1.56 billion, representing a total payout of 31.04% of prior year’s net income. The Bank also declared a 10% stock dividend or P1.30 billion. FINANCIAL CONDITION As of year-end 2013, the Bank’s total assets expanded to P413.70 billion or 27.62% higher than 2012, mainly from growth in loan portfolio and liquid assets supported by strong deposit growth. Driven by higher demand from all customer segments: consumer, commercial and corporate, loans and receivables-net grew to P220.54 billion or by 16.01%. Customers from real estate, renting & business services comprised 26.46% of the Bank’s gross loan portfolio (inclusive of UDSCL), followed by wholesale & retail trade at 15.13%, manufacturing at 14.37%, and financial intermediaries at 8.57%. More effective credit risk management led to a 10.0% drop in the Bank’s non-performing loans (NPLs) to P4.52 billion, reducing the NPL ratio to 1.99% and improving the loan loss coverage ratio to 146.62%, one of the best in the industry. Liquid assets increased by 49.76% to P177.06 billion as higher liquid funds were allocated to deposits with banks and placements with BSP. Total investment securities which consist of Financial Assets at Fair Value through Profit or Loss, Available-for-Sale and Held-to-Maturity Financial Assets reached P66.92 billion, representing 16.18% of total assets in keeping with the Bank’s strategy of reducing the share of treasury-managed assets to total assets. On the liabilities side, total deposits increased by 30.26% to P354.27 billion, which can be attributed to the growth across all products: demand deposits by 26.60%, savings deposits by 37.01% and time deposits by 16.88%. The growth in deposits mainly funded the expansion in loan portfolio. Total capital funds reached P45.40 billion, 6.23% higher than 2012. The Bank’s capital is largely comprised of Tier 1 (core) capital, the increase in which is mainly due to current year profits. Net unrealized gains (losses) on available for sale financial assets declined by P1.44 billion or 105.83% due to the decrease in market value of unsold securities. The Bank’s Tier 1 capital adequacy ratio (CAR) of 14.50% and total CAR of 15.39% remained substantially higher than the 10% regulatory minimum requirement. Annual Report 2013 61 DISCLOSURE ON CAPITAL STRUCTURE AND CAPITAL ADEQUACY Capital Fundamentals We believe that China Bank can only achieve sustainable growth by maintaining strong capital fundamentals. Major business initiatives are undertaken with the appropriate capital planning which also takes into consideration constraints and changes in the regulatory environment. This is necessary to ensure that our commercial objectives are equally aligned with our ability to maintain a capital position superior to the industry. The Board and Senior Management recognizes that a balance should be achieved with respect to China Bank’s earnings outlook vis-à-vis capital fundamentals that can take advantage of growth opportunities while increasing the Bank’s ability to absorb shocks. Risk-based capital components, including deductions, on a parent and consolidated basis: Qualifying Capital In PhP Million Tier 1 Capital Paid-up common stock Additional paid-in capital Retained Earnings Cumulative Foreign Currency Translation Minority Interest Less: Unsecured DOSRI Less: Deferred income tax Less: Goodwill Total Tier 1 Capital Less: Investment in Subsidiary-50% Net Tier 1 Capital Tier 2 Capital General Loan Loss Provisions Unrealized Gain AFS Equity Total Tier 2 Capital Less: Investment in Subsidiary-50% Net Tier 2 Capital Total Gross Qualifying Capital Less: Total Investment in Subsidiary Total Qualifying Capital 2013 Consolidated 2012 2011 2013 Parent 2012 2011 14,276.62 671.50 26,527.68 66.35 49.85 (520.98) (1,732.30) (222.84) 39,115.88 (120.51) 38,995.37 12,978.74 671.50 23,968.99 (65.51) 51.56 (258.69) (1,768.48) (241.31) 35,336.80 (102.14) 35,234.66 11,798.77 671.50 21,657.17 25.34 (1,164.18) (1,693.71) (222.84) 31,072.05 (85.84) 30,986.21 14,276.62 671.50 26,258.03 66.35 (520.52) (1,724.64) (222.84) 38,804.50 (768.26) 38,036.24 12,978.74 671.50 23,976.91 (65.51) (258.26) (1,756.63) (222.84) 35,323.91 (822.72) 34,501.19 11,798.77 671.50 21,657.17 25.34 (1,164.01) (1,684.11) (222.84) 31,081.82 (726.78) 30,355.04 2,452.99 39.14 2,492.13 (120.51) 2,371.62 41,608.01 (241.01) 41,367.00 2,055.59 29.80 2,085.39 (102.14) 1,983.25 37,422.19 (204.28) 37,217.91 1,797.95 0.05 1,798.00 (85.84) 1,712,17 32,870.05 (171.67) 32,698.38 2,341.85 39.14 2,380.99 (768.26) 1,612.73 41,185.49 (1,536.52) 39,648.97 1,985.88 29.80 2,015.68 (822.72) 1,192.96 37,339.59 (1,645.45) 35,694.14 1,760.80 0.05 1,760.85 (726.78) 1,034.07 32,842.67 (1,453.55) 31,389.12 Risk-based capital ratios: 2013 Consolidated 2012 2011 2013 Parent 2012 2011 Tier 1 capital 39,115.88 35,336.80 31,072.05 38,804.50 35,323.91 31,081.82 Tier 2 capital 2,492.13 2,085.39 1,798.00 2,380.99 2,015.68 1,760.85 41,608.01 37,422.19 32,870.05 41,185.49 37,339.59 32,842.67 (Amounts in PhP Million) Gross qualifying capital Less required deductions (241.01) (204.28) (171.67) (1,536.52) (1,645.45) (1,453.55) Total qualifying capital 41,367.00 37,217.91 32,698.38 39,648.97 35,694.14 31,389.12 196,154.27 Risk weighted assets 268,851.16 232,552.93 200,163.25 257,239.52 225,145.24 Tier 1 capital ratio 14.50% 15.15% 15.48% 14.79% 15.32% 15.48% Total capital ratio 15.39% 16.00% 16.34% 15.41% 15.85% 16.00% The regulatory qualifying capital of the Group consists of Tier 1 capital (core), which comprises paid-up common stock, additional paidin capital, surplus including current year profit, surplus reserves and minority interest less required deductions such as unsecured credit accommodations to DOSRI, deferred income tax, and goodwill. The other component of regulatory capital is Tier 2 capital (supplementary), which includes net unrealized gain on AFS equity securities (subject to a 55.00% discount) and general loan loss provision. 62 The capital requirements for Credit, Market and Operational Risk are listed below, on a parent and consolidated basis Capital Requirement in PhP Million Credit Risk Market Risk Operational Risk Total Capital Requirements 2013 24,472.70 372.44 2,039.97 26,885.12 Consolidated 2012 20,487.93 693.30 2,074.06 23,255.29 Parent 2011 17,903.86 213.96 1,898.51 20,016.33 2013 23,360.48 372.44 1,991.02 25,723.95 2012 19,787.83 693.30 2,033.40 22,514.53 2011 17,530.14 213.96 1,871.33 19,615.43 Credit Risk-Weighted Assets On-balance sheet exposures, net of specific provisions and not covered by CRM (in PhP million): December 2013 On-Balance Sheet Assets Cash on Hand Checks and Other Cash Items Due from BSP Due from Other Banks Financial Assets at FVPL Available-for-Sale Financial Assets Held-to-Maturity Financial Assets Unquoted Debt Securities Classified as Loans Loans and Receivables Loans and Receivables arising from Repurchase Agreements Sales Contract Receivables Real and Other Properties Acquired Other Assets Total On-Balance Sheet Assets Consolidated Exposures, net of Specific Exposures not Provisions Covered by CRM 7,217.74 7,217.74 83.93 83.93 78,880.88 78,880.88 23,218.10 23,218.10 4,865.08 4,856.41 44,819.53 43,952.53 12,441.67 12,441.67 2,411.03 2,411.03 221,462.38 208,926.37 Parent Exposures, net of Specific Exposures not Provisions Covered by CRM 6,973.57 6,973.57 83.72 83.72 75,591.06 75,591.06 22,547.97 22,547.97 4,865.08 4,856.41 43,775.39 42,908.39 12,413.71 12,413.71 2,066.92 2,066.92 212,095.51 199,591.55 - - - - 462.81 1,756.14 8,704.83 406,324.12 462.81 1,756.14 8,704.83 392,912.44 392.30 1,430.59 7,120.25 389,356.07 392.30 1,430.59 7,120.25 375,976.44 December 2012 On-Balance Sheet Assets (in PhP million) Cash on Hand Checks and Other Cash Items Due from BSP Due from Other Banks Financial Assets at FVPL Available-for-Sale Financial Assets Held-to-Maturity Financial Assets Unquoted Debt Securities Classified as Loans Loans and Receivables Loans and Receivables arising from Repurchase Agreements Sales Contract Receivables Real and Other Properties Acquired Other Assets Total On-Balance Sheet Assets Consolidated Exposures, net of Specific Exposures not Provisions Covered by CRM 6,055.42 6,055.42 134.47 134.47 40,634.87 40,634.87 4,388.13 4,388.13 5,008.01 5,000.00 36,496.83 35,695.13 17,122.90 17,122.90 2,804.72 2,804.72 189,867.53 176,381.08 Parent Exposures, net of Specific Exposures not Provisions Covered by CRM 5,902.60 5,902.60 126.54 126.54 37,572.60 37,572.60 4,151.12 4,151.12 5,008.01 5,000.00 35,677.71 34,876.01 17,093.97 17,093.97 2,462.13 2,462.13 185,484.85 172,030.51 446.00 446.00 - - 475.53 2,042.99 9,562.04 315,039.45 475.53 2,042.99 9,562.04 300,743.28 378.71 1,739.42 8,440.45 304,038.11 378.71 1,739.42 8,440.45 289,774.05 Annual Report 2013 63 DISCLOSURE ON CAPITAL STRUCTURE AND CAPITAL ADEQUACY December 2011 Consolidated Exposures, net of Specific Exposures not Provisions Covered by CRM 5,926.04 5,926.04 103.98 103.98 30,119.34 30,119.34 2,875.95 2,875.95 8.56 40,034.00 39,177.80 17,601.93 17,601.93 3,085.10 3,085.10 145,077.88 144,653.58 On-Balance Sheet Assets (in PhP million) Cash on Hand Checks and Other Cash Items Due from BSP Due from Other Banks Financial Assets at FVPL Available-for-Sale Financial Assets Held-to-Maturity Financial Assets Unquoted Debt Securities Classified as Loans Loans and Receivables Loans and Receivables arising from Repurchase Agreements 671.00 Sales Contract Receivables Real and Other Properties Acquired Other Assets Total On-Balance Sheet Assets Parent Exposures, net of Specific Exposures not Provisions Covered by CRM 5,819.04 5,819.04 103.43 103.43 29,568.22 29,568.22 2,695.66 2,695.66 8.56 39,006.77 38,150.57 17,517.43 17,517.43 2,628.18 2,628.18 143,443.52 143,032.92 671.00 - - 389.70 389.70 240.35 240.35 2,313.17 11,752.11 259,958.76 2,313.17 11,752.11 258,669.70 2,228.68 10,732.32 253,992.15 2,228.68 10,732.32 252,716.79 Credit equivalent amount for off-balance sheet items, broken down by type of exposures (in PhP million): 2013 Consolidated Parent Notional Credit Notional Credit Principal Equivalent Principal Equivalent Off-balance Sheet Assets Direct Credit Substitutes 0.00 Transaction-related 15,937.73 contingencies Trade-related contingencies arising 4,647.72 from movement of goods Other commitments (which can be unconditionally 132,250.22 cancelled at any time by the bank without prior notice) Total Notional Principal and Credit Equivalent 152,835.67 Amount 2012 Consolidated Parent Notional Credit Notional Credit Principal Equivalent Principal Equivalent 2011 Consolidated Parent Notional Credit Notional Credit Principal Equivalent Principal Equivalent 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7,968.86 15,937.35 7,968.68 7,374.39 3,687.20 7,374.39 3,687.20 7,812.56 3,906.28 7,812.56 3,906.28 929.54 4,647.72 929.54 4,320.16 864.03 4,320.16 864.03 6,084.79 1,216.96 6,084.79 1,216.96 0.00 128,276.41 0.00 182,100.31 0.00 176,713.92 0.00 173,803.23 0.00 169,231.93 0.00 8,898.40 148,861.48 8,898.22 193,794.86 4,551.23 188,408.47 4,551.23 187,700.58 5,123.24 183,129.28 5,123.24 Credit equivalent amount for counterparty credit risk, broken down by type of exposures (in PhP million): December 2013 Standardized Approach Interest Rate Contracts Exchange Rate Contracts Equity Contracts Credit Derivatives Total Notional Principal and Credit Equivalent Amount 64 Consolidated Notional Credit Principal Equivalent 3,800.00 27.48 46,863.66 942.73 - Parent Notional Principal 3,800.00 46,863.66 - 50,663.66 50,663.66 970.21 Credit Equivalent 27.48 942.73 970.21 December 2012 Consolidated Notional Credit Principal Equivalent 43,593.18 623.42 Standardized Approach Interest Rate Contracts Exchange Rate Contracts Parent Notional Principal 43,593.18 Credit Equivalent 623.42 Equity Contracts - - - - Credit Derivatives - - - - 43,593.18 623.42 43,593.18 623.42 Total Notional Principal and Credit Equivalent Amount December 2011 Standardized Approach Interest Rate Contracts Exchange Rate Contracts Equity Contracts Credit Derivatives Total Notional Principal and Credit Equivalent Amount Consolidated Notional Credit Principal Equivalent 29,280.08 412.13 - Parent Notional Principal 29,280.08 - 29,280.08 29,280.08 412.13 Credit Equivalent 412.13 412.13 The following credit risk mitigants are used in the December 2013 CAR Report: • ROP warrants • ROP guarantees • Holdout vs. Peso deposit / Deposit substitute • Holdout vs. FCDU deposit of resident • Holdout vs. FCDU deposit of non-resident • Assignment / Pledge of Government Securities Total credit exposure after risk mitigation, broken down by type of exposures, risk buckets, as well as those that are deducted from capital (in PhP million): 2013 Weight Band Below 100% 100% and Above Total On-balance sheet 203,364.08 189,548.34 392,912.42 Consolidated Off-balance sheet Counterparty* 4,398.95 787.22 4,499.46 8,898.41 182.99 970.21 Total 208,550.25 On-balance sheet 195,463.38 194,230.79 402,781.04 180,513.04 375,976.42 Parent Company Off-balance sheet Counterparty 4,398.95 787.22 4,499.28 8,898.23 Total 200,649.55 182.99 970.21 185,195.31 385,844.86 Parent Company Off-balance sheet Counterparty 797.51 305.73 Total 128,765.60 2012 Weight Band Below 100% 100% and Above Total On-balance sheet 132,296.20 168,447.08 300,743.28 Consolidated Off-balance sheet Counterparty* 797.51 305.73 3,753.72 4,551.23 317.69 623.42 Total 133,399.44 On-balance sheet 127,662.36 172,518.49 305,917.93 162,111.69 289,774.05 3,753.72 4,551.23 317.69 623.42 166,183.10 294,948.70 Parent Company Off-balance sheet Counterparty 0.00 154.91 Total 104,210.59 2011 Weight Band Below 100% 100% and Above Total On-balance sheet 106,480.10 152,189.60 258,669.70 Consolidated Off-balance sheet Counterparty* 0.00 154.91 5,123.24 5,123.24 257.22 412.13 Total 106,635.01 On-balance sheet 104,055.68 157,570.06 264,205.07 148,661.11 252,716.79 5,123.24 5,123.24 257.22 412.13 154,041.57 258,252.16 Annual Report 2013 65 DISCLOSURE ON CAPITAL STRUCTURE AND CAPITAL ADEQUACY Total credit risk-weighted assets, broken down by type of exposures (in PhP million): 2013 Weight Band Below 100% 100% and Above Covered by CRM Excess GLLP Total On-balance sheet 46,427.54 Consolidated Off-balance sheet Counterparty* 879.79 298.58 Total 47,605.91 On-balance sheet 44,616.45 Parent Company Off-balance sheet Counterparty 879.79 298.58 192,912.54 4,499.46 182.99 197,594.99 183,610.36 4,499.28 182.99 97.86 0.00 0.00 97.86 97.86 0.00 0.00 239,437.94 5,379.25 481.57 (571.76) 244,727.00 228,324.67 5,379.07 481.57 Total 45,794.82 188,292.63 97.86 (580.47) 233,604.84 2012 Weight Band Below 100% 100% and Above Covered by CRM Excess GLLP Total On-balance sheet 26,623.29 Consolidated Off-balance sheet Counterparty* 159.50 100.24 Total 26,883.03 On-balance sheet 26,227.09 Parent Company Off-balance sheet Counterparty 159.50 100.24 Total 26,486.83 171,913.47 3,753.72 317.69 175,984.88 165,338.60 3,753.72 317.69 169,410.01 2,690.87 0.00 0.00 2,690.87 2,690.93 0.00 0.00 2,690.93 194,256.62 3,913.22 417.93 (709.50) 197,878.27 Parent Company Off-balance sheet Counterparty 0.00 70.78 Total 19,702.52 201,227.63 3,913.22 417.93 (679.50) 204,879.28 2011 Weight Band Below 100% 100% and Above Covered by CRM Excess GLLP Total On-balance sheet 19,720.42 Consolidated Off-balance sheet Counterparty* 0.00 70.78 Total 19,791.20 On-balance sheet 19,631.74 154,541.10 5,123.24 257.22 159,921.56 150,914.66 5,123.24 257.22 82.12 0.00 0.00 82.12 82.12 0.00 0.00 82.12 328.00 (756.26) 179,038.62 328.00 (778.37) 175,301.39 174,343.64 5,123.24 170,628.52 5,123.24 156,295.12 *Counterparty RWA covering Derivatives & Repo-style Transactions The credit ratings given by the following rating agencies were used to determine the credit risk weight of On-balance sheet, Off-balance sheet, and Counterparty exposures: For all rated credit exposures regardless of currency Standard & Poor (S&P) Moody’s Fitch Philratings 66 Market Risk-Weighted Assets The Standardized Approach is used in China Bank’s market risk-weighted assets. The total market risk-weighted asset of the Bank as of December 2013 is PhP3.7 Bn for both parent and consolidated basis. This is composed of Interest Rate exposures amounting to PhP3.0 Bn and Foreign Exposures amounting to PhP0.7Bn. Consolidated and Parent Company 2013 2012 35.22 169.61 Interest Rate Exposures (in PhP Mn) Specific Risk General Market Risk PHP USD Total Capital Charge Adjusted Capital Charge Subtotal Market Risk-Weighted Assets 116.90 89.24 241.36 301.70 3,016.96 249.15 85.17 503.93 629.92 6,299.17 57.23 22.63 133.41 166.77 1,667.66 Foreign Exchange Exposures Total Capital Charge Adjusted Capital Charge Subtotal Market Risk-Weighted Assets 2013 56.60 70.75 707.48 2012 50.71 63.39 633.86 2011 37.75 47.19 471.90 3,724.44 6,933.03 2,139.56 Total Market Risk-Weighted Assets 2011 53.55 Operational, Legal, and Other Risks For Operational Risk, the exposure of the Bank is profiled using a number of methodologies which also include a scenario analysis exercise as part of the internal capital adequacy assessment process (ICAAP) to validate if the computed capital requirement using the Basic Indicator Approach (BIA) is enough to cover estimated losses arising from very adverse operating conditions and major incidents. For the 2014 ICAAP submission, the Bank allocated the amount of PhP2.04Bn as capital for Operational Risk which is more than adequate to cover the exposure from our scenario analysis exercise. In fact, the BIA provides a capital buffer of as much as PhP 903.54Mn. Tools such as the Risks and Controls Self-Assessment (RCSA), the analysis of historical Loss Reports and the monitoring of Key Risk Indicators (KRI) further allow Risk Management to identify high risk areas, loss drivers, and trends which can be acted upon by Management to prevent material failures in our processes, people, systems, and resiliency measures against external events. These results are periodically reported to Management and cover all aspects of the business from core operating capabilities of the units, all products and services, outstanding legal cases, and even its sales and marketing practices. Operational Risk-Weighted Assets The BIA is used in computing China Bank’s Operational risk-weighted assets. On a parent basis, the Bank’s Operational risk-weighted assets as of December 2013 is PhP19.91 Bn while on a consolidated basis, the Bank’s Operational risk-weighted assets is PhP20.40 Bn. On a parent basis, the Bank’s Operational risk-weighted assets as of December 2012 is PhP20.33Bn while on a consolidated basis, the Bank’s Operational risk-weighted assets is PhP20.74Bn. On a parent basis, the Bank’s Operational risk-weighted assets as of December 2011 is PhP18.71Bn while on a consolidated basis, the Bank’s Operational risk-weighted assets is PhP18.99Bn. Internal measurement of interest rate risk in the banking book The Bank’s interest rate risk (IRR) originates from holdings of interest rate sensitive assets and interest rate sensitive liabilities. Internally, the Earnings-at-Risk (EaR) method is used to determine the effects of adverse interest rate change on the Bank’s interest earnings. The Bank’s loans is assumed affected by interest rate movements on its repricing date for floating rates and on its maturity date for fixed rates. Demand and savings deposits, on the other hand, is generally not interest rate sensitive. Provided in the table below are the approximate reduction in annualized interest income of a 100bps adverse change across the PhP and USD yield curves. Earnings-at-Risk in PhP Million PhP IRR Exposures USD IRR Exposures 2013 (401) (219) Consolidated 2012 (355) (122) 2011 (552) (179) Parent Company 2013 2012 (432) (358) (216) (117) Annual Report 2013 2011 (552) (177) 67 REPORT OF THE AUDIT COMMITTEE TO THE BOARD OF DIRECTORS FOR THE YEAR ENDED DECEMBER 31, 2013 The Audit Committee is a Board-constituted body that is charged to evaluate the adequacy and effectiveness of the Bank’s financial reporting and internal control, monitor compliance with legal and regulatory requirements, provide oversight over external and internal audit functions, and monitor management’s activities in managing risks of the Bank. The Committee is composed of three (3) nonexecutive directors, two (2) of whom are independent directors including the Chairman. The Committee’s roles and responsibilities are defined in the Audit Committee Charter approved by the Board of the Directors. In 2013, the Committee held twelve (12) meetings. In line with the Charter, relevant laws and regulations, and international standards, the Committee confirms the following: Consistent with the guidelines of the Securities and Exchange Commission for the assessment of performance of Audit Committees, and with global standards and practices, conducted self-assessment of performance effectiveness of the Committee. Exercised full discretion to invite officers to attend meetings to allow them to bring to the attention of the Committee any matter or concern, and enable the Committee to effectively discharge its functions by obtaining feedback, evaluating the issues, arriving at resolutions and recommendations, and obtaining follow-up action. With respect to the external auditors: - Reviewed the qualifications, performance, competence and independence of the external auditor, and endorsed the reelection/re-appointment of SyCip Gorres Velayo & Co. (SGV & Co.) / Ernst & Young as the Bank’s external auditor for 2013. - Discussed and passed upon the results of audit of the consolidated financial statements of the Bank and subsidiaries as of 31 December 2013, noting that the external auditors did not find any significant deficiencies or material weaknesses in internal controls, and has not noted any significant error or been made aware of irregularities during their audit. Further to this, the Committee reviewed and endorsed the audited financial statements, and approved the fees of the external auditor for the financial audit of the Bank. - Discussed with them new issuances by the Bureau of Internal Revenue, Securities and Exchange Commission, and/or Bangko Sentral ng Pilipinas (BSP), and their significance on the operations of the Bank. As to the internal auditors of the Bank: - Considered the regular and special internal audit reports on and replies of branches and units of the Bank, review of other audit projects, and summary of audit findings; and monitored any outstanding issues relating to their audit. - Reviewed the effectiveness of the internal audit function, and confirmed the independence and objectivity of the internal auditors, including their compliance with the Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing (IIA-ISPPIA) and Code of Ethics. - Discussed on semestral basis, the accomplishments versus plans and budgets of the Branch Audit Department, Head Office and Subsidiaries Audit Department, IT Audit Department, and Quality Assurance and Control Department, including the approval of the Quality Assurance and Improvement Program (QAIP), which provides step-by-step procedures in conducting quality assessments and providing key information of the Bank’s QAIP activities to ensure that quality and continuous improvements are carried out in the internal audit function, in accordance with Standards 1300 of the IIA-ISPPIA as well as BSP requirements. - Reviewed and favorably acted upon the proposed annual audit plans and budget after ensuring their conformity with the Bank’s objectives. - Participated in the review, improvement and approval of audit rating systems for branches and various departments, which systems are designed to translate the results of a regular audit into a descriptive numeric assessment on each of the activities reviewed that would reflect the general condition of the unit at the time of the audit. - Reviewed the performance of the Chief Audit Executive. Jointly with Compliance Committee, discussed the BSP Report of Examination as of October 31, 2012, latest issuances from the regulators, and updates and developments on global best practices. Timely informed the Board of Directors of the matters taken up during Committee meetings. Based on the review and discussion made by the Audit Committee referred to above, and subject to the limitations on duties and responsibilities referred to in the Charter, the Committee recommends to the Board of Directors that the audited financial statements and related schedules be approved, included and/or incorporated in the Annual Report for the year ended December 31, 2013. Makati City, March 5, 2014. ALBERTO S. YAO Chairman 68 JOAQUIN T. DEE Member DY TIONG Member STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS The Management of China Banking Corporation (the Bank) is responsible for the preparation and fair presentation of the consolidated financial statements for the years ended December 31, 2013 and 2012, including the additional components attached therein, in accordance with Philippine Financial Reporting Standards. This responsibility includes designing and implementing internal controls relevant to the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. The Board of Directors reviews and approves the consolidated financial statements and submits the same to the stockholders. SyCip Gorres Velayo & Co., the independent auditors appointed by the stockholders, has examined the consolidated financial statements of the Bank in accordance with Philippine Standards on Auditing, and in its report to the stockholders, has expressed its opinion on the fairness of presentation upon completion of such examination. Hans T. Sy Chairman of the Board Peter S. Dee President and CEO Ricardo R. Chua Senior Executive Vice President and COO Antonio S. Espedido, Jr. Executive Vice President and Principal Financial Officer Delia Marquez Vice President - Controller Republic of the Philippines Makati City S.S Signed this 20th day of February 2014, affiants exhibiting to me their Social Security System Nos. as follows: Name Hans T. Sy Peter S. Dee Ricardo R. Chua Antonio S. Espedido, Jr. Delia Marquez Doc. No.: Page No: Book No: Series of: 188 46 12 2014 SSS Nos. 03-4301174-3 03-1183011-8 03-2416389-8 03-5696688-5 03-7205726-0 CHRISTINE L. ZERNA-BRIONES Notary Public for the City of Makati Appt. No. M-447 (2013-2014) 11/F China Bank Bldg. 8745 Paseo de Roxas, Makati City PTR No. 4234459; 01.10.14; Makati City IBP No. 945838; 12.12.13; Pampanga Roll of Attorney’s No. 42549 Annual Report 2013 69 INDEPENDENT AUDITORS’ REPORT The Stockholders and the Board of Directors China Banking Corporation 8745 Paseo de Roxas corner Villar Street Makati City Report on the Financial Statements We have audited the accompanying consolidated financial statements of China Banking Corporation and Subsidiaries (the Group) and the parent company financial statements of China Banking Corporation (the Parent Company), which comprise the consolidated and parent company balance sheets as at December 31, 2013 and 2012, and the consolidated and parent company statements of income, statements of comprehensive income, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2013, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Philippine Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Philippine Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated and the parent company financial statements present fairly, in all material respects, the financial position of the Group and of the Parent Company as at December 31, 2013 and 2012, and their financial performance and their cash flows for each of the three years in the period ended December 31, 2013 in accordance with Philippine Financial Reporting Standards. Report on the Supplementary Information Required Under Revenue Regulations 15-2010 and 19-2011 Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information required under Revenue Regulations 15-2010 and 19-2011 in Notes 37 and 38 to the parent company financial statements, respectively, is presented for purposes of filing with the Bureau of Internal Revenue and is not a required part of the basic financial statements. Such information is the responsibility of the management of China Banking Corporation. The information has been subjected to the auditing procedures applied in our audit of the basic financial statements. In our opinion, the information is fairly stated in all material respects in relation to the basic financial statements taken as a whole. SYCIP GORRES VELAYO & CO. Vicky Lee Salas Partner CPA Certificate No. 86838 SEC Accreditation No. 0115-AR-3 (Group A), February 14, 2013, valid until February 13, 2016 Tax Identification No. 129-434-735 BIR Accreditation No. 08-001998-53-2012, April 11, 2012, valid until April 10, 2015 PTR No. 4225181, January 2, 2014, Makati City March 5, 2014 70 BALANCE SHEETS Consolidated December 31, 2012 December 31, (As restated 2013 Notes 2 and 10) ASSETS Cash and Other Cash Items Due from Bangko Sentral ng Pilipinas (Notes 7 and 16 ) Due from Other Banks (Note 7) Securities Purchased Under Resale Agreements (Note 7) Financial Assets at Fair Value through Profit or Loss (Note 8) Available-for-Sale Financial Assets (Note 8) Held-to-Maturity Financial Assets (Note 8) Loans and Receivables (Notes 9 and28) Accrued Interest Receivable (Note 15) Investment in Subsidiaries (Note 10) Investment in Associates (Note 10) Bank Premises, Furniture, Fixtures and Equipment (Note 11) Investment Properties (Note 12) Deferred Tax Assets (Note 26) Branch Licenses (Notes 10 and 13) Goodwill (Note 13) Other Assets (Note 14) LIABILITIES AND EQUITY Liabilities Deposit Liabilities (Notes 16 and 28) Demand Savings Time Bills Payable (Note 17) Manager’s Checks Income Tax Payable Accrued Interest and Other Expenses (Note 18) Derivative Liabilities (Note 24) Other Liabilities (Note 19) Equity Equity Attributable to Equity Holders of the Parent Company Capital stock (Note 22) Capital paid in excess of par value Surplus reserves (Notes 22 and 27) Surplus (Notes 22 and 27) Net unrealized gains (losses) on availablefor-sale financial assets (Note 8) Remeasurement gain on defined benefit asset or liability Cumulative translation adjustment Non-controlling Interest January 1, 2012 (As restated Note 2) Parent Company December 31, 2012 December 31, (As restated 2013 Note 2) January 1, 2012 (As restated Note 2) P7,281,640,616 P6,160,371,861 P6,050,366,433 P7,035,251,105 P5,996,785,687 P5,902,040,106 78,968,132,522 23,885,538,128 40,659,682,959 4,527,376,998 30,122,324,047 2,745,404,931 75,678,312,048 23,215,575,357 37,597,455,540 4,289,620,222 29,571,232,355 2,729,474,436 − 446,000,000 671,000,000 − – – 10,421,423,053 12,166,678,192 2,446,064,218 10,421,423,053 12,166,678,192 2,446,064,218 44,349,256,775 41,571,441,141 45,784,601,478 43,196,190,593 40,676,728,810 44,676,609,090 12,150,546,829 220,540,902,915 1,899,408,789 − 21,245,838 12,693,233,413 190,100,306,325 1,834,766,400 – 21,245,838 12,960,937,205 145,238,662,573 1,765,726,064 – 24,480,868 12,122,589,213 210,762,269,411 1,801,594,853 1,927,749,787 21,245,838 12,665,325,779 185,361,754,668 1,789,455,915 1,927,546,513 21,245,838 12,877,757,205 143,426,574,049 1,734,364,664 1,526,180,870 21,245,838 5,279,940,404 4,755,316,371 4,922,208,392 4,725,647,705 4,240,859,684 4,226,814,198 2,410,529,492 2,819,311,640 3,414,896,222 2,078,092,008 2,419,007,629 3,305,272,865 627,795,898 637,425,891 882,969,788 763,461,954 788,268,395 877,562,259 837,600,000 837,600,000 477,600,000 455,000,000 455,000,000 455,000,000 222,841,201 222,841,201 222,841,201 222,841,201 222,841,201 222,841,201 4,801,120,536 4,706,448,526 4,823,342,020 4,398,466,854 4,289,504,018 4,437,649,695 P413,697,922,996 P324,160,046,756 P262,553,425,440 P398,825,710,980 P314,908,078,091 P258,436,683,049 P76,735,905,420 207,557,387,057 69,974,910,203 354,268,202,680 8,299,194,525 859,892,248 6,768,350 P60,612,813,027 151,495,924,676 59,868,502,167 271,977,239,870 3,526,807,973 801,208,565 5,226,599 P54,627,745,221 111,366,522,296 50,139,445,784 216,133,713,301 1,641,473,347 487,057,846 30,667,483 P75,632,975,179 197,464,868,647 66,734,009,661 339,831,853,487 8,299,194,525 704,488,259 − P59,900,275,608 150,345,928,515 52,827,905,234 263,074,109,357 3,526,807,973 736,088,844 – P54,217,174,543 109,231,601,827 48,524,077,921 211,972,854,291 1,641,473,347 445,940,641 23,145,879 1,501,925,478 154,808,366 3,207,431,910 368,298,223,557 1,622,233,107 570,575,771 2,918,549,815 281,421,841,700 1,446,533,180 146,616,341 3,045,565,992 222,931,627,490 1,445,621,346 154,808,366 2,816,377,585 353,252,343,568 1,556,838,090 570,575,771 2,610,579,224 272,074,999,259 1,417,595,676 146,616,341 3,228,833,471 218,876,459,646 14,276,616,580 671,504,726 775,068,774 29,079,842,263 12,978,742,300 671,504,726 733,440,119 26,873,535,782 11,798,766,800 671,504,726 678,182,490 24,506,423,787 14,276,616,580 671,504,726 775,068,774 29,261,041,727 12,978,742,300 671,504,726 733,440,119 26,973,507,752 11,798,766,800 671,504,726 678,182,490 24,487,646,477 1,360,625,140 1,885,084,757 1,344,965,592 1,860,311,032 (79,257,616) (73,855,091) 604,715,114 177,480,174 31,808,630 596,643,032 196,428,958 38,474,734 66,347,664 (65,510,615) 25,337,144 66,347,664 (65,510,615) 25,337,144 45,394,837,505 42,729,817,626 39,597,108,334 45,573,367,412 42,833,078,832 39,560,223,403 4,861,934 8,387,430 24,689,616 − – – 45,399,699,439 42,738,205,056 39,621,797,950 45,573,367,412 42,833,078,832 39,560,223,403 P413,697,922,996 P324,160,046,756 P262,553,425,440 P398,825,710,980 P314,908,078,091 P258,436,683,049 See accompanying Notes to Financial Statements. Annual Report 2013 71 STATEMENTS OF INCOME Consolidated INTEREST INCOME Loans and receivables (Notes 9 and 28) Trading and investments (Note 8) Due from Bangko Sentral ng Pilipinas and other banks (Note 7) INTEREST EXPENSE Deposit liabilities (Notes 16 and 28) Bills payable and other borrowings (Notes 17 and 23) NET INTEREST INCOME Trading and securities gain - net (Notes 8 and 20) Service charges, fees and commissions (Note 20) Gain on sale of investment properties Trust fee income (Note 28) Gain (loss) on asset foreclosure and dacion transactions (Note 12) Foreign exchange gain (loss) - net (Note 24) Miscellaneous (Notes 10, 12 and 20) TOTAL OPERATING INCOME Compensation and fringe benefits (Notes 23 and 28) Occupancy cost (Note 25) Taxes and licenses Depreciation and amortization (Notes 11 and 12) Stationery, supplies and postage Insurance Provision for impairment and credit losses (Note 15) Transportation and traveling Entertainment, amusement and recreation Professional fees, marketing and other related services Repairs and maintenance Miscellaneous (Note 20) TOTAL OPERATING EXPENSES INCOME BEFORE INCOME TAX PROVISION FOR INCOME TAX (Note 26) NET INCOME Attributable to: Equity holders of the Parent Company (Note 31) Non-controlling interest Basic/Diluted Earnings Per Share (Note 31) Parent Company Years Ended December 31 2011 (As restated Note 2) 2013 2012 (As restated Note 2) 2011 (As restated Note 2) 2013 2012 (As restated Notes 2 and 10) P10,372,075,442 3,227,341,138 P9,522,024,446 3,373,834,036 P8,158,228,328 3,913,249,272 P9,729,506,391 3,158,295,958 P9,245,295,416 3,297,564,886 P7,986,157,528 3,857,166,402 481,736,900 14,081,153,480 255,011,199 13,150,869,681 605,120,369 12,676,597,969 408,149,958 13,295,952,307 188,552,690 12,731,412,992 574,124,245 12,417,448,175 4,047,245,174 4,963,125,873 3,991,837,571 3,737,550,341 4,730,727,574 3,870,059,041 97,917,679 4,145,162,853 9,935,990,627 125,402,976 5,088,528,849 8,062,340,832 133,021,342 4,124,858,913 8,551,739,056 97,917,679 3,835,468,020 9,460,484,287 125,402,976 4,856,130,550 7,875,282,442 133,021,342 4,003,080,383 8,414,367,792 1,904,885,163 2,916,299,207 1,468,637,210 1,614,807,963 2,787,172,905 1,453,123,700 1,156,459,862 462,742,999 420,721,273 1,046,352,293 291,424,782 555,954,835 985,257,308 247,787,229 517,288,168 1,004,074,075 467,216,863 416,286,552 949,167,096 291,630,417 552,576,294 849,127,833 228,756,708 515,752,305 219,470,577 50,538,556 310,677,828 191,126,297 51,837,658 304,776,902 (89,663,242) 1,085,974,887 15,096,582,146 259,100,974 673,944,104 13,855,955,583 107,063,636 555,087,095 12,743,537,530 (96,189,849) 1,082,832,730 14,140,638,918 260,605,044 499,813,658 13,268,085,514 106,956,091 510,292,275 12,383,153,606 3,112,588,968 1,229,979,549 828,261,895 2,850,571,322 1,065,386,034 819,755,015 2,444,326,187 901,711,635 750,210,547 2,762,462,214 1,059,665,123 751,875,186 2,604,402,428 949,205,463 784,434,373 2,282,461,955 837,412,398 715,120,851 752,886,033 699,570,330 690,029,507 825,295,807 605,316,347 568,346,857 716,104,851 489,649,771 458,998,134 595,746,442 681,351,714 664,178,791 620,913,478 598,933,969 555,981,693 665,727,176 477,540,719 458,871,679 414,335,872 344,079,528 221,735,895 236,756,182 316,530,142 206,536,313 155,097,500 215,824,972 179,846,324 278,540,863 321,264,135 190,673,800 200,181,569 292,606,142 188,736,887 155,097,500 200,829,432 168,035,429 174,074,631 164,317,392 689,738,609 9,321,598,209 5,774,983,937 674,536,437 P5,100,447,500 165,064,472 166,580,997 604,517,780 8,430,657,268 5,425,298,315 422,288,616 P5,003,009,699 112,542,338 162,803,387 533,342,849 7,120,458,495 5,623,079,035 547,408,214 P5,075,670,821 157,803,302 162,285,099 680,378,003 8,306,224,672 5,834,414,246 649,928,260 P5,184,485,986 143,382,546 168,287,583 611,515,823 7,718,581,954 5,549,503,560 412,557,140 P5,136,946,420 109,829,246 154,751,809 497,649,972 6,723,328,166 5,659,825,440 519,226,442 P5,140,598,998 P5,103,258,492 (2,810,992) P5,100,447,500 P5,018,197,140 (15,187,441) P5,003,009,699 P5,076,104,662 (433,841) P5,075,670,821 P3.57 P3.51* P3.56* * Restated to show the effects of stock dividends distributed in 2013 (Note 22). See accompanying Notes to Financial Statements. 72 STATEMENTS OF COMPREHENSIVE INCOME Consolidated NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Items that recycle to profit or loss in subsequent periods: Changes in fair value of AFS investments: Fair value gain for the year, net of tax Gains taken to profit or loss (Note 20) Cumulative translation adjustment Items that do not recycle to profit or loss in subsequent periods: Remeasurement gain on defined benefit asset or liability, net of tax OTHER COMPREHENSIVE INCOME (LOSS) FOR THE YEAR, NET OF TAX TOTAL COMPREHENSIVE INCOME FOR THE YEAR Total comprehensive income attributable to: Equity holders of the Parent Company Non-controlling interest Parent Company Years Ended December 31 2011 (As restated Note 2) 2013 2012 (As restated Note 2) 2011 (As restated Note 2) P5,184,485,986 P5,136,946,420 P5,140,598,998 2,057,470,675 (2,572,816,115) (90,847,759) 1,636,189,520 (1,634,157,490) 87,610,861 2013 2012 (As restated Notes 2 and 10) P5,100,447,500 P5,003,009,699 P5,075,670,821 2,177,977,312 (2,701,942,417) (90,847,759) 1,678,024,992 (1,649,670,999) 87,610,861 428,205,189 145,327,978 31,792,966 400,214,074 157,954,224 38,474,734 (881,300,767) (469,484,886) 147,757,820 (886,748,330) (448,238,975) 128,117,625 P4,219,146,733 P4,533,524,813 P5,223,428,641 P4,688,707,445 P5,268,716,623 P4,222,468,955 (3,322,222) P4,219,146,733 P4,548,561,308 (15,036,495) P4,533,524,813 P5,222,709,324 719,317 P5,223,428,641 565,027,367 (2,006,391,602) 131,858,279 297,493,719 (1,716,314,402) 131,858,279 P4,297,737,656 See accompanying Notes to Financial Statements. Annual Report 2013 73 STATEMENTS OF CHANGES IN EQUITY Balance at January 1, 2013, as previously reported Effect of retroactive application of PAS 19 (Revised) (Note 2) Prior-period adjustment (Note 10) Balance at January 1, 2013, as restated Total comprehensive income for the year Additional acquisition of non-controlling interest Transfer from surplus to surplus reserves Stock dividends - 10% Cash dividends - P1.2 per share Balance at December 31, 2013 Balance at January 1, 2012, as previously reported Effect of retroactive application of PAS 19 (Revised) (Note 2) Balance at January 1, 2012, as restated Total comprehensive income for the year Share of non-controlling interest in Unity Bank’s net assets Additional acquisition of non-controlling interest Transfer from surplus to surplus reserves Stock dividends - 10% Cash dividends - P1.2 per share Balance at December 31, 2012 Balance at January 1, 2011, as previously reported Effect of retroactive application of PAS 19 (Revised) (Note 2) Balance at January 1, 2011, as restated Total comprehensive income for the year Additional acquisition of non-controlling interest Transfer from surplus to surplus reserves Stock dividends - 10% Cash dividends - P1.2 per share Balance at December 31, 2011 Capital Stock (Note 22) P12,978,742,300 – – 12,978,742,300 − − − 1,297,874,280 – P14,276,616,580 P11,798,766,800 – 11,798,766,800 – – – – 1,179,975,500 – P12,978,742,300 P10,726,061,700 − 10,726,061,700 – – – 1,072,705,100 – P11,798,766,800 Capital Paid in Excess of Par Value P671,504,726 – – 671,504,726 − − − – – P671,504,726 P671,504,726 – 671,504,726 – – – – – – P671,504,726 P671,504,726 − 671,504,726 – – – – – P671,504,726 Surplus Reserves (Notes 22 and 27) P733,440,119 – – 733,440,119 − − 41,628,655 – – P775,068,774 P678,182,490 – 678,182,490 – – – 55,257,629 – – P733,440,119 P626,607,259 − 626,607,259 – – 51,575,231 – – P678,182,490 Surplus (Notes 22 and 27) P26,603,776,718 373,606,157 (103,847,093) 26,873,535,782 5,103,258,492 − (41,628,655) (1,297,874,280) (1,557,449,076) P29,079,842,263 P24,205,703,726 300,720,061 24,506,423,787 5,018,197,140 – – (55,257,629) (1,179,975,500) (1,415,852,016) P26,873,535,782 P21,607,769,897 233,956,963 21,841,726,860 5,076,104,662 – (51,575,231) (1,072,705,100) (1,287,127,404) P24,506,423,787 See accompanying Notes to Financial Statements. Balance at January 1, 2013, as previously reported Effect of retroactive application of PAS 19 (Revised) (Note2) Balance at January 1, 2013, as restated Total comprehensive income for the year Transfer from surplus to surplus reserves Stock dividends - 10% Cash dividends - P1.2 per share Balance at December 31, 2013 Balance at January 1, 2012, as previously reported Effect of retroactive application of PAS 19 (Revised) (Note2) Balance at January 1, 2012, as restated Total comprehensive income for the year Transfer from surplus to surplus reserves Stock dividends - 10% Cash dividends - P1.2 per share Balance at December 31, 2012 Balance at January 1, 2011, as previously reported Effect of retroactive application of PAS 19 (Revised) (Note2) Balance at January 1, 2011, as restated Total comprehensive income for the year Transfer from surplus to surplus reserves Stock dividends - 10% Cash dividends - P1.2 per share Balance at December 31, 2011 See accompanying Notes to Financial Statements. 74 Capital Stock (Note 22) P12,978,742,300 – 12,978,742,300 – – 1,297,874,280 – P14,276,616,580 P11,798,766,800 − 11,798,766,800 – – 1,179,975,500 – P12,978,742,300 P10,726,061,700 – 10,726,061,700 – – 1,072,705,100 – P11,798,766,800 Capital Paid in Excess of Par Value P671,504,726 – 671,504,726 – – – – P671,504,726 P671,504,726 − 671,504,726 – – – – P671,504,726 P671,504,726 – 671,504,726 – – – – P671,504,726 Surplus Reserves (Notes 22 and 27) P733,440,119 – 733,440,119 – 41,628,655 – – P775,068,774 P678,182,490 − 678,182,490 – 55,257,629 – – P733,440,119 P626,607,259 – 626,607,259 – 51,575,231 – – P678,182,490 Consolidated Equity Attributable to Equity Holders of the Parent Company Net Unrealized Gains/(Losses) Remeasurement on Available-forgain on defined Cumulative Sale Financial benefit asset or Translation Assets (Note 8) liability Adjustment P1,360,625,140 P– (P65,510,615) – 177,480,174 – – – – 1,360,625,140 177,480,174 (65,510,615) (1,439,882,756) 427,234,940 131,858,279 − − − – – – – – – – – – (P79,257,616) P604,715,114 P66,347,664 P1,885,084,757 P– P25,337,144 – 31,808,630 – 1,885,084,757 31,808,630 25,337,144 (524,459,617) 145,671,544 (90,847,759) – – – – – – – – – – – – – – – P1,360,625,140 P177,480,174 (P65,510,615) P1,857,899,586 P– (P62,273,717) − – − 1,857,899,586 – (62,273,717) 27,185,171 31,808,630 87,610,861 – – – – – – – – – – – – P1,885,084,757 P31,808,630 P25,337,144 Total P42,282,578,388 551,086,331 (103,847,093) 42,729,817,626 4,222,468,955 − – – (1,557,449,076) P45,394,837,505 P39,264,579,643 332,528,691 39,597,108,334 4,548,561,308 – – – – (1,415,852,016) P42,729,817,626 P35,427,569,451 233,956,963 35,661,526,414 5,222,709,324 – – – (1,287,127,404) P39,597,108,334 Non-controlling Interest (Note 10) P8,816,044 (375,625) (52,989) 8,387,430 (3,322,222) (203,274) − − − P4,861,934 P24,745,053 (55,437) 24,689,616 (15,036,495) 99,952 (1,365,643) – – – P8,387,430 P25,715,136 (60,487) 25,654,649 719,317 (1,684,350) – – – P24,689,616 Total Equity P42,291,394,432 550,710,706 (103,900,082) 42,738,205,056 4,219,146,733 (203,274) − − (1,557,449,076) P45,399,699,439 P39,289,324,696 332,473,254 39,621,797,950 4,533,524,813 99,952 (1,365,643) – – (1,415,852,016) P42,738,205,056 P35,453,284,587 233,896,476 35,687,181,063 5,223,428,641 (1,684,350) – – (1,287,127,404) P39,621,797,950 Parent Company Surplus (Notes 22 and 27) P26,601,279,907 372,227,845 26,973,507,752 5,184,485,986 (41,628,655) (1,297,874,280) (1,557,449,076) P29,261,041,727 P24,186,694,908 300,951,569 24,487,646,477 5,136,946,420 (55,257,629) (1,179,975,500) (1,415,852,016) P26,973,507,752 P21,522,829,639 235,625,575 21,758,455,214 5,140,598,998 (51,575,231) (1,072,705,100) (1,287,127,404) P24,487,646,477 Net Unrealized Gains/(Losses) on Available-forSale Financial Assets (Note 8) P1,344,965,592 – 1,344,965,592 (1,418,820,683) – – – (P73,855,091) P1,860,311,032 − 1,860,311,032 (515,345,440) – – – P1,344,965,592 P1,858,279,002 – 1,858,279,002 2,032,030 – – – P1,860,311,032 Remeasurement gain on defined benefit asset or liability P– 196,428,958 196,428,958 400,214,074 – – – P596,643,032 P– 38,474,734 38,474,734 157,954,224 – – – P196,428,958 P– − − 38,474,734 – – – P38,474,734 Cumulative Translation Adjustment (P65,510,615) – (65,510,615) 131,858,279 – – – P66,347,664 P25,337,144 − 25,337,144 (90,847,759) – – – (P65,510,615) (P62,273,717) – (62,273,717) 87,610,861 – – – P25,337,144 Total Equity P42,264,422,029 568,656,803 42,833,078,832 4,297,737,656 – – (1,557,449,076) P45,573,367,412 P39,220,797,100 339,426,303 39,560,223,403 4,688,707,445 – – (1,415,852,016) P42,833,078,832 P35,343,008,609 235,625,575 35,578,634,184 5,268,716,623 – – (1,287,127,404) P39,560,223,403 Annual Report 2013 75 STATEMENTS OF CASH FLOWS Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Trading and securities gain on available-for-sale financial assets (Note 20) Depreciation and amortization (Notes 10 and 11) Gain on sale of investment properties Gain on bargain purchase (Note 10) Provision for impairment and credit losses (Note 15) Unrealized market valuation loss (gain) on derivative assets and liabilities (Note 24) Gains on asset foreclosures and dacion transactions Changes in operating assets and liabilities: Decrease (increase) in the amounts of: Financial instruments at FVPL Loans and receivables Other assets Increase (decrease) in the amounts of: Deposit liabilities Manager’s checks Accrued interest and other expenses Other liabilities Net cash generated from (used in) operations Income taxes paid Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Additions to bank premises, furniture, fixtures and equipment (Note 11) Proceeds from disposal of bank premises, furniture, fixtures and equipment (Note 11) Proceeds from sale of investment properties Acquisition through business combination - net of cash acquired (Note 10) Additions to equity investments (Note 10) Purchases of: Held-to-maturity financial assets Available-for-sale financial assets Proceeds from sale/maturity of: Held-to-maturity financial assets Available-for-sale financial assets Net cash provided by investing activities (Forward) 76 Parent Company December 31 2011 (As restated Note 2) 2013 2012 (As restated Notes 2 and 10) P5,774,983,937 P5,425,298,315 P5,623,079,035 (2,006,391,602) (2,701,942,417) (1,649,670,999) (1,716,314,402) (2,572,816,115) (1,634,157,490) 752,886,033 (462,742,999) – 825,295,807 (291,424,782) (165,885,493) 716,104,851 (247,787,229) – 595,746,442 (467,216,863) – 620,913,478 (291,630,417) – 665,727,176 (228,756,708) – 414,335,872 236,756,182 155,097,500 278,540,863 200,181,569 155,097,500 (877,329,828) 202,790,964 (906,927,956) (877,329,828) 202,790,964 (906,927,956) (219,470,577) (50,538,556) (310,677,828) (191,126,297) (51,837,658) (304,776,902) 2,206,817,562 (31,031,274,375) 192,306,235 (9,499,445,508) (44,314,185,546) 72,384,299 4,401,756,875 (28,445,295,808) (1,558,417,329) 2,206,817,562 (25,818,525,642) 172,768,019 (9,499,445,508) (41,675,493,491) (140,730,057) 4,401,756,875 (27,579,649,432) (1,522,728,725) 82,290,962,810 58,683,683 54,863,508,126 314,150,719 3,092,103,848 146,541,782 76,757,744,130 (31,600,585) 51,101,255,066 290,148,203 986,349,779 141,502,533 (120,307,629) 288,882,095 163,071,186 (206,093,129) (527,061,348) (315,087,930) (111,216,744) 205,798,361 139,242,414 (266,807,347) (529,300,096) (362,167,682) 57,262,341,217 (495,207,289) 4,873,740,167 (397,890,351) (19,826,242,536) (518,041,465) 56,838,499,262 (477,121,886) 3,605,274,661 (370,560,842) (21,058,205,688) (497,381,297) 56,767,133,928 4,475,849,816 (20,344,284,001) 56,361,377,376 3,234,713,819 (21,555,586,985) (672,250,956) (705,749,909) (559,705,134) (675,277,043) 10,528,796 173,162,335 50,759,378 3,715,622 34,464,243 46,263,014 1,183,655,279 894,822,219 632,372,288 1,138,047,387 903,152,520 556,996,574 – 285,009,741 – – – – – – (3,750,000) – (401,365,643) (5,434,350) – (54,203,924,571) (919,066,409) (67,188,900,188) – (60,773,830,107) – (51,487,632,563) (919,066,409) (62,145,836,118) – (59,575,774,559) 542,686,584 51,992,306,306 (1,639,988,682) 1,214,677,836 73,472,915,046 7,260,369,624 5,588,815,569 67,828,091,113 12,616,708,332 542,736,566 49,266,834,500 (1,530,834,517) 1,131,497,835 68,186,241,260 6,229,382,554 5,588,815,569 67,091,191,720 13,026,780,925 (1,165,241,076) 2013 2012 (As restated Note 2) 2011 (As restated Note 2) P5,834,414,246 P5,549,503,560 P5,659,825,440 (994,536,029) Consolidated 2013 CASH FLOWS FROM FINANCING ACTIVITIES Payments of bills payable (P44,688,753,580) Availments of bills payable 49,461,140,132 Acquisitions of non-controlling interest (Note 10) (203,274) Payments of cash dividends (Note 22) (1,557,449,076) Payment of subscription payable – Net cash provided by (used in) financing activities 3,214,734,202 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 58,341,879,448 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR Cash and other cash items P6,160,371,861 Due from Bangko Sentral ng Pilipinas 40,659,682,959 Due from other banks 4,527,376,998 Securities purchased under resale agreements 446,000,000 51,793,431,818 CASH AND CASH EQUIVALENTS AT END OF YEAR Cash and other cash items 7,281,640,616 Due from Bangko Sentral ng Pilipinas 78,968,132,522 Due from other banks 23,885,538,128 Securities purchased under resale agreements – P110,135,311,266 2012 (As restated Notes 2 and 10) (P4,190,278,412) 6,075,613,038 Parent Company December 31 2011 (As restated Note 2) 2012 (As restated Note 2) 2011 (As restated Note 2) (P1,465,762,235) (P44,688,753,580) 48,992,420 49,461,140,132 (P4,190,278,412) 6,075,613,038 (P1,465,762,235) 48,992,420 – (1,415,852,016) (252,464,431) – (1,287,127,404) – 2013 (1,365,643) (1,415,852,016) – (1,684,350) (1,287,127,404) – (203,274) (1,557,449,076) – 468,116,967 (2,705,581,569) 3,214,734,202 217,018,179 (2,703,897,219) 12,204,336,407 (10,433,157,238) 58,045,277,061 9,681,114,552 (11,232,703,279) P6,050,366,433 30,122,324,047 2,745,404,931 P6,436,427,163 37,124,917,961 5,918,907,525 P5,996,785,687 37,597,455,540 4,289,620,222 P5,902,040,106 29,571,232,355 2,729,474,436 P6,362,296,658 37,053,152,975 5,970,000,543 671,000,000 39,589,095,411 542,000,000 50,022,252,649 − 47,883,861,449 – 38,202,746,897 50,000,000 49,435,450,176 6,160,371,861 40,659,682,959 4,527,376,998 6,050,366,433 30,122,324,047 2,745,404,931 7,035,251,105 75,678,312,048 23,215,575,357 5,996,785,687 37,597,455,540 4,289,620,222 5,902,040,106 29,571,232,355 2,729,474,436 671,000,000 – P39,589,095,411 P105,929,138,510 – P47,883,861,449 – P38,202,746,897 446,000,000 P51,793,431,818 OPERATING CASH FLOWS FROM INTEREST Consolidated 2013 Interest paid Interest received P4,314,899,682 14,016,511,091 2012 P4,923,244,739 13,087,624,009 December 31 2011 2013 P4,240,779,972 P4,007,533,566 12,611,580,103 13,283,813,369 Parent Company 2012 2011 P4,704,185,908 P4,129,661,850 12,679,491,185 12,596,074,030 See accompanying Notes to Financial Statements. Annual Report 2013 77 NOTES TO FINANCIAL STATEMENTS 1. CORPORATE INFORMATION China Banking Corporation (the Parent Company) is a publicly listed commercial bank incorporated in the Philippines. The Parent Company acquired its universal banking license in 1991. It provides expanded commercial banking products and services such as deposit products, loans and trade finance, domestic and foreign fund transfers, treasury products, trust products, foreign exchange, corporate finance and other investment banking services through a network of 295 and 283 local branches as of December 31, 2013 and 2012, respectively. The Parent Company has the following subsidiaries: Subsidiary Chinabank Insurance Brokers, Inc. (CIBI) CBC Properties and Computer Center, Inc. (CBC-PCCI) CBC Forex Corporation China Bank Savings, Inc. (CBSI) Unity Bank, A Rural Bank, Inc. (Unity Bank) Effective Percentages of Ownership 2012 2013 100.00% 100.00% 100.00% 100.00% Country of Incorporation Philippines Philippines Principal Activities Insurance brokerage Computer services 100.00% 95.25% 99.95% Philippines Philippines Philippines Foreign exchange Retail and consumer banking Rural banking 100.00% 95.24% 99.95% The Parent Company has no ultimate parent company. SM Investments Corporation, its significant investor, has effective ownership in the Parent Company of 19.54% and 20.63% as of December 31, 2013 and 2012. The Parent Company’s principal place of business is at 8745 Paseo de Roxas corner Villar Streets, Makati City. Merger of CBSI with Unity Bank The Board of Directors (BOD) of CBSI, in its meeting held last June 6, 2013, approved the proposed merger with Unity Bank. The terms of the Plan of Merger of CBSI with Unity Bank were approved by CBSI’s stockholders in their meeting held on July 18, 2013. On November 22, 2013, the Monetary Board (MB), in its Resolution No. 1949, approved the Plan of Merger and Articles of Merger of CBSI and Unity Bank subject to certain conditions. Acquisition of Planters Development Bank On September 18, 2013, the BOD of the Parent Company approved the Parent Company’s acquisition of at least 66.67% of the outstanding subscribed capital stock of Planters Development Bank (PDB). On the same date, the Parent Company, the PDB Shareholders, and PDB entered into a memorandum of agreement (MOA) wherein the PDB Shareholders agreed to sell their shares in PDB representing at least 66.67% of the total outstanding capital stock of PDB to the Parent Company at an estimated price of P15.54 per share. On December 4, 2013, the BOD of the Parent Company approved the amendments to the P2.00 Billion Local Currency Money Market Line sub-limit approved for PDB by the BOD on November 6, 2013. The amendments include the increase in the sublimit of the clean credit line from P1.00 billion to P1.30 billion and the option to convert availments from the clean credit line to equity, if warranted, subject to and at any time following the financial closing of the Share Purchase Agreement (SPA) to be executed pursuant to the MOA. As of December 31, 2013, outstanding availments of PDB from the clean credit line amounted to P500.0 million which is reported under ‘Due from other banks’. This availment matured on January 3, 2014. On December 18, 2013, the Parent Company and the selling PDB Shareholders executed the SPA for the acquisition of the latter’s 84.77% equity interest in PDB in exchange for cash consideration. The SPA includes closing conditions and activities to be fulfilled by both the Parent Company and the selling PDB Shareholders on or before the Closing Date defined under the SPA. These closing conditions and activities include (a) the execution of the deed of absolute sale of the shares of all the Sale Shares belonging to the PDB Shareholders in favor of the Parent Company; (b) settlement of the Closing Amount for the shares purchased; (c) resignation of the incumbent PDB BOD; (d) the approval of the BSP’s MB of the transfer of the Sale Shares from the PDB Shareholders to the Parent Company; (e) compliance of both Parent Company and PDB Shareholders with the agreed covenants, representations and warranties; and (f) filing and submission of the necessary documentary requirements. Also on December 18, 2013, the Parent Company obtained the MB’s approval-in-principle of the merger between PDB with either the Parent Company or CBSI within three years from December 13, 2013 (the date of MB approval), the first stage of which is the acquisition by the Parent Company of 84.77% of the outstanding subscribed capital stock of PDB. Such approval-in-principle is subject to submission of the necessary requirements. Further, the MB granted the Parent Company with certain incentives and reliefs as allowed under the Strengthening Program for Rural Bank (SPRB) Plus Framework but subject to compliance with regulatory requirements. On January 15, 2014, both the Parent Company and majority of the selling PDB Shareholders complied with most of the closing conditions pursuant to the SPA (see Note 35). The acquisition is considered a strategic move consistent with the Parent Company’s business plan, which calls for the most rapid geographical expansion and a faster expansion of its consumer and middle market/SME portfolio. 78 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying consolidated financial statements include the financial statements of the Parent Company and its subsidiaries (collectively referred to as “the Group”). The accompanying financial statements have been prepared on a historical cost basis except for financial assets at fair value through profit or loss (FVPL), available-for-sale (AFS) financial assets, and derivative financial instruments that have been measured at fair value. The financial statements are presented in Philippine peso, and all values are rounded to the nearest peso except when otherwise indicated. The financial statements provide comparative information in respect of the previous period. In addition, the Group presents an additional balance sheet at the beginning of the earliest period presented when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in financial statements. An additional balance sheet as at January 1, 2012 is presented in these financial statements due to retrospective application of certain accounting policies as discussed in the ‘Changes in Accounting Policies and Disclosures’ section of this note. The financial statements of the Parent Company reflect the accounts maintained in the Regular Banking Unit (RBU) and Foreign Currency Deposit Unit (FCDU). The financial statements of these units are combined after eliminating inter-unit accounts. Statement of Compliance The financial statements of the Group and the Parent Company have been prepared in compliance with Philippine Financial Reporting Standards (PFRS). Presentation of Financial Statements The Group and the Parent Company present its balance sheets in order of liquidity. An analysis regarding recovery of assets or settlement of liabilities within 12 months after the reporting date (current) and more than 12 months after the reporting date (noncurrent) is presented in Note 21. Financial assets and financial liabilities are offset and the net amount reported in the balance sheets only when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liability simultaneously. Income and expenses are not offset in the statement of income unless required or permitted by any accounting standard or interpretation, and as specifically disclosed in the accounting policies of the Group and the Parent Company. Basis of Consolidation and Investments in Subsidiaries The consolidated financial statements of the Group are prepared for the same reporting year as the Parent Company, using consistent accounting policies. All significant intra-group balances, transactions and income and expenses resulting from intra-group transactions are eliminated in full. Subsidiaries are consolidated from the date on which control is transferred to the Parent Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: • • • power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: • • • the contractual arrangement with the other vote holders of the investee rights arising from other contractual arrangements the Group’s voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of the subsidiary to bring its accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Annual Report 2013 79 NOTES TO FINANCIAL STATEMENTS A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: • • • • • • • Derecognizes the assets (including goodwill) and liabilities of the subsidiary Derecognizes the carrying amount of any non-controlling interest Derecognizes the related OCI recorded in equity and recycle the same to profit or loss or surplus Recognizes the fair value of the consideration received Recognizes the fair value of any investment retained Recognizes the remaining difference in profit or loss Reclassifies the parent’s share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate, as would be recognized if the Group had directly disposed of the related assets or liabilities Non-Controlling Interest Non-controlling interest represents the portion of profit or loss and net assets not owned, directly or indirectly, by the Parent Company. Non-controlling interest is presented separately in the consolidated statement of income, consolidated statement of comprehensive income, and within equity in the consolidated balance sheet, separately from parent shareholders’ equity. Any losses applicable to the non-controlling interest are allocated against the interests of the non-controlling interest even if this results in the non-controlling interest having a deficit balance. Changes in Accounting Policies and Disclosures The accounting policies adopted are consistent with those of the previous financial year except for the following new, amendments and improvements to PFRS which became effective as of January 1, 2013. Except as otherwise indicated, these changes in the accounting policies did not have any significant impact on the financial position or performance of the Group: New and Amended Standards and Interpretations • PFRS 11, Joint Arrangements • Philippine Accounting Standard (PAS) 27, Separate Financial Statements (as revised in 2011) • PAS 28, Investments in Associates and Joint Ventures (as revised in 2011) Improvements to PFRSs (2009-2011 cycle) • PFRS 1, First-time Adoption of PFRS - Borrowing Costs • PAS 1, Presentation of Financial Statements - Clarification of the requirements for comparative information • PAS 16, Property, Plant and Equipment - Classification of servicing equipment • PAS 32, Financial Instruments: Presentation - Tax effect of distribution to holders of equity instruments • PAS 34, Interim Financial Reporting - Interim financial reporting and segment information for total assets and liabilities Standards that have been adopted and are deemed to have an impact on the financial statements or performance of the Group are described below: PFRS 7, Financial instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities These amendments require an entity to disclose information about rights of set-off and related arrangements (such as collateral agreements). The new disclosures are required for all recognized financial instruments that are set off in accordance with PAS 32. These disclosures also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or ‘similar agreement’, irrespective of whether they are set-off in accordance with PAS 32. The amendments require entities to disclose, in a tabular format, unless another format is more appropriate, the following minimum quantitative information. This is presented separately for financial assets and financial liabilities recognized at the end of the reporting period: a) The gross amounts of those recognized financial assets and recognized financial liabilities; b) The amounts that are set off in accordance with the criteria in PAS 32 when determining the net amounts presented in the balance sheet; c) The net amounts presented in the balance sheet; d) The amounts subject to an enforceable master netting arrangement or similar agreement that are not otherwise included in (b) above, including: i. Amounts related to recognized financial instruments that do not meet some or all of the offsetting criteria in PAS 32; and ii. Amounts related to financial collateral (including cash collateral); and e) The net amount after deducting the amounts in (d) from the amounts in (c) above. The amendments affect disclosures only and have no impact on the Group’s financial position or performance. The additional disclosures required by the amendments are presented in Note 34 to the financial statements. PFRS 10, Consolidated Financial Statements The Group adopted PFRS 10 in the current year. PFRS 10 replaced the portion of PAS 27, Consolidated and Separate Financial Statements, that addressed the accounting for consolidated financial statements. It also included the issues raised in Standing Interpretations Committee (SIC) 12, Consolidation - Special Purpose Entities. PFRS 10 established a single control model that applied to all entities including special purpose entities. The changes introduced by PFRS 10 require management to exercise significant judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements that were in PAS 27. Refer to Note 3 for the significant judgment made by management in identifying entities for consolidation. The Parent Company assessed that it remains to control all of its subsidiaries under the control principle of PFRS 10. 80 PFRS 12, Disclosure of Interests in Other Entities PFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. The requirements in PFRS 12 are more comprehensive than the previously existing disclosure requirements for subsidiaries (for example, where a subsidiary is controlled with less than a majority of voting rights). None of the majority owned subsidiaries are held by non-controlling interests that are considered material to the Group and which will require additional disclosures by PFRS 12. Refer to Note 10 for the disclosure on the Parent Company’s equity investments. PFRS 13, Fair Value Measurement PFRS 13 establishes a single source of guidance under PFRSs for all fair value measurements. PFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under PFRS. PFRS 13 defines fair value as an exit price. PFRS 13 also requires additional disclosures. As a result of the guidance in PFRS 13, the Group re-assessed its policies for measuring fair values, in particular, its valuation inputs such as non-performance risk for fair value measurement of liabilities. The Group has assessed that the application of PFRS 13 has not materially impacted the fair value measurements of the Group. Additional disclosures, where required, are provided in the individual notes relating to the assets and liabilities whose fair values were determined. Fair value hierarchy is provided in Note 5. PAS 1, Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income or OCI (Amendments) The Group applied the amendments to PAS 1 which introduced groupings of items in OCI as follows: • • items that can be reclassified (or “recycled”) to profit or loss at a future point in time (for example, upon derecognition or settlement). These include ‘Cumulative Translation Adjustment’ or ‘Net Unrealized Gains (Losses) on Available-for-Sale Financial Assets’; or items that will never be recycled to profit or loss. These include ‘Remeasurement gain on defined benefit asset or liability’. The amendments affect presentation only and have no impact on the Group’s financial position or performance. PAS 19, Employee Benefits (Revised) Amendments to PAS 19 range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and rewording. The revised standard also requires new disclosures such as, among others, a sensitivity analysis for each significant actuarial assumption, information on asset-liability matching strategies, duration of the defined benefit obligation, and disaggregation of plan assets by nature and risk. The adoption of the revised standard, which required retrospective application, resulted in the restatement of previously reported retirement plan of the Group. The adjustment amounts were determined by the Group with an assistance of an external actuary. The Group closed to ‘Surplus’ the net effect of all transition adjustments as at January 1, 2011 (the transition date) upon retrospective application of PAS 19 (Revised). The Group will retain the remeasurements recognized in OCI and will not transfer these to other items in equity. The effects of adoption of PAS 19 (Revised) are detailed below: Increase (decrease) in: Balance sheet Other asset Deferred tax asset Other liabilities OCI Surplus Non-controlling interest 31 December 2013 P1,229,779,265 (202,977,895) 46,535,741 604,715,114 375,344,714 205,801 Consolidated 31 December 2012 1 January 2012 P652,840,642 (84,815,603) 17,314,333 177,480,174 373,606,157 (375,625) Consolidated 2013 P355,915,475 (16,176,339) 7,265,882 31,808,630 300,720,061 (55,437) 2012 Statement of income Compensation and fringe benefits (P2,538,982) (P72,909,474) Statement of comprehensive income Remeasurement gain of defined benefit obligation Income tax effects 601,645,956 (173,440,767) 213,967,242 (68,639,264) Other comprehensive income for the year, net of tax Total comprehensive income for the year Attributable to: Equity holders of the parent Non-controlling interests 428,205,189 P430,744,171 145,327,978 P218,237,452 P430,574,347 169,824 P218,557,640 (320,188) Annual Report 2013 81 NOTES TO FINANCIAL STATEMENTS Increase (decrease) in: Balance sheet Other asset Deferred tax asset OCI Surplus Statement of income Compensation and fringe benefits Statement of comprehensive income Remeasurement gain of defined benefit obligation Income tax effects OCI for the year, net of tax Total comprehensive income for the year 31 December 2013 Parent Company 31 December 2012 1 January 2012 P1,224,575,034 (255,704,157) 596,643,032 372,227,845 P652,840,642 (84,183,839) 196,428,958 372,227,845 P355,915,475 (16,489,172) 38,474,734 300,951,569 Parent Company 2013 P− 571,734,392 (171,520,318) 400,214,074 P400,214,074 2012 (P71,276,276) 225,648,891 (67,694,667) 157,954,224 P229,230,500 Significant Accounting Policies Foreign Currency Translation The consolidated financial statements are presented in Philippine peso, which is the Parent Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of the Parent Company’s subsidiaries is the Philippine peso. Transactions and balances The books of accounts of the RBU are maintained in Philippine peso, the RBU’s functional currency, while those of the FCDU are maintained in United States (US) dollars (USD), the FCDU’s functional currency. For financial reporting purposes, the foreign currencydenominated monetary assets and liabilities in the RBU are translated in Philippine peso based on the Philippine Dealing System (PDS) closing rate prevailing at end of the year, and foreign currency-denominated income and expenses, at the PDS weighted average rate (PDSWAR) for the year. Foreign exchange differences arising from restatements of foreign currency-denominated assets and liabilities are credited to or charged against operations in the period in which the rates change. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. FCDU As at the reporting date, the assets and liabilities of the FCDU are translated into the Parent Company’s presentation currency (the Philippine Peso) at the PDS closing rate prevailing at the balance sheet date, and its income and expenses are translated at the PDSWAR for the year. Exchange differences arising on translation are taken directly to the statement of comprehensive income under ‘Cumulative translation adjustment’. Fair Value Measurement The Group measures financial instruments such as financial assets at FVPL and AFS investments at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortized cost are disclosed in Note 5. 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 by 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. A fair value measurement of a non-financial asset takes into account a 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. 82 All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • • • Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable 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. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash and other cash items, due from Bangko Sentral ng Pilipinas (BSP) and other banks, and securities purchased under resale agreements (SPURA) which have original maturities of three months or less from dates of placements and that are subject to insignificant risk of changes in value. SPURA The Group enters into short-term purchases of securities under resale agreements of identical securities with the BSP. Resale agreements are contracts under which a party purchases securities and resells such securities to the same selling party at a specified future date at a fixed price. The amounts advanced under resale agreements are carried as ‘Cash and cash equivalents’ in the balance sheet. SPURA are carried at cost. Interest earned on resale agreements is reported as ‘Interest income’ in the statement of income. Financial Instruments - Initial Recognition and Subsequent Measurement Date of recognition Purchases or sales of financial assets, except for derivatives, that require delivery of assets within the time frame established by regulation or convention in the marketplace are recognized on the settlement date. Settlement date accounting refers to (a) the recognition of an asset on the day it is received by the Group, and (b) the derecognition of an asset and recognition of any gain or loss on disposal on the day that such asset is delivered by the Group. Any change in fair value of unrecognized financial asset is recognized in the statement of income for assets classified as financial assets at FVPL, and in equity for assets classified as AFS investments. Derivatives are recognized on a trade date basis. Deposits, amounts due to banks and customers and loans are recognized when cash is received by the Group or advanced to the borrowers. Initial recognition of financial instruments All financial instruments are initially recognized at fair value. Except for financial assets and financial liabilities at FVPL, the initial measurement of financial instruments includes transaction costs. The Group classifies its financial assets in the following categories: financial assets at FVPL, held-to-maturity (HTM) financial assets, AFS financial assets, and loans and receivables while financial liabilities are classified as financial liabilities at FVPL and financial liabilities carried at amortized cost. The classification depends on the purpose for which the investments were acquired and whether they are quoted in an active market. Management determines the classification of its investments at initial recognition and, where allowed and appropriate, re-evaluates such designation at every reporting date. Financial assets and financial liabilities at FVPL Financial assets and financial liabilities at FVPL include financial assets and liabilities held for trading purposes, financial assets and financial liabilities designated upon initial recognition as at FVPL, and derivative instruments. Financial instruments held for trading Financial instruments held for trading (HFT) include government debt securities and quoted equity securities purchased and held principally with the intention of selling them in the near term. These securities are carried at fair value; realized and unrealized gains and losses on these instruments are recognized as ‘Trading and securities gain - net’ in the statement of income. Interest earned or incurred on financial instruments held for trading is reported under ‘Interest income’ (for financial assets) and ‘Interest expense’ (for financial liabilities). Financial instruments designated at FVPL Financial assets and financial liabilities are designated as at FVPL by management on initial recognition when any of the following criteria is met: • • • the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them on a different basis; or the assets and liabilities are part of a group of financial assets, financial liabilities or both which are managed and their performance evaluated on a fair value basis, in accordance with a documented risk management or investment strategy; or the financial instrument contains an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded. Annual Report 2013 83 NOTES TO FINANCIAL STATEMENTS Financial assets and financial liabilities at FVPL are recorded in the balance sheet at fair value. Changes in fair value are recognized in ‘Trading and securities gain - net’ in the statement of income. Interest earned or incurred is recorded in ‘Interest income’ or ‘Interest expense’, respectively, while dividend income is recorded in ‘Miscellaneous income’ when the right to receive payment has been established. Derivatives recorded at FVPL The Parent Company is a party to derivative instruments, particularly, forward exchange contracts, interest rate swaps (IRS) and warrants. These contracts are entered into as a service to customers and as a means of reducing and managing the Parent Company’s foreign exchange risk, and interest rate risk as well as for trading purposes, but are not designated as hedges. Such derivative financial instruments are stated at fair value through profit or loss. Any gains or losses arising from changes in fair value of derivative instruments that do not qualify for hedge accounting are taken directly to the statement of income under ‘ Foreign exchange gain - net’ for forward exchange contracts and ‘Trading and securities gain-net’ for IRS, warrants and embedded credit derivatives. Embedded derivatives that are bifurcated from the host financial and non-financial contracts are also accounted for at FVPL. An embedded derivative is separated from the host contract and accounted for as a derivative if all of the following conditions are met: a) the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristic of the host contract; b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and c) the hybrid or combined instrument is not recognized at fair value through profit or loss. The Group assesses whether embedded derivatives are required to be separated from the host contracts when the Group first becomes a party to the contract. Reassessment of embedded derivatives is only done when there are changes in the contract that significantly modifies the contractual cash flows that would otherwise be required. Held-to-maturity financial assets HTM financial assets are quoted non-derivative financial assets with fixed or determinable payments and fixed maturities for which the Group’s management has the positive intention and ability to hold to maturity. Where the Group would sell other than an insignificant amount of HTM financial assets, the entire category would be tainted and reclassified as AFS financial assets. After initial measurement, these investments are subsequently measured at amortized cost using the effective interest method, less any impairment in value. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees that are an integral part of the effective interest rate (EIR). The amortization is included in ‘Interest income’ in the statement of income. Gains and losses are recognized in income when the HTM financial assets are derecognized and impaired, as well as through the amortization process. The losses arising from impairment of such investments are recognized in the statement of income under ‘Provision for impairment and credit losses’. The effects of translation of foreign currency-denominated HTM financial assets are recognized in the statement of income. Loans and receivable This accounting policy relates to the balance sheet captions ‘Due from BSP’, ‘Due from other banks’, ‘SPURA’, ‘Loans and receivables’, and ‘Accrued interest receivable’. It also applies to accounts receivable and other financial instruments shown under ‘Other assets’. These are financial assets with fixed or determinable payments that are not quoted in an active market, other than: • • • those that the Group intends to sell immediately or in the near term and those that the Group, upon initial recognition, designates as FVPL; those that the Group, upon initial recognition, designates as AFS; and those for which the Group may not cover substantially all of its initial investment, other than because of credit deterioration. After initial measurement, these are subsequently measured at amortized cost using the effective interest method, less allowance for impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees and costs that are an integral part of the EIR. The amortization is included under ‘Interest income’ in the statement of income. The losses arising from impairment are recognized under ‘Provision for impairment and credit losses’ in the statement of income. Available-for-sale financial assets AFS financial assets are those which are designated as such or do not qualify to be classified as financial assets at FVPL, HTM financial assets, or loans and receivables. They are purchased and held indefinitely, and may be sold in response to liquidity requirements or changes in market conditions. They include equity investments, money market papers and other debt instruments. After initial measurement, AFS financial assets are subsequently measured at fair value. The effective yield component of AFS debt securities, as well as the impact of translation of foreign currency-denominated AFS debt securities, is reported in the statement of income. The unrealized gains and losses arising from the fair valuation of AFS financial assets are excluded, net of tax, from reported earnings and are reported as ‘Net unrealized gain (loss) on AFS financial assets’ under OCI. When the security is disposed of, the cumulative gain or loss previously recognized in OCI is recognized as ‘Trading and securities gain - net’ in the statement of income. Interest earned on holding AFS debt securities are reported as ‘Interest income’ using the EIR. Dividends earned on holding AFS equity instruments are recognized in the statement of income as ‘Miscellaneous income’ when the right to the payment has been established. The losses arising from impairment of such investments are recognized as ‘Provision for impairment and credit losses’ in the statement of income. 84 Other financial liabilities These are issued financial instruments or their components which are not designated as at FVPL and where the substance of the contractual arrangement results in the Group having an obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of its own equity shares. The components of issued financial instruments that contain both liability and equity elements are accounted for separately, with the equity component being assigned the residual amount after deducting from the instrument as a whole the amount separately determined as the fair value of the liability component on the date of issue. After initial measurement, other financial liabilities not qualified and not designated as at FVPL are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the EIR. This accounting policy relates to the balance sheet captions ‘Deposit liabilities’, ‘Bills payable’, ‘Manager’s checks’, and financial liabilities presented under ‘Accrued interest and other expenses’ and ‘Other liabilities’. Reclassification of Financial Assets The Group may reclassify, in certain circumstances, non-derivative financial assets out of the HFT investments category and into the AFS investments, Loans and Receivables or HTM investments categories. The Group may also reclassify, in certain circumstances, financial instruments out of the AFS investment to Loans and Receivables category. Reclassifications are recorded at fair value at the date of reclassification, which becomes the new amortized cost. The Group may reclassify a non-derivative trading asset out of HFT investments and into the Loans and Receivable category if it meets the definition of loans and receivables, the Group has the intention and ability to hold the financial assets for the foreseeable future or until maturity and only in rare circumstances. If a financial asset is reclassified, and if the Group subsequently increases its estimates of future cash receipts as a result of increased recoverability of those cash receipts, the effect of that increase is recognized as an adjustment to the EIR from the date of the change in estimate. For a financial asset reclassified out of the AFS investments category, any previous gain or loss on that asset that has been recognized in OCI is amortized to profit or loss over the remaining life of the investment using the effective interest method. Any difference between the new amortized cost and the expected cash flows is also amortized over the remaining life of the asset using the effective interest method. If the asset is subsequently determined to be impaired then the amount recorded in OCI is recycled to the statement of income. Reclassification is at the election of management, and is determined on an instrument by instrument basis. The Group does not reclassify any financial instrument into the FVPL category after initial recognition. An analysis of reclassified financial assets is disclosed in Note 8. Derecognition of Financial Assets and Liabilities Financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of financial assets) is derecognized when: • • • the rights to receive cash flows from the asset have expired; or the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; or the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained the risks and rewards of the asset but has transferred control of the asset. Where the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Financial liabilities A financial liability is derecognized when the obligation under the liability is discharged, cancelled or has expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the statement of income. Repurchase and Reverse Repurchase Agreements Securities sold under agreements to repurchase at a specified future date (‘repos’) are not derecognized from the balance sheet. The corresponding cash received, including accrued interest, is recognized in the balance sheet as a loan to the Group, reflecting the economic substance of such transaction. Conversely, securities purchased under agreements to resell at a specified future date (‘reverse repos’) are not recognized in the balance sheet. The corresponding cash paid, including accrued interest, is recognized in the balance sheet as SPURA, and is considered a loan to the counterparty. Annual Report 2013 85 NOTES TO FINANCIAL STATEMENTS The difference between the purchase price and resale price is treated as interest income and is accrued over the life of the agreement using the effective interest method. Impairment of Financial Assets The Group assesses at each balance sheet date 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 deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the borrower or a group of borrowers is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Financial assets carried at amortized cost For financial assets carried at amortized cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If there is objective evidence that an impairment loss has been incurred, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows (excluding future credit losses that have not been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original EIR. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current EIR, adjusted for the original credit risk premium. The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. The carrying amount of the asset is reduced through use of an allowance account and the amount of loss is charged to the statement of income. Interest income continues to be recognized based on the original EIR of the asset. The financial assets, together with the associated allowance accounts, are written off when there is no realistic prospect of future recovery and all collateral has been realized. If the Group determines that no objective evidence of impairment exists for 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 for impairment. Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment for impairment. For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis of such credit risk characteristics as industry, collateral type and past-due status. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. Estimates of changes in future cash flows reflect, and are directionally consistent with changes in related observable data from period to period (such as changes in unemployment rates, property prices, commodity prices, payment status, or other factors that are indicative of incurred losses in the Group and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Group to reduce any differences between loss estimates and actual loss experience. If, in a subsequent year, the amount of the estimated impairment loss decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is reduced by adjusting the allowance account. If a future write-off is later recovered, any amounts formerly charged are credited to ‘Provision for impairment and credit losses’. Financial assets carried at cost If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument has been incurred, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Available-for-sale financial assets For AFS financial assets, the Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity investments classified as AFS financial assets, this would include a significant or prolonged decline in the fair value of the investments below its cost. Where there is evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in the statement of income - is removed from OCI and recognized in the statement of income. Impairment losses on equity investments are not reversed through the statement of income. Increases in fair value after impairment are recognized directly in OCI. 86 In the case of debt instruments classified as AFS financial assets, impairment is assessed based on the same criteria as financial assets carried at amortized cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss. Future interest income is based on the reduced carrying amount and is accrued based on the rate of interest used to discount future cash flows for the purpose of measuring impairment loss. Such accrual is recorded as part of ‘Interest income’ in the statement of income. If, in subsequent year, the fair value of a debt instrument increased and the increase can be objectively related to an event occurring after the impairment loss was recognized in the statement of income, the impairment loss is reversed through the statement of income. Restructured loans Where possible, the Group seeks to restructure loans rather than to take possession of collateral. This may involve extending the payment arrangements and the agreement of new loan conditions. Once the terms have been renegotiated, the loan is no longer considered past due. Management continuously reviews restructured loans to ensure that all criteria are met and that future payments are likely to occur. The loans continue to be subject to an individual or collective impairment assessment, calculated using the loan’s original EIR. The difference between the recorded value of the original loan and the present value of the restructured cash flows, discounted at the original EIR, is recognized in ‘Provision for impairment and credit losses’ in the statement of income. Investment in Subsidiaries In the separate or parent company financial statements, investment in a subsidiary is carried at cost, less accumulated impairment in value. Dividends earned on this investment is recognized in the Parent Company’s statement of income as declared by the respective BOD of the investee. Investment in Associates Associates pertain to all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20.00% and 50.00% of the voting rights. In the consolidated financial statements, investments in associates are accounted for under the equity method of accounting. Under the equity method, an investment in an associate is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of the net assets of the associate. Goodwill relating to an associate is included in the carrying value of the investments and is not amortized. The statement of income reflects the share of the results of operations of the associate. Where there has been a change recognized directly in the equity of the associate, the Group recognizes its share of any changes and discloses this, when applicable, in the statement of changes in equity. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Profits or losses resulting from transactions between the Group and an associate are eliminated to the extent of the interest in the associate. The financial statements of the associate are prepared for the same reporting period as the Parent Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. In the separate or parent company financial statements, investments in associates are carried at cost, less accumulated impairment in value. Dividends earned on these investments are recognized in the Parent Company’s statement of income as declared by the respective BOD of the investees. Upon loss of significant influence over the associate, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss. Business Combinations and Goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are charged to profit or loss. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognized in accordance with PAS 39, Financial Instruments: Recognition and Measurement, either in profit or loss or as a charge to OCI. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity. Annual Report 2013 87 NOTES TO FINANCIAL STATEMENTS Goodwill is initially measured at cost being the excess of the aggregate of fair value of the consideration transferred and the amount recognized for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually. For the purpose of impairment testing, goodwill acquired in a business combination is, from the date of acquisition, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or group of units. Each unit or group of units to which the goodwill is allocated: • • represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and is not larger than an operating segment identified for segment reporting purposes. Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. Bank Premises, Furniture, Fixtures and Equipment Land is stated at cost less any impairment in value while depreciable properties including buildings, leasehold improvements, and furniture, fixtures and equipment are stated at cost less accumulated depreciation and amortization, and any impairment in value. Such cost includes the cost of replacing part of the bank premises, furniture, fixtures and equipment when that cost is incurred and if the recognition criteria are met, but excluding repairs and maintenance costs. Depreciation and amortization is calculated on the straight-line method over the estimated useful life (EUL) of the depreciable assets as follows: Buildings Furniture, fixtures and equipment Leasehold improvements EUL 50 years 3 to 5 years Shorter of 6 years or the related lease terms The depreciation and amortization method and useful life are reviewed periodically to ensure that the method and period of depreciation and amortization are consistent with the expected pattern of economic benefits from items of bank premises, furniture, fixtures and equipment and leasehold improvements. An item of bank premises, furniture, fixtures and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. 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 asset) is included in the statement of income in the year the asset is derecognized. Investment Properties Investment properties include real properties acquired in settlement of loans and receivables which are measured initially at cost including certain transaction costs. Investment properties acquired through a nonmonetary asset exchange is measured initially at fair value unless (a) the exchange lacks commercial substance or (b) the fair value of neither the asset received nor the asset given up is reliably measurable. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any accumulated impairment in value. Expenditures incurred after the investment properties have been put into operation, such as repairs and maintenance costs, are normally charged to income in the period in which the costs are incurred. Depreciation is calculated on a straight-line basis using the EUL of the building and improvement components of investment properties which ranged from 10 to 20 years from the time of acquisition of the investment properties. Investment properties are derecognized when they have either been disposed of or when the investment properties are permanently withdrawn from use and no future benefit is expected from their disposal. Any gain or loss on the derecognition of an investment property is recognized as ‘Gain on sale of investment properties’ in the statement of income in the year of derecognition. Transfers are made to investment properties when, and only when, there is a change in use evidenced by ending of owner occupation, commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment properties when, and only when, there is a change in use evidenced by commencement of owner occupation or commencement of development with a view to sale. Intangible Assets Intangible assets include branch licenses resulting from the Parent Company’s acquisition of CBSI and Unity Bank (see Notes 10 and 13). 88 The branch licenses are initially measured at fair value as of the date of acquisition and are deemed to have an indefinite useful life as there is no foreseeable limit to the period over which they are expected to generate net cash inflows for the Group. Such intangible assets are not amortized, instead they are tested for impairment annually either individually or at the cash generating unit (CGU) level. Impairment is determined by assessing the recoverable amount of each cash-generating unit (or group of cashgenerating units) to which the intangible asset relates. Recoverable amount is the higher of the cash-generating unit’s fair value less costs to sell and its value in use. Where the recoverable amount of the cash-generating units is less than its carrying amount, an impairment loss is recognized. Gains and losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in earnings when the asset is derecognized. Impairment of Nonfinancial Assets At each reporting date, the Group assesses whether there is any indication that its nonfinancial assets (e.g., investment in associates, investment properties, bank premises, furniture, fixtures and equipment and intangible assets) may be impaired. When an indicator of impairment exists or when an annual impairment testing for an asset is required, the Group makes a formal estimate of recoverable amount. Recoverable amount is the higher of an asset’s (or cash-generating unit’s) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is assessed as part of the CGU to which it belongs. Where the carrying amount of an asset (or CGU) exceeds its recoverable amount, the asset (or CGU) is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or CGU). An impairment loss is charged to operations in the year in which it arises. For nonfinancial assets, excluding goodwill and branch licenses, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed, except for goodwill, only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of income. After such a reversal, the depreciation expense is adjusted in future years to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining life. Leases The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: (a) (b) (c) (d) There is a change in contractual terms, other than a renewal or extension of the arrangement; A renewal option is exercised or extension granted, unless that term of the renewal or extension was initially included in the lease term; There is a change in the determination of whether fulfillment is dependent on a specified asset; or There is a substantial change to the asset. Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) above, and at the date of renewal or extension period for scenario (b). Group as lessee Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the statement of income on a straight-line basis over the lease term. Group as lessor Leases where the Group does not transfer substantially all the risks and benefits of ownership of the assets are classified as operating leases. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as the rental income. Contingent rents are recognized as revenue in the period in which they are earned. Non-current Assets Held for Sale Non-current assets held for sale include repossessed vehicles acquired in settlement of loans and receivable. The Group classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell (FVCTS). Annual Report 2013 89 NOTES TO FINANCIAL STATEMENTS The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. After initial measurement, non-current assets held for sale are tested for impairment quarterly. Any impairment loss shall be recognized for any subsequent write-down of the asset to its FVCTS. Gain for any subsequent increase in FVCTS of the asset shall be recognized, but not in excess of the cumulative impairment loss that has been recognized had it not been impaired in prior reporting periods. Capital Stock Capital stocks are recorded at par. Proceeds in excess of par value are recognized under equity as ‘Capital paid in excess of par value’ in the balance sheets. Incremental costs incurred which is directly attributable to the issuance of new shares are shown in equity as a deduction from proceeds, net of tax. Surplus Surplus represents the net accumulated profit of the Parent Company less cumulative dividends declared. Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must also be met before revenue is recognized: Interest income For all financial instruments measured at amortized cost and interest-bearing financial instruments classified as FVPL and AFS financial assets, interest income is recorded at the EIR, which is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or financial liability. The calculation takes into account all contractual terms of the financial instrument (for example, prepayment options), includes any fees or incremental costs that are directly attributable to the instrument and are an integral part of the EIR, as applicable, but not future credit losses. The adjusted carrying amount is calculated based on the original EIR. The change in carrying amount is recorded as ‘Interest income’. Once the recorded value of a financial asset or group of similar financial assets has been reduced due to an impairment loss, interest income continues to be recognized using the original EIR applied to the new carrying amount. Loan fees and service charges Loan commitment fees are recognized as earned over the terms of the credit lines granted to each borrower. Loan syndication fees are recognized upon completion of all syndication activities and where the Group does not have further obligations to perform under the syndication agreement. Service charges and penalties are recognized only upon collection or accrued where there is a reasonable degree of certainty as to their collectability. Dividend income Dividend income is recognized when the Group’s right to receive payment is established. Trading and securities gain This represents results arising from trading activities including all gains and losses from changes in fair value of financial assets held for trading and designated at FVPL. It also includes gains and losses realized from sale of AFS financial assets. Other income Income from sale of service is recognized upon rendition of the service. Income from sale of properties is recognized upon completion of the earning process and when the collectability of the sales price is reasonably assured. Rental income Rental income arising on leased properties is accounted for on a straight-line basis over the lease terms on ongoing leases and is recorded in the statement of income under ‘Miscellaneous income’. Expense Recognition Expense is recognized when it is probable that a decrease in future economic benefit related to a decrease in an asset or an increase in liability has occurred and the decrease in economic benefits can be measured reliably. Revenues and expenses that relate to the same transaction or other event are recognized simultaneously. Interest Expense Interest expense for all interest-bearing financial liabilities are recognized in ‘Interest expense’ in the statement of income using the EIR of the financial liabilities to which they relate. 90 Other Expenses Expenses encompass losses as well as those expenses that arise in the ordinary course of business of the Group. Expenses are recognized when incurred. Retirement Benefits Defined benefit plan The net defined benefit liability or asset is the aggregate of the present value of the defined benefit obligation at the end of the reporting period reduced by the fair value of plan assets and adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The defined benefit obligation is calculated annually by an independent actuary. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates on government bonds that have terms to maturity approximating the terms of the related retirement liability. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. The cost of providing benefits under the defined benefit plans is actuarially determined using the projected unit credit method. Defined benefit costs comprise the following: (a) service cost; (b) net interest on the net defined benefit liability or asset; and (c) remeasurements of net defined benefit liability or asset. Service costs which include current service costs, past service costs and gains or losses on non-routine settlements are recognized as expense in profit or loss. Past service costs are recognized when plan amendment or curtailment occurs. Net interest on the net defined benefit liability or asset is the change during the period in the net defined benefit liability or asset that arises from the passage of time which is determined by applying the discount rate based on high quality corporate bonds to the net defined benefit liability or asset. Net interest on the net defined benefit liability or asset is recognized as expense or income in profit or loss. Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized immediately in OCI in the period in which they arise. Remeasurements are not reclassified to profit or loss in subsequent periods. Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the creditors of the Parent Company, nor can they be paid directly to the Parent Company. The fair value of plan assets is based on market price information. When no market price is available, the fair value of plan assets is estimated by discounting expected future cash flows using a discount rate that reflects both the risk associated with the plan assets and the maturity or expected disposal date of those assets (or, if they have no maturity, the expected period until the settlement of the related obligations). The Parent Company’s right to be reimbursed of some or all of the expenditure required to settle a defined benefit obligation is recognized as a separate asset at fair value when and only when reimbursement is virtually certain. If the fair value of the plan assets is higher than the present value of the defined benefit obligation, the measurement of the resulting defined benefit asset is limited to the present value of economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. Employee leave entitlement Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled after the end of the annual reporting period is recognized for services rendered by employees up to the end of the reporting period. Provisions and Contingencies Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income, net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an interest expense. Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized but are disclosed in the financial statements when an inflow of economic benefits is probable. Income Taxes Current Tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted as of the balance sheet date. Annual Report 2013 91 NOTES TO FINANCIAL STATEMENTS Deferred Tax Deferred tax is provided, using the balance sheet liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits from the excess of minimum corporate income tax (MCIT) over the regular corporate income tax (RCIT), and unused net operating loss carryover (NOLCO), to the extent that it is probable that sufficient taxable profit will be available against which the deductible temporary differences and carry forward of unused tax credits from MCIT and unused NOLCO can be utilized. Deferred tax, however, is not recognized on temporary differences that arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting income nor taxable income. Deferred tax liabilities are not provided on non-taxable temporary differences associated with investments in domestic subsidiaries and associates. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are applicable to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Current tax and deferred tax relating to items recognized directly in equity is also recognized in equity and not in the statement of income. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and deferred taxes relate to the same taxable entity and the same taxation authority. Earnings per Share Basic earnings per share (EPS) is computed by dividing net income for the year by the weighted average number of common shares outstanding during the year after giving retroactive effect to stock splits, stock dividends declared and stock rights exercised during the year, if any. The Parent Company has no outstanding dilutive potential common shares. Dividends on Common Shares Dividends on common shares are recognized as a liability and deducted from equity when approved by the respective shareholders of the Parent Company and its subsidiaries. Dividends declared during the year that are approved after the balance sheet date are dealt with as an event after the balance sheet date. Segment Reporting The Group’s operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Financial information on business segments is presented in Note 30. The Group’s revenue producing assets are located in the Philippines (i.e., one geographical location). Therefore, geographical segment information is no longer presented. Fiduciary Activities Assets and income arising from fiduciary activities together with related undertakings to return such assets to customers are excluded from the financial statements where the Parent Company acts in a fiduciary capacity such as nominee, trustee or agent. Events after the Reporting Period Post-year-end events that provide additional information about the Group’s position at the balance sheet date (adjusting event) are reflected in the financial statements. Post-year-end events that are not adjusting events, if any, are disclosed when material to the financial statements. Future Changes in Accounting Policies The Group will adopt the Standards and Interpretations enumerated below when these become effective. Except as otherwise indicated, the Group does not expect the adoption of these new and amended PFRS and Philippine Interpretations to have significant impact on its financial statements. Effective 2014 Investment Entities (Amendments to PFRS 10, PFRS 12 and PAS 27) These amendments are effective for annual periods beginning on or after January 1, 2014. They provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under PFRS 10. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. It is not expected that this amendment would be relevant to the Group since none of the entities in the Group would qualify to be an investment entity under PFRS 10. 92 PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities (Amendments) The amendments clarify the meaning of “currently has a legally enforceable right to set-off” and also clarify the application of the PAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments affect presentation only and have no impact on the Group’s financial position or performance. The amendments to PAS 32 are to be retrospectively applied for annual periods beginning on or after January 1, 2014. PAS 36, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets (Amendments) These amendments remove the unintended consequences of PFRS 13 on the disclosures required under PAS 36. In addition, these amendments require disclosure of the recoverable amounts for the assets or cash-generating units (CGUs) for which impairment loss has been recognized or reversed during the period. These amendments are effective retrospectively for annual periods beginning on or after January 1, 2014 with earlier application permitted, provided PFRS 13 is also applied. The amendments affect disclosures only and have no impact on the Group’s financial position or performance. PAS 39, Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting (Amendments) These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. These amendments are effective for annual periods beginning on or after January 1, 2014. Philippine Interpretation IFRIC 21, Levies IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014. The Group does not expect that IFRIC 21 will have material financial impact in future financial statements. Effective 2015 onwards PAS 19, Employee Benefits - Defined Benefit Plans: Employee Contributions (Amendments) The amendments apply to contributions from employees or third parties to defined benefit plans. Contributions that are set out in the formal terms of the plan shall be accounted for as reductions to current service costs if they are linked to service or as part of the remeasurements of the net defined benefit asset or liability if they are not linked to service. Contributions that are discretionary shall be accounted for as reductions of current service cost upon payment of these contributions to the plans. The amendments to PAS 19 are to be applied retrospectively. The Group does not expect that the Amendments to PAS 19 will have material financial impact on the financial statements. PFRS 9, Financial Instruments: Classification and Measurement PFRS 9, as issued, reflects the first phase on the replacement of PAS 39 and applies to the classification and measurement of financial assets and liabilities as defined in PAS 39, Financial Instruments: Recognition and Measurement. Work on impairment of financial instruments and hedge accounting is still ongoing, with a view to replacing PAS 39 in its entirety. PFRS 9 requires all financial assets to be measured at fair value at initial recognition. A debt financial asset may, if the fair value option (FVO) is not invoked, be subsequently measured at amortized cost if it is held within a business model that has the objective to hold the assets to collect the contractual cash flows and its contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding. All other debt instruments are subsequently measured at fair value through profit or loss. All equity financial assets are measured at fair value either through OCI or profit or loss. Equity financial assets held for trading must be measured at fair value through profit or loss. For FVO liabilities, the amount of change in the fair value of a liability that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation of the fair value change in respect of the liability’s credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. All other PAS 39 classification and measurement requirements for financial liabilities have been carried forward into PFRS 9, including the embedded derivative separation rules and the criteria for using the FVO. The adoption of the first phase of PFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but will potentially have no impact on the classification and measurement of financial liabilities. PFRS 9 currently has no mandatory effective date. PFRS 9 may be applied before the completion of the limited amendments to the classification and measurement model and impairment methodology. An evaluation was conducted to determine the impact of early adoption of PFRS and the accounts affected are ‘Available-for-sale investments’ and ‘Loans and receivables’. As at December 31, 2013, the Group opted not to early adopt PFRS 9. Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate This interpretation covers accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through subcontractors. The SEC and the Financial Reporting Standards Council have deferred the effectivity of this interpretation until the final Revenue standard is issued by the International Accounting Standards Board and an evaluation of the requirements of the final Revenue standard against the practices of the Philippine real estate industry is completed. Adoption of the interpretation when it becomes effective will not have any impact on the financial statements of the Group. Annual Report 2013 93 NOTES TO FINANCIAL STATEMENTS Annual Improvements to PFRSs (2010-2012 cycle) The Annual Improvements to PFRSs (2010-2012 cycle) contain non-urgent but necessary amendments to the following standards: PFRS 2, Share-based Payment - Definition of Vesting Condition The amendment revised the definitions of vesting condition and market condition and added the definitions of performance condition and service condition to clarify various issues. This amendment shall be prospectively applied to share-based payment transactions for which the grant date is on or after July 1, 2014. This amendment does not apply to the Group as it has no share-based payments. PFRS 3, Business Combinations - Accounting for Contingent Consideration in a Business Combination The amendment clarifies that a contingent consideration that meets the definition of a financial instrument should be classified as a financial liability or as equity in accordance with PAS 32. Contingent consideration that is not classified as equity is subsequently measured at fair value through profit or loss whether or not it falls within the scope of PFRS 9 (or PAS 39, if PFRS 9 is not yet adopted). The amendment shall be prospectively applied to business combinations for which the acquisition date is on or after July 1, 2014. The Group shall consider this amendment for future business combinations. PFRS 8, Operating Segments - Aggregation of Operating Segments and Reconciliation of the Total of the Reportable Segments’ Assets to the Entity’s Assets The amendments require entities to disclose the judgment made by management in aggregating two or more operating segments. This disclosure should include a brief description of the operating segments that have been aggregated in this way and the economic indicators that have been assessed in determining that the aggregated operating segments share similar economic characteristics. The amendments also clarify that an entity shall provide reconciliations of the total of the reportable segments’ assets to the entity’s assets if such amounts are regularly provided to the chief operating decision maker. These amendments are applied retrospectively. The amendments affect disclosures only and have no impact on the Group’s financial position or performance. PFRS 13, Fair Value Measurement - Short-term Receivables and Payables The amendment clarifies that short-term receivables and payables with no stated interest rates can be held at invoice amounts when the effect of discounting is immaterial. PAS 16, Property, Plant and Equipment - Revaluation Method - Proportionate Restatement of Accumulated Depreciation The amendment clarifies that, upon revaluation of an item of property, plant and equipment, the carrying amount of the asset shall be adjusted to the revalued amount, and the asset shall be treated in one of the following ways: a. b. The gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount of the asset. The accumulated depreciation at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset after taking into account any accumulated impairment losses. The accumulated depreciation is eliminated against the gross carrying amount of the asset. The amendment shall apply to all revaluations recognized in annual periods beginning on or after the date of initial application of this amendment and in the immediately preceding annual period. The Group does not expect that the Improvements to PAS 16 will have material financial impact on the financial statements. PAS 24, Related Party Disclosures - Key Management Personnel The amendments clarify that an entity is a related party of the reporting entity if the said entity, or any member of a group for which it is a part of, provides key management personnel services to the reporting entity or to the parent company of the reporting entity. The amendments also clarify that a reporting entity that obtains management personnel services from another entity (also referred to as management entity) is not required to disclose the compensation paid or payable by the management entity to its employees or directors. The reporting entity is required to disclose the amounts incurred for the key management personnel services provided by a separate management entity. The amendments are applied retrospectively. The amendments affect disclosures only and have no impact on the Group’s financial position or performance. PAS 38, Intangible Assets - Revaluation Method - Proportionate Restatement of Accumulated Amortization The amendments clarify that, upon revaluation of an intangible asset, the carrying amount of the asset shall be adjusted to the revalued amount, and the asset shall be treated in one of the following ways: a. b. The gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount of the asset. The accumulated amortization at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset after taking into account any accumulated impairment losses. The accumulated amortization is eliminated against the gross carrying amount of the asset. The amendments also clarify that the amount of the adjustment of the accumulated amortization should form part of the increase or decrease in the carrying amount accounted for in accordance with the Standard. The amendments shall apply to all revaluations recognized in annual periods beginning on or after the date of initial application of this amendment and in the immediately preceding annual period. The amendments have no impact on the Group’s financial position or performance. 94 Annual Improvements to PFRSs (2011-2013 cycle) The Annual Improvements to PFRSs (2011-2013 cycle) contain non-urgent but necessary amendments to the following standards: PFRS 1, First-time Adoption of Philippine Financial Reporting Standards - Meaning of ‘Effective PFRSs’ The amendment clarifies that an entity may choose to apply either a current standard or a new standard that is not yet mandatory, but that permits early application, provided either standard is applied consistently throughout the periods presented in the entity’s first PFRS financial statements. This amendment is not applicable to the Group as it is not a first-time adopter of PFRS. PFRS 3, Business Combinations - Scope Exceptions for Joint Arrangements The amendment clarifies that PFRS 3 does not apply to the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself. The amendment is applied prospectively. PFRS 13, Fair Value Measurement - Portfolio Exception The amendment clarifies that the portfolio exception in PFRS 13 can be applied to financial assets, financial liabilities and other contracts. The amendment is applied prospectively. The amendment has no significant impact on the Group’s financial position or performance. PAS 40, Investment Property The amendment clarifies the interrelationship between PFRS 3 and PAS 40 when classifying property as investment property or owner-occupied property. The amendment stated that judgment is needed when determining whether the acquisition of investment property is the acquisition of an asset or a group of assets or a business combination within the scope of PFRS 3. This judgment is based on the guidance of PFRS 3. This amendment is applied prospectively. The amendment has no significant impact on the Group’s financial position or performance. 3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES The preparation of the financial statements in accordance with PFRS requires the Group to make judgments and estimates that affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingent assets and contingent liabilities. Future events may occur which will cause the judgments and assumptions used in arriving at the estimates to change. The effects of any change in judgments and estimates are reflected in the financial statements as they become reasonably determinable. Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Judgments a. Assessment of control over the entities for consolidation The Group has majority owned subsidiaries discussed in Note 2. Management concluded that the Group controls these wholly owned and majority owned subsidiaries through its voting rights and, therefore, consolidates these entities in its consolidated financial statements. Management also assessed that it has not yet obtained control over PDB as of December 31, 2013 because the substantive closing conditions pursuant to the SPA with the PDB Shareholders have not yet been satisfied as at year-end. b. Assessment of significant influence over an associate Management concluded that the Parent Company has significant influence over an associate even though it holds less than 20.00% of the voting rights because of the arrangement entered into with the associate’s majority owner that grants the Parent Company with a representation in the associate’s BOD which allows it to participate in the policy-making process of the associate (see Note 10). c. Functional currency PAS 21, The Effects of Changes in Foreign Exchange Rates, requires management to use its judgment in determining the entity’s functional currency such that it most faithfully represents the economic effects of the underlying transactions, events and conditions that are relevant to the entity. In making this judgment, the Group considers the following: • • • d. the currency that mainly influences sales prices for financial instruments and services (this will often be the currency in which sales 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. Fair value of financial instruments The Group classifies financial assets by evaluating, among others, whether the asset is quoted or not in an active market. Included in the evaluation on whether a financial asset is quoted in an active market is the determination of whether quoted prices are readily and regularly available, and whether those prices represent actual and regularly occurring market transactions conducted on an arm’s length basis. Where the fair values of financial assets and financial liabilities recorded on the balance sheet or disclosed in the notes cannot be derived from active markets, they are determined using a variety of valuation techniques acceptable to the market as alternative valuation approaches that include the use of mathematical models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of liquidity and model inputs such as correlation and volatility for longer dated derivatives. Annual Report 2013 95 NOTES TO FINANCIAL STATEMENTS e. HTM financial assets The classification to HTM financial assets requires significant judgment. In making this judgment, the Group evaluates its intention and ability to hold such investments to maturity. If the Group fails to keep these investments to maturity other than in certain specific circumstances - for example, selling an insignificant amount close to maturity - it will be required to reclassify the entire portfolio as part of AFS financial assets. The investments would therefore be measured at fair value and not at amortized cost. f. Embedded derivatives The Group assesses the existence of an embedded derivative when it first becomes a party to the contract and performs reassessment if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required. An embedded derivative is separated from the host financial or nonfinancial contract and accounted for as a derivative if all of the following conditions are met: • • • the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristic of the host contract; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid or combined instrument is not recognized at FVPL. The Group determines whether a modification to cash flows is significant by considering the extent to which the expected future cash flows associated with the embedded derivative, the host contract or both have changed and whether the change is significant relative to the previously expected cash flows on the contract. Embedded derivatives that are bifurcated from the host contracts are accounted for as financial assets or liabilities at FVPL. Changes in fair values of embedded derivatives are included in the statement of income. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. As of December 31, 2013, the Group’s investment in preferred shares contains embedded derivatives in the form of an optional redemption feature. The embedded option together with the preferred shares have been designated by management as at FVPL (Note 8). g. Operating leases The Group has entered into commercial property leases on its investment property portfolio. The Group has determined based on the evaluation of the terms and conditions of the arrangements (i.e., the lease does not transfer the ownership of the asset to the lessee by the end of the lease term, the lessee has no option to purchase the asset at a price that is expected to be sufficiently lower than the fair value at the date the option is exercisable and the lease term is not for the major part of the asset’s economic life), that it retains all the significant risks and rewards of ownership of these properties which are leased out under operating leases. The Group has also entered into leases on premises it uses for its operations. The Group has determined, based on the evaluation of the lease agreement, that all significant risks and rewards of ownership of the properties it leases are not transferrable to the Group. h. Contingencies The Group is currently involved in various legal proceedings. The estimate of the probable costs for the resolution of these claims has been developed in consultation with outside counsel handling the Group’s defense in these matters and is based upon an analysis of potential results. The Group currently does not believe that these proceedings will have a material adverse effect on the financial statements. It is possible, however, that future results of operations could be materially affected by changes in the estimates or in the effectiveness of the strategies relating to these proceedings. Estimates a. Going concern The Group’s management has made an assessment of its ability to continue as a going concern and is satisfied that it has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Group’s ability to continue as going concern. Therefore, the financial statements continue to be prepared on a going concern basis. b. 96 Fair value of financial instruments The fair values of financial instruments that are not quoted in active markets are determined by using valuation techniques. Where valuation techniques (e.g., financial models) are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of the area that created them. All financial models are certified before they are used and are calibrated to ensure that outputs reflect actual data and comparative market prices. To the extent practical, the financial models use only observable data, however, areas such as credit risk (both own and counterparty), volatilities and correlations require management to make estimates. Changes in assumptions about these factors could affect reported fair value of financial instruments (see Note 5). c. Credit losses on loans and receivables The Group reviews its loans and receivables at each reporting date to assess whether an allowance for credit losses should be recorded in the balance sheet and any changes thereto in the statement of income. In particular, judgment by management is required in the estimation of the amount and timing of future cash flows when determining the level of allowance required. Such estimates are based on assumptions about a number of factors. Actual results may also differ, resulting in future changes to the allowance. In addition to specific allowance against individually significant loans and receivables, the Group also makes a collective impairment assessment on exposures which, although not specifically identified as requiring a specific allowance, have a greater risk of default than when originally granted. The resulting collective allowance is based on any deterioration in the internal rating of the loan or investment since it was granted or acquired. These internal ratings take into consideration factors such as any deterioration in country risk, industry, and technological obsolescence, as well as identified structural weaknesses or deterioration in cash flows. The carrying values of loans and receivables and the related allowance for credit losses of the Group and the Parent Company are disclosed in Notes 9 and 15. d. Impairment of AFS equity investments The Group treats AFS equity investments as impaired when there has been a significant or prolonged decline in the fair values below their costs or where other objective evidence of impairment exists. The determination of what is ‘significant’ or ‘prolonged’ requires judgment. The Group treats ‘significant’ generally as 20.00% or more of the original cost of investment, and ‘prolonged’ as greater than 12 months. In addition, the Group evaluates other factors, including normal volatility in share price for quoted equities and future cash flows and discount factors for unquoted equities. The carrying values of AFS equity investments and the related allowance for impairment of the Group and the Parent Company are disclosed in Notes 8 and 15. e. Impairment of HTM and AFS debt investments The Group determines that AFS debt investments are impaired based on the same criteria as loans and receivables. As of December 31, 2013 and 2012, HTM and AFS debt investments were unimpaired. The carrying values of HTM and AFS debt investments are disclosed in Note 8. f. Estimated useful lives of bank premises, furniture, fixture and equipment, and investment properties The Group estimates the useful lives of its bank premises, furniture, fixture and equipment, and investment properties. These estimates are reviewed periodically to ensure that the period of depreciation and amortization are consistent with the expected pattern of economic benefits from the items of bank premises, furniture, fixture and equipment, and investment properties. A reduction in the estimated useful lives of bank premises, furniture, fixture and equipment, and investment properties would increase the recorded depreciation and amortization expense and decrease noncurrent assets. The estimated useful lives of bank premises, furniture, fixture and equipment, and investment properties are disclosed in Note 2. g. Impairment on investments in subsidiaries and associates and other nonfinancial assets The Parent Company assesses impairment on its investments in subsidiaries and associate whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Among others, the factors that the Parent Company considers important which could trigger an impairment review on its investments in subsidiaries and associate include the following: • • • deteriorating or poor financial condition; recurring net losses; and significant changes on the technological, market, economic, or legal environment which had an adverse effect on the subsidiary or associate during the period or in the near future, in which the subsidiary operates. The Group also assesses impairment on its nonfinancial assets (e.g., investment properties and bank premises, furniture, fixtures and equipment) and considers the following impairment indicators: • • • significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for overall business; and significant negative industry or economic trends. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. Except for investment properties where recoverable amount is determined based on fair value less cost to sell, the recoverable amount of all other nonfinancial assets is determined based on the asset’s value in use computation which considers the present value of estimated future cash flows expected to be generated from the continued use of the asset. The Group is required to make estimates and assumptions that can materially affect the carrying amount of the asset being assessed. The carrying values of the Group’s investments in subsidiaries and associate and other nonfinancial assets are disclosed in Notes 10, 11 and 12, respectively. Annual Report 2013 97 NOTES TO FINANCIAL STATEMENTS h. Impairment of goodwill and branch licenses The Group conducts an annual review for any impairment in the value of goodwill and branch licenses. Goodwill and branch licenses are written down for impairment where the net present value of the forecasted future cash flows from the business is insufficient to support their carrying value. The Group estimates the discount rate used for the computation of the net present value by reference to industry cost of capital. Future cash flows from the business are estimated based on the theoretical annual income of the CGUs. Average growth rate is derived from the average increase in annual income of the CGUs during the last 5 years. 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 covering a five-year period. The pre-tax discount rate applied to cash flow projections is 12.05% and 11.89% in 2013 and 2012, respectively. Key assumptions in value-in-use calculation of CGUs are most sensitive to discount rates and growth rates used to project cash flows. The carrying values of the Group’s goodwill and branch licenses are disclosed in Notes 10 and 13. i. Net plan assets and retirement expense The determination of the Group’s net plan assets and annual retirement expense is dependent on the selection of certain assumptions used in calculating such amounts. These assumptions include, among others, discount rates, and salary increase. The assumed discount rates were determined using the market yields on Philippine government bonds with terms consistent with the expected employee benefit payout as of the balance sheets date. Refer to Note 23 for the details on the assumptions used in the calculation. The present value of the retirement obligation and fair value of plan assets are disclosed in Note 23. j. Recognition of deferred income taxes Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Management discretion is required to determine the amount of deferred tax assets that can be recognized, based on the forecasted level of future taxable profits and the related future tax planning strategies. The Group believes it will be able to generate sufficient taxable income in the future to utilize its recorded deferred tax assets. Taxable income is sourced mainly from interest income from lending activities and earnings from service charge, fees, commissions and trust activities. The recognized and unrecognized deferred tax assets are disclosed in Note 26. 4. FINANCIAL INSTRUMENT CATEGORIES The following table presents the total carrying amount of the Group’s and Parent Company’s financial instruments per category: Consolidated P7,281,640,616 10,421,423,053 44,349,256,775 12,150,546,829 P6,160,371,861 12,166,678,192 41,571,441,141 12,693,233,413 Parent Company 2013 2012 P7,035,251,105 10,421,423,053 43,196,190,593 12,122,589,213 P5,996,785,687 12,166,678,192 40,676,728,810 12,665,325,779 78,968,132,522 40,659,682,959 75,678,312,048 23,885,538,128 4,527,376,998 23,215,575,357 – 446,000,000 – 220,540,902,915 190,100,306,325 210,762,269,411 1,899,408,789 1,834,766,400 1,801,594,853 2,605,330,259 3,161,061,297 2,355,729,934 240,729,193,979 327,899,312,613 313,813,481,603 Total financial assets P402,102,179,886 P313,320,918,586 P386,588,935,567 * Other assets exclude net plan assets and creditable withholding taxes (see Note 14). 37,597,455,540 4,289,620,222 – 185,361,754,668 1,789,455,915 2,851,211,793 231,889,498,138 P303,395,016,606 Financial assets Cash and other cash items Financial assets at FVPL AFS financial assets HTM financial assets Loans and receivables: Due from BSP Due from other banks SPURA Loans and receivables - net Accrued interest receivable Other assets* 98 2013 2012 (As restated Note 10) Consolidated Financial liabilities Other financial liabilities: Deposit liabilities Bills payable Manager’s checks Accrued interest and other expenses* Other liabilities** 2013 2012 (As restated Note 10) P354,268,202,680 8,299,194,525 859,892,248 548,272,803 3,054,871,530 367,030,433,786 Parent Company 2013 2012 P271,977,239,870 3,526,807,973 801,208,565 P339,831,853,487 8,299,194,525 704,488,259 P263,074,109,357 3,526,807,973 736,088,844 846,790,299 2,735,017,951 279,887,064,658 498,286,297 2,722,643,351 352,056,465,919 781,450,883 2,489,648,909 270,608,105,966 Financial liabilities at FVPL: Derivative liabilities 154,808,366 570,575,771 154,808,366 570,575,771 Total financial liabilities P367,185,242,152 P280,457,640,429 P352,211,274,285 P271,178,681,737 * Accrued interest and other expenses exclude accrued payable for employee benefits, accrued taxes and other licenses, and accrued lease payable. ** Other liabilities exclude withholding taxes payable and retirement liabilities (see Note 19). 5. FAIR VALUE MEASUREMENT The Group has assets and liabilities in the consolidated balance sheets that are measured at fair value on a recurring and nonrecurring basis after initial recognition. Recurring fair value measurements are those that another PFRS requires or permits to be recognized in the consolidated balance sheet at the end of each financial reporting period. These include financial assets and liabilities at FVPL and AFS financial assets. Non-recurring fair value measurements are those that another PFRS requires or permits to be recognized in the consolidated balance sheet in particular circumstances. For example, PFRS 5 requires an entity to measure an asset held for sale at the lower of its carrying amount and fair value less costs to sell. Since the asset’s fair value less costs to sell is only recognized in the balance sheet when it is lower than its carrying amount, that fair value measurement is non-recurring. As of December 31, 2013 and 2012, except for the following financial instruments, the carrying values of the Group’s financial assets and liabilities as reflected in the balance sheets and related notes approximate their respective fair values: Financial Assets HTM financial assets: Government bonds Private bonds Loans and receivables: Corporate and commercial loans Consumer loans Trade-related loans Others Sales contracts receivable Financial Liabilities Deposit liabilities Bills payable Financial Assets HTM financial assets: Government bonds Private bonds Loans and receivables: Corporate and commercial loans Consumer loans Trade-related loans Others Sales contracts receivable Financial Liabilities Deposit liabilities Bills payable Consolidated 2013 Carrying Value Fair Value P11,800,868,261 349,678,568 P13,777,054,471 403,498,491 P12,372,496,675 320,736,738 P15,063,146,651 392,250,692 180,258,652,458 29,139,864,050 11,042,645,985 99,740,422 474,299,468 181,699,876,526 31,178,193,986 11,447,877,620 103,584,257 488,640,974 157,348,768,095 21,887,420,910 10,762,158,498 101,958,822 481,866,255 162,082,056,112 23,325,194,973 11,396,294,324 103,218,919 508,129,730 354,268,202,680 8,299,194,525 349,841,938,319 8,086,926,720 271,977,239,870 3,526,807,973 265,067,286,621 3,795,770,851 2012 (As restated - Note 10) Carrying Value Fair Value Parent Company 2013 Carrying Value Fair Value 2012 Carrying Value Fair Value P11,772,910,645 349,678,568 P13,749,096,855 403,498,491 P12,344,589,041 320,736,738 P15,032,793,188 391,250,692 176,863,844,062 22,765,855,816 11,042,645,985 89,923,548 403,784,273 177,900,721,066 23,148,845,237 11,447,877,620 93,496,275 415,948,066 155,255,349,771 19,251,841,266 10,762,158,498 92,405,133 394,826,052 159,914,081,512 21,136,973,623 11,396,294,324 93,676,338 411,364,781 339,831,853,487 8,299,194,525 334,990,850,792 8,086,926,720 263,074,109,357 3,526,807,973 256,169,281,721 3,795,770,851 Annual Report 2013 99 NOTES TO FINANCIAL STATEMENTS The methods and assumptions used by the Group and Parent Company in estimating the fair values of the financial instruments follow: Cash and other cash items, due from BSP and other banks, SPURA and accrued interest receivable - The carrying amounts approximate their fair values in view of the relatively short-term maturities of these instruments. Debt securities - Fair values are generally based on quoted market prices. If the market prices are not readily available, fair values are estimated using either values obtained from independent parties offering pricing services or adjusted quoted market prices of comparable investments or using the discounted cash flow methodology. Equity securities - For publicly traded equity securities, fair values are based on quoted prices published in the Philippine equity markets. For unquoted equity securities for which no reliable basis for fair value measurement is available, these are carried at cost net of impairment, if any. Loans and receivables and sales contract receivable (SCR) included in other assets - Fair values of loans and receivables and SCR are estimated using the discounted cash flow methodology, where future cash flows are discounted using the Group’s current incremental lending rates for similar types of loans and receivables. Accounts receivable, returned checks and other cash items (RCOCI) and other financial assets included in other assets - Quoted market prices are not readily available for these assets. These are reported at cost and are not significant in relation to the Group’s total portfolio of securities. Derivative instruments (included under FVPL) - Fair values are estimated based on quoted market prices provided by independent parties or accepted valuation models (either based on discounted cash flow techniques or option pricing models, as applicable). Derivative assets and liabilities - Fair values are calculated by reference to the prevailing interest differential and spot exchange rate as of the balance sheet date, taking into account the remaining term to maturity of the derivative assets and liabilities. Bifurcated embedded derivatives (included under Derivative assets) - Fair values are estimated based on a valuation model from Bloomberg using inputs provided by counterparty banks. Deposit liabilities (time, demand and savings deposits) - Fair values of time deposits are estimated using the discounted cash flow methodology, where future cash flows are discounted using the Group’s current incremental borrowing rates for similar borrowings and with maturities consistent with those remaining for the liability being valued. For demand and savings deposits, carrying amounts approximate fair values considering that these are currently due and demandable. Bills payable - Fair values are estimated using the discounted cash flow methodology, where future cash flows are discounted using the current incremental borrowing rates for similar borrowings and with maturities consistent with those remaining for the liability being valued. Manager’s checks and accrued interest and other expenses - Carrying amounts approximate fair values due to the short-term nature of the accounts. Other liabilities - Quoted market prices are not readily available for these liabilities. These are reported at cost and are not significant in relation to the Group’s total portfolio. Fair Value Hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3: inputs that are not based on observable market data or unobservable inputs. 100 As of December 31, 2013 and 2012, the fair value hierarchy of the Group’s and Parent Company’s assets and liabilities are presented below: Recurring fair value measurements(a) Financial assets at FVPL (Note 8) Held-for-trading: Government bonds Treasury notes Private bonds and commercial papers Financial assets designated at FVPL Derivative assets AFS financial assets (Note 8) Government bonds Private bonds and commercial papers Quoted equity shares Financial liabilities at FVPL Derivative liabilities Fair values of assets carried at amortized cost/cost(a) HTM financial assets Government bonds Private bonds Loans and receivables Corporate and commercial loans Consumer loans Trade-related loans Others Sales contracts receivable Investment properties(b) Land Buildings and improvements Fair values of liabilities carried at amortized cost(a) Deposit liabilities Bills payable (a) (b) valued as of December 31, 2013 valued at various dates in 2013 Level 1 Financial Liabilities Financial liabilities at FVPL Derivative liabilities Level 3 Total P2,289,626,987 651,643,244 893,905,336 4,856,408,376 − P− 1,234,324,938 − − 495,514,172 P− − − − − P2,289,626,987 1,885,968,182 893,905,336 4,856,408,376 495,514,172 2,473,338,078 3,555,275,367 150,459,385 14,870,656,773 37,161,774,934 979,626,875 – 39,871,240,919 − − − − 39,635,113,012 4,534,902,242 150,459,385 54,741,897,692 − − 154,808,366 154,808,366 − − 154,808,366 154,808,366 13,777,054,471 403,498,491 − − − − 13,777,054,471 403,498,491 − − − − − − − − − − 181,699,876,526 31,178,193,986 11,447,877,620 103,584,257 488,640,974 181,699,876,526 31,178,193,986 11,447,877,620 103,584,257 488,640,974 − − 14,180,552,962 − − − 5,083,109,886 1,475,952,133 231,477,235,382 5,083,109,886 1,475,952,133 245,657,788,344 − − − − − − 349,841,938,319 8,086,926,720 357,928,865,039 349,841,938,319 8,086,926,720 357,928,865,039 Consolidated 2012 (As restated - Note 10) Level 2 Level 3 Total Level 1 Financial Assets Financial assets at FVPL (Note 8) Held-for-trading: Treasury notes Government bonds Treasury bills Private bonds and commercial papers Financial assets designated at FVPL Derivative assets AFS financial assets (Note 8) Government bonds Credit-linked notes (host) Private bonds and commercial papers Quoted equity shares Consolidated 2013 Level 2 P3,361,146,996 2,486,034,631 107,585 484,724,705 4,999,995,000 – P582,329,443 – – – – 252,339,832 P– – – – – – P3,943,476,439 2,486,034,631 107,585 484,724,705 4,999,995,000 252,339,832 1,330,816,977 – 432,554,427 121,751,295 13,217,131,616 34,330,455,570 4,130,600,504 1,198,372,269 – 40,494,097,618 – – – – – 35,661,272,547 4,130,600,504 1,630,926,696 121,751,295 53,711,229,234 – – 570,575,771 570,575,771 – – 570,575,771 570,575,771 Annual Report 2013 101 NOTES TO FINANCIAL STATEMENTS Recurring fair value measurements(a) Financial assets at FVPL (Note 8) Held-for-trading: Government bonds Treasury notes Private bonds and commercial papers Financial assets designated at FVPL Derivative assets AFS financial assets (Note 8): Government bonds Private bonds and commercial papers Quoted equity shares Financial liabilities at FVPL Derivative liabilities Fair values of assets carried at amortized cost/cost(a) Held-to-maturity financial assets Government bonds Private bonds Loans and receivables Corporate and commercial loans Consumer loans Trade-related loans Others Sales contracts receivable Investment properties(b) Land Buildings and improvements Fair values of liabilities carried at amortized cost Deposit liabilities Bills payable (a) (b) valued as of December 31, 2012 valued at various dates in 2012 Level 1 Financial Liabilities Financial liabilities at FVPL Derivative liabilities Level 3 Total P2,289,626,987 651,643,244 893,905,336 4,856,408,376 – P− 1,234,324,938 – – 495,514,172 P− − – – – P2,289,626,987 1,885,968,182 893,905,336 4,856,408,376 495,514,172 1,497,096,370 3,394,861,168 143,418,541 13,726,960,022 37,161,774,934 979,626,875 – 39,871,240,919 – – – – 38,658,871,304 4,374,488,043 143,418,541 53,598,200,941 − − 154,808,366 154,808,366 – – 154,808,366 154,808,366 13,749,096,855 403,498,491 – – – – 13,749,096,855 403,498,491 – – – – – – – – – – 177,900,721,066 23,148,845,237 11,447,877,620 93,496,275 415,948,066 177,900,721,066 23,148,845,237 11,447,877,620 93,496,275 415,948,066 – – 14,152,595,346 – – – 4,894,397,892 1,288,677,139 219,189,963,295 4,894,397,892 1,288,677,139 233,342,558,641 – – – – – – 334,990,850,792 8,086,926,720 343,077,777,512 334,990,850,792 8,086,926,720 343,077,777,512 Level 1 Financial Assets Financial assets at FVPL Held-for-trading (Note 8): Treasury notes Government bonds Treasury bills Private bonds and commercial papers Derivative assets Financial assets designated at FVPL AFS financial assets Government bonds Credit-linked notes (host) Private bonds and commercial papers Quoted equity shares Parent Company 2013 Level 2 Parent Company 2012 Level 2 Level 3 Total P3,361,146,996 2,486,034,631 107,585 484,724,705 – 4,999,995,000 P582,329,443 – – – 252,339,832 – P– – – – – – P3,943,476,439 2,486,034,631 107,585 484,724,705 252,339,832 4,999,995,000 590,638,611 – 286,588,166 120,660,984 12,329,896,678 34,330,455,571 4,130,600,504 1,198,372,269 – 40,494,097,619 – – – – – 34,921,094,182 4,130,600,504 1,484,960,435 120,660,984 52,823,994,297 – – 570,575,771 570,575,771 – – 570,575,771 570,575,771 There were no transfers between Level 1 and Level 2 fair value measurements and no transfers into and out of Level 3 fair value measurements in 2013 and 2012. 102 The inputs used in the fair value measurement based on Level 2 are as follows: Government securities - interpolated rates based on market rates of benchmark securities as of reporting date. Derivative assets and liabilities - fair values are calculated by reference to the prevailing interest differential and spot exchange rate as of the balance sheet date, taking into account the remaining term to maturity of the derivative assets and liabilities. Inputs used in estimating fair values of financial instruments carried at cost and categorized under level 3 include risk-free rates and applicable risk premium. The fair values of the Group’s and Parent Company’s investment properties have been determined by the appraisal method by independent external and in-house appraisers based on highest and best use of property being appraised. Valuations were derived on the basis of recent sales of similar properties in the same areas as the investment properties and taking into account the economic conditions prevailing at the time the valuations were made and comparability of similar properties sold with the property being valued. The table below summarizes the valuation techniques used and the significant unobservable inputs valuation for each type of investment properties held by the Group and the Parent Company: Land Valuation Techniques Market Data Approach Land and Building Market Data Approach and Cost Approach Significant Unobservable Inputs Price per square meter, size, location, shape, time element and corner influence Reproduction Cost New Description of the valuation techniques and significant unobservable inputs used in the valuation of the Group and the Parent Company’s investment properties are as follows: Valuation Techniques Market Data Approach Cost Approach A process of comparing the subject property being appraised to similar comparable properties recently sold or being offered for sale. It is an estimate of the investment required to duplicate the property in its present condition. It is reached by estimating the value of the building “as if new” and then deducting the depreciated cost. Fundamental to the Cost Approach is the estimate of Reproduction Cost New of the improvements. Significant Unobservable Inputs Reproduction Cost New The cost to create a virtual replica of the existing structure, employing the same design and similar building materials. Size Size of lot in terms of area. Evaluate if the lot size of property or comparable conforms to the average cut of the lots in the area and estimate the impact of lot size differences on land value. Shape Particular form or configuration of the lot. A highly irregular shape limits the usable area whereas an ideal lot configuration maximizes the usable area of the lot which is associated in designing an improvement which conforms with the highest and best use of the property. Location Location of comparative properties whether on a Main Road, or secondary road. Road width could also be a consideration if data is available. As a rule, properties located along a Main Road are superior to properties located along a secondary road. Time Element “An adjustment for market conditions is made if general property values have appreciated or depreciated since the transaction dates due to inflation or deflation or a change in investors’ perceptions of the market over time”. In which case, the current data is superior to historic data. Discount Generally, asking prices in ads posted for sale are negotiable. Discount is the amount the seller or developer is willing to deduct from the posted selling price if the transaction will be in cash or equivalent. Corner influence Bounded by two (2) roads. Annual Report 2013 103 NOTES TO FINANCIAL STATEMENTS 6. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s activities are principally related to the profitable use of financial instruments. Risks are inherent in these activities but are managed by the Group through a rigorous, comprehensive and continuous process of identification, measurement, monitoring and mitigation of these risks, partly through the effective use of risk and authority limits and thresholds, process controls and monitoring, and independent controls. As reflected in its corporate actions and organizational improvements, the Group has placed due importance on expanding and strengthening its risk management process and considers it as a vital component to the Group’s continuing profitability and financial stability. Central to the Group’s risk management process is its adoption of a risk management program intended to avoid unnecessary risks, manage and mitigate unavoidable risks and maximize returns from taking acceptable risks necessary to sustain its business viability and good financial position in the market. The key financial risks that the Group faces are: credit risk, market risk (i.e. interest rate risk, foreign currency risk and equity price risk) and liquidity risk. The Group’s risk management objective is primarily focused on controlling and mitigating these risks. The Parent Company and its subsidiaries manage their respective financial risks separately. The subsidiaries, particularly CBSI, have their own risk management processes but are structured similar to that of the Parent Company. To a certain extent, the respective risk management programs and objectives are the same across the Group. The gravity of the risks, the magnitude of the financial instruments involved, and regulatory requirements are primary considerations to the scope and extent of the risk management processes put in place for the subsidiaries. Risk Management Structure The BOD of the Parent Company is ultimately responsible for the oversight of the Parent Company’s risk management process. On the other hand, the risk management processes of the subsidiaries are the separate responsibilities of their respective BODs. The BOD of the Parent Company created a separate board-level independent committee with explicit authority and responsibility for managing and monitoring risks. The BOD has delegated to the Risk Management Committee (RMC) the implementation of the risk management process which includes, among others, the development of various risk strategies and principles, control guidelines policies and procedures, implementation of risk measurement tools, monitoring of key risk indicators, and the imposition and monitoring of risk limits and thresholds. The RMC is composed of four members of the BOD. The Risk Management Group (RMG) is the direct support of the RMC in the day-to-day risk management and the implementation of the risk management strategies approved by the RMC. The implementation cuts across all departments of the Parent Company and involves all of the Parent Company’s financial instruments, whether “on-books” or “off-books.” The RMG is likewise responsible for monitoring the implementation of specific risk control procedures and enforcing compliance thereto. The RMG is also directly involved in the day-to-day risk measurement and monitoring to make sure that the Parent Company, in its transactions and dealings, engages only in acceptable and manageable financial risks. The RMG also ensures that risk measurements are accurately and completely captured on a timely basis in the management reporting system of the Parent Company. The RMG regularly reports the results of the risk measurements to the RMC. The RMG is headed by the Chief Risk Officer (CRO). Apart from RMG, each business unit has created and put in place various process controls which ensure that all the external and internal transactions and dealings of the unit are in compliance with the unit’s risk management objectives. The Internal Audit Division also plays a crucial role in risk management primarily because it is independent of the business units and reports exclusively to the Audit Committee which, in turn, is comprised of independent directors. The Internal Audit Division focuses on ensuring that adequate controls are in place and on monitoring compliance to controls. The regular audit covers all processes and controls, including those under the risk management framework handled by the RMG. The audit of these processes and controls is undertaken at least annually. The audit results and exceptions, including recommendations for their resolution or improvement, are discussed initially with the business units concerned before these are presented to the Audit Committee. Risk Management Reporting The CRO and other members of the RMG report to the RMC and are a resource to the Management Committee (ManCom) on a monthly and a weekly basis, respectively. The CRO reports on key risk indicators and specific risk management issues that would need resolution from top management. This is undertaken after the risk issues and key risk indicators have been discussed with the business units concerned. The key risk indicators were formulated on the basis of the financial risks faced by the Parent Company. The key risk indicators contain information from all business units that provide measurements on the level of the risks taken by the Parent Company in its products, transactions and financial structure. Among others, the report on key risk indicators includes information on the Parent Company’s aggregate credit exposure, credit metric forecasts, hold limit exceptions, Value-at-Risk (VaR) analysis, utilization of market and credit limits, liquidity ratios, overall loan loss provisioning and risk profile changes. Loan loss provisioning and credit limit utilization are, however, discussed in more detail in the Credit Committee. On a monthly basis, detailed reporting of singlename and sectoral concentration is included in the discussion with the RMC. On the other hand, the Chief Internal Auditor reports to the Audit Committee on a monthly basis on the results of branch or business unit audits and for the resolution of pending but important internal audit issues. The Parent Company has acquired a new risk management system which, for market and liquidity risk, will greatly improve its risk measurement and reporting, particularly those related to treasury products. In 2013, the Parent Company implemented the Asset and Liability Management system for liquidity risk and interest rate risk. 104 Risk Mitigation The Parent Company uses derivatives to manage exposures in its financial instruments resulting from changes in interest rates and foreign currencies exposures. However, the nature and extent of use of these financial instruments to mitigate risks are limited to those allowed by the BSP for the Parent Company and its subsidiaries. To further mitigate risks throughout its different business units, the Parent Company created new risk management policies and improved existing policies. These policies further serve as the framework and set of guidelines in the creation or revisions of operating policies and manuals for each business unit. In the process design and implementation, preventive controls are preferred over detection controls. Clear delineation of responsibilities and separation of incompatible duties among officers and staff, as well as, among business units are reiterated in these policies. To the extent possible, reporting and accounting responsibilities are segregated from units directly involved in operations and front line activities (i.e., players must not be scorers). This is to improve the credibility and accuracy of management information. Any inconsistencies in the operating policies and manuals with the risk framework created by the RMG are taken up and resolved in the RMC and ManCom. Based on the approved Operational Risk Assessment Program, RMG spearheaded the bankwide (all Head Office units and branches) risk identification and self-assessment process. This would enable determination of priority risk areas, assessment of mitigating controls in place, and institutionalization of additional measures to ensure a controlled operating environment. RMG was also mandated to maintain and update the Parent Company’s Centralized Loss Database wherein all reported incidents of losses shall be encoded to enable assessment of weaknesses in the processes and come up with viable improvements to avoid recurrence. Monitoring and controlling risks are primarily performed based on various limits and thresholds established by the top management covering the Group’s transactions and dealings. These limits and thresholds reflect the Group’s business strategies and market environment, as well as, the levels of risks that the Group is willing to tolerate, with additional emphasis on selected industries. In addition, the Parent Company monitors and measures the overall risk-bearing capacity in relation to the aggregate risk exposure across all risk types and activities. The Group’s Management identified the need for an asset-liability management (ALM) application to strategically manage risks arising from mismatches between the Parent Company’s assets and liabilities, particularly in the areas of interest rate risk and liquidity risk. An ALM would support high-level decisions with regard to funds pricing and resource allocation. The ALM system project began in 2011. User Acceptance Testing (UAT) of the Static (phase 1) and Liquidity (phase 2) modules were completed in 2013. After conducting parallel-runs of the manual risk reports and Static ALM reports, the system was implemented in September 2013 for automated generation of Maximum Cumulative Outflow (MCO) and Earnings-at-Risk (EAR) reports. The automation of liquidity stress reports to maximize the use of the Liquidity module in ALM is targeted for 2014. The Dynamic (phase 3) and Funds Transfer Pricing modules (phase 4) of Treasury and Corporate Planning are handled by the respective groups. The Group’s Management identified the need to accurately measure market risk exposures of its derivative instruments and standard products with non-normal returns by the implementation of Historical Simulation VaR approach for all trading products. In 2013, pending implementation of the Kondor Global Risk (KGR) Market Risk Module, the Parent Company has begun using Historical Simulation VaR delta approximation approach for its financial derivatives (IRS) and foreign exchange instruments (FX Swaps/ Forwards). Standard financial instruments (Fixed Income Securities) remain under Parametric VaR. Compared to the Parametric VaR approach where portfolio returns are assumed to be normally distributed and changes in returns assumed to be linear in relation to market factors, the Historical Simulation VaR approach uses the actual daily fluctuation of portfolio returns, and thus captures actual distribution of returns. Thus, historical simulation is the preferred methodology for trading derivatives which may not be linear. The Parent Company is still testing and implementing a new market risk system module to support its trading and derivative activities. The module had been independently validated by a qualified third-party reviewer in 2013. BSP issued Circular No. 639 dated January 15, 2009 which mandated the use of the Internal Capital Adequacy Assessment Process (ICAAP) by all universal and commercials banks to determine their minimum required capital relative to their business risk exposures. In this regard, the Board approved the engagement of the services of a consultant to assist in the bank-wide implementation and embedding of the ICAAP, as provided for under Pillar 2 of Basel II and BSP Circular No. 639. On January 9, 2013, the BOD affirmed that the priority risks set in the 2009 Risk Self-assessment Survey and voting conducted among selected members of the BOD and Senior Management remain the same. The Parent Company had submitted its ICAAP document, in compliance with BSP requirements on January 30, 2013. The document disclosed that the Parent Company has an appropriate level of internal capital relative to the Group’s risk profile. For the ICAAP document submitted on January 30, 2014, the Parent Company retained the Pillar 1 Plus approach using the Pillar 1 capital as the baseline. The process of allocating capital for all types of risks above the Pillar 1 capital levels is now primarily based on the results of the Integrated Stress Test (IST). The adoption of the IST allows the Parent Company to quantify its overall vulnerability to market shocks and operational losses in a collective manner driven by events rather than in silo. The capital assessment in the document discloses that the Group and the Parent Company has appropriate and sufficient level of internal capital. Annual Report 2013 105 NOTES TO FINANCIAL STATEMENTS Credit Risk Credit Risk and Concentration of Assets and Liabilities and Off-Balance Sheet Items Credit risk is the risk of financial loss on account of a counterparty to a financial product failing to honor its obligation. The Group faces potential credit risks every time it extends funds to borrowers, commits funds to counterparties, guarantees the paying performance of its clients, invests funds to issuers (i.e., investment securities issued by either sovereign or corporate entities) or enters into either market-traded or over-the-counter derivatives, through implied or actual contractual agreements (i.e., on or offbalance sheet exposures). The Group manages its credit risk at various levels (i.e., strategic level, portfolio level down to individual credit or transaction). The Group established risk limits and thresholds for purposes of monitoring and managing credit risk from individual counterparties and/or groups of counterparties, as well as industry divisions. It also conducts periodical assessment of the creditworthiness of its counterparties. In addition, the Group obtains collateral where appropriate, enters into master netting agreements and collateral arrangements with counterparties, and limits the duration of exposures. In compliance with BSP requirements, the Group established an internal Credit Risk Rating System (CRRS) for the purpose of measuring credit risk for corporate borrowers in a consistent manner, as accurately as possible, and thereafter uses the risk information for business and financial decision making. The CRRS covers corporate borrowers with total assets, total facilities, or total credit exposures amounting to 15.00 million and above. Further, the CRRS was designed within the technical requirements defined under BSP Circular No. 439. It has two components, namely: a) Borrower Risk Rating (BRR) which provides an assessment of the creditworthiness of the borrower, without considering the proposed facility and security arrangements, and b) Loan Exposure Rating (LER) which provides an assessment of the proposed facilities as mitigated or enhanced by security arrangements. The CRRS rating scale consists of ten grades, six of which fall under unclassified accounts, with the remaining four falling under classified accounts in accordance with regulatory provisioning guidelines. In 2011, the Parent Company launched the Borrower Credit Score (BCS), a credit scoring system designed for retail small and medium entities and individual loan accounts. The BCS is currently implemented on a test run basis. Excessive Risk Concentration 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 that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Parent Company’s performance to developments affecting a particular industry or geographical location. In order to avoid excessive concentrations of risk, the Parent Company’s policies and procedures include specific guidelines focusing on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. The distribution of the Group’s and Parent Company’s assets, liabilities, and credit commitment items (see Note 30) by geographic region as of December 31, 2013 and 2012 (in millions) follows: 2013 Geographic Region: Philippines Asia Europe United States Others Assets P372,203 4,132 1,430 23,521 816 P402,102 Geographic Region: Philippines Asia Europe United States Others 106 P356,690 4,132 1,430 23,521 816 P386,589 2012 (As restated - Note 10) Credit Liabilities Commitments P359,930 183 6,123 943 6 P367,185 2013 Assets Consolidated P147,608 3,951 659 592 27 P152,837 Liabilities Credit Commitments P296,669 7,041 533 8,293 785 P313,321 P279,796 226 72 360 4 P280,458 P189,416 3,212 490 621 64 P193,803 Parent Company Credit Liabilities Commitments P344,956 183 6,123 943 6 P352,211 Assets P143,633 3,951 659 592 27 P148,862 2012 Assets Liabilities Credit Commitments P286,746 7,041 533 8,290 785 P303,395 P270,517 226 72 360 4 P271,179 P184,030 3,212 490 621 64 P188,417 Information on credit concentration as to industry of loans and receivables is presented in Note 9 to the financial statements. Maximum exposure to credit risk The table below provides the analysis of the maximum exposure to credit risk of the Parent Company’s financial instruments (the maximum exposure to credit risk of subsidiaries were no longer disclosed as they are not material to the Group), excluding those where the carrying values as reflected in the balance sheets and related notes already represent the financial instrument’s maximum exposure to credit risk, before and after taking into account collateral held or other credit enhancements: Parent Company 2013 Credit risk exposure relating to on-balance sheet items are as follows: Loans and receivables Corporate and commercial lending Consumer lending Trade-related lending Others Sales contracts receivable Gross maximum exposure Net exposure Financial effect of collateral or credit enhancement P176,863,670,106 22,765,855,816 11,042,819,940 89,923,549 210,762,269,411 403,784,273 P211,166,053,684 P159,448,468,418 21,834,315,464 10,367,988,874 86,847,493 191,737,620,249 – P191,737,620,249 P22,311,199,404 1,808,162,237 1,369,386,028 – 25,488,747,669 403,784,273 P25,892,531,942 Parent Company 2012 Credit risk exposure relating to on-balance sheet items are as follows: Loans and receivables Corporate and commercial lending Consumer lending Trade-related lending Others Sales contracts receivable Gross maximum exposure Net exposure Financial effect of collateral or credit enhancement P155,255,349,771 19,251,841,266 10,762,158,498 92,405,133 185,361,754,668 394,826,052 P185,756,580,720 P133,905,287,543 12,155,413,201 10,162,599,881 89,309,365 156,312,609,990 – P156,312,609,990 P23,701,198,502 8,208,663,977 1,141,624,131 70,888,401 33,122,375,011 394,826,052 P33,517,201,063 Credit risk, in respect of derivative financial products, is limited to those with positive fair values, which are included under Financial Assets at FVPL (see Note 8). As a result, the maximum credit risk, without taking into account the fair value of any collateral and netting agreements, is limited to the amounts on the balance sheet plus commitments to customers such as unused commercial letters of credit, outstanding guarantees and others as disclosed in Note 29 to the financial statements. Collateral and other credit enhancements The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Guidelines are implemented with regard to the acceptability of types of collateral and valuation parameters. The main types of collateral obtained are as follows: • For securities lending and reverse repurchase transactions - cash or securities • For consumer lending - real estate and chattel over vehicle • For corporate lending and commercial lending- real estate, chattel over properties, assignment of deposits, shares of stocks, bonds, and guarantees Management requests additional collateral in accordance with the underlying agreement and takes into consideration the market value of collateral during its review of the adequacy of allowance for credit losses. It is the Group’s policy to dispose of repossessed properties in an orderly fashion. The proceeds are used to reduce or repay the outstanding claim. In most cases, the Parent Company does not occupy repossessed properties for business use. Collaterals foreclosed in 2013 and 2012 and are still held by the Group as of December 31, 2013 and 2012 amounted to P362.38 million and P119.14 million, respectively. These collaterals comprised of real estate properties and stock securities. Annual Report 2013 107 NOTES TO FINANCIAL STATEMENTS Credit quality per class of financial assets The credit quality of financial assets is managed by the Group using an internal credit rating system for the purpose of measuring credit risk in a consistent manner as accurately as possible. The model on risk ratings is assessed and updated regularly because the Group uses this information as a tool for business and financial decision making. It is the Parent Company’s policy to maintain accurate and consistent risk ratings across the credit portfolio. This facilitates focused management of the applicable risks and the comparison of credit exposures across all lines of business, geographic regions and products. The rating system is supported by a variety of financial analytics, combined with processed market information to provide the main inputs for the measurement of counterparty risk. All internal risk ratings are tailored to the various categories and are derived in accordance with the Parent Company’s rating policy. The attributable risk ratings are assessed and monitored regularly. The standard credit rating equivalent grades are relevant only for certain exposures in each risk rating class. The following table shows the description of the internal CRRS grade: CRRS Grade Description 1 Excellent 2 Strong 3 Good 4 Satisfactory 5 Acceptable 6 Watchlist 7 Especially Mentioned 8 Substandard 9 Doubtful 10 Loss The credit grades are defined as follows: Excellent - This category applies to a borrower with a very low probability of going into default in the coming year. The borrower has a high degree of stability, substance, and diversity. It has access to raise substantial amounts of funds through the public markets at any time. The borrower has a very strong debt service capacity and a conservative use of balance sheet leverage. The track record in profit terms is very good. The borrower is of highest quality under virtually all economic conditions. Strong - This category applies to a borrower with a low probability of going into default in the coming year. The borrower normally has a comfortable degree of stability, substance, and diversity. Under normal market conditions, the borrower in this category has good access to public markets to raise funds. The borrower has a strong market and financial position with a history of successful performance. The overall debt service capacity as measured by cash flow to total debt service is deemed very strong; the critical balance sheet ratios (vis-à-vis industry) are conservative. Good - This category covers the smaller corporations with limited access to public capital markets or access to alternative financial markets. This access is however limited to favorable economic and/or market conditions. Typical for this type of borrower is the combination of comfortable asset protection and acceptable balance sheet structure (vis-à-vis industry). The debt service capacity, as measured based on cash flows, is strong. Satisfactory - This category represents the borrower where clear risk elements exist and the probability of default is somewhat greater. This probability is reflected in volatility of earnings and overall performance. The borrower in this category normally has limited access to public financial markets. The borrower should be able to withstand normal business cycles, but any prolonged unfavorable economic period would create deterioration beyond acceptable levels. Typical for this kind of borrower is the combination of reasonably sound asset and cash flow protection. The debt service capacity as measured by cash flow is deemed adequate. The borrower has reported profits for the past fiscal year and is expected to report a profit in the current year. Acceptable - The risk elements for the Parent Company are sufficiently pronounced, although the borrower should still be able to withstand normal business cycles. Any prolonged unfavorable economic and/or market period would create an immediate deterioration beyond acceptable levels. Watchlist - This category represents the borrower for which unfavorable industry or company-specific risk factors represent a concern. Operating performance and financial strength may be marginal and it is uncertain whether the borrower can attract alternative sources of financing. The borrower will find it very hard to cope with any significant economic downturn and a default in such a case is more than a possibility. It includes the borrower where the credit exposure is not a risk of loss at the moment, but the performance of the borrower has weakened, and unless present trends are reversed, could lead to losses. 108 Especially Mentioned - This category applies to the borrower that is characterized by a reasonable probability of default, manifested by some or all the following: (a) evidence of weakness in the borrower’s financial condition or creditworthiness; (b) unacceptable risk is generated by potential or emerging weaknesses as far as asset protection and/or cash flow is concerned; (c) the borrower has reached a point where there is a real risk that the borrower’s ability to pay the interest and repay the principal timely could be jeopardized; (d) the borrower is expected to have financial difficulties and exposure may be at risk. Closer account management attention is warranted. Concerted efforts should be made to improve lender’s position (e.g., demanding additional collateral or reduction of account exposure). These potential weaknesses, if left uncorrected or unmitigated, would affect the repayment of the loan and, thus, increase credit risk to the Parent Company. Substandard - This category represents the borrower where one or more of the following factors apply: (a) the collection of principal or interest becomes questionable regardless of scheduled payment date, by reason of adverse developments on account of a financial, managerial, economic, or political nature, or by important weaknesses in cover; (b) the probability of default is assessed at up to 50.00%. Substandard loans are loans or portions thereof which appear to involve a substantial and unreasonable degree of risk to the Parent Company because of unfavorable record or unsatisfactory characteristics. There exists in such loans the possibility of future loss to the Parent Company unless given closer supervision. Doubtful - This category includes the borrower with “non-performing loan” status or with any portion of interest and/or principal payment is in arrears for more than ninety (90) days. The borrower is unable or unwilling to service debt over an extended period of time and near future prospects of orderly debt service is doubtful. Doubtful loans are loans or portions thereof which have the weaknesses inherent in those classified as “Substandard”, with the added characteristics that existing facts, conditions, and values make collection or liquidation in full highly improbable and in which substantial loss is probable. Loss - This category represents the borrower whose prospect for re-establishment of creditworthiness and debt service is remote. It also applies where the Parent Company will take or has taken title to the assets of the borrower and is preparing a foreclosure and/or liquidation of the borrower’s business. These loans or portions thereof which are considered uncollectible or worthless and of such little value that their continuance as bankable assets is not warranted although the loans may have some recovery or salvage value. The Group’s loans and receivables from customers were classified according to credit quality as follows: Credit Quality Rating Neither Past Due Nor Impaired High Standard Sub-Standard Past Due or Impaired Past Due but not Impaired Impaired Criteria Loans with risk rating of 1 and 2 Loans with risk rating of 3 to 5 Generally, loans with risk rating of 6 to 8 Those that were classified as Past Due per BSP guidelines or those that are still in current status but have objective evidence of impairment; Generally, loans with risk rating of 9 to 10 The table below shows the Group’s loans and receivables, excluding other receivables (gross allowance for credit losses and unearned discount) as of December 31, 2013 and 2012 classified according to credit quality: Consolidated 2013 High Grade Corporate and commercial lending Consumer lending Trade-related lending Others Total Neither Past Due nor Impaired Standard Substandard Grade Grade P39,523,396,520 P89,964,099,619 5,221,711,739 3,226,505,935 386,106,248 9,267,251,497 10,125,096 – P45,141,339,603 P102,457,857,051 P37,855,162,641 4,034,221,523 1,331,651,319 – P43,221,035,483 Unrated Past Due But Not Impaired P14,976,848,430 15,841,163,745 72,260,053 87,888,834 P30,978,161,062 P224,291,228 884,539,272 23,296,240 2,035,163 P1,134,161,903 Past Due or Impaired Total P3,352,973,774 P185,896,772,212 674,808,197 29,882,950,411 697,799,879 11,778,365,236 246,772 100,295,865 P4,725,828,622 P227,658,383,724 Consolidated 2012 (As restated - Note 10) High Grade Corporate and commercial lending Consumer lending Trade-related lending Others Total Neither Past Due nor Impaired Standard Substandard Grade Grade P30,292,483,624 P94,399,189,831 2,026,708,257 6,210,743,263 376,886,724 8,951,140,910 9,487,772 – P32,705,566,377 P109,561,074,004 P17,930,372,729 2,017,819,612 1,108,573,430 – P21,056,765,771 Unrated Past Due But Not Impaired Past Due or Impaired Total P15,038,363,209 11,525,168,922 53,340,362 91,113,885 P26,707,986,378 P667,780,662 812,508,719 235,150,764 1,452,837 P1,716,892,982 P4,746,911,364 645,523,425 633,121,963 65,917 P6,025,622,669 P163,075,101,419 23,238,472,198 11,358,214,153 102,120,411 P197,773,908,181 Annual Report 2013 109 NOTES TO FINANCIAL STATEMENTS Parent Company 2013 High Grade Corporate and commercial lending Consumer lending Trade-related lending Others Total P36,379,935,883 1,827,836,514 386,106,248 – P38,593,878,645 Neither Past Due nor Impaired Standard Substandard Grade Grade P89,541,599,619 3,164,536,698 9,267,251,497 – P101,973,387,814 P37,855,162,641 1,350,769,025 1,331,651,319 – P40,537,582,985 Unrated Past Due But Not Impaired Past Due or Impaired Total P14,886,805,641 15,878,205,587 72,260,053 87,888,832 P30,925,160,113 P117,387,056 883,909,047 23,296,240 2,035,163 P1,026,627,506 P3,185,828,949 517,484,186 697,799,879 180,857 P4,401,293,871 P181,966,719,789 23,622,741,057 11,778,365,236 90,104,852 P217,457,930,934 Unrated Past Due But Not Impaired Past Due or Impaired Total P14,545,792,934 11,525,168,922 53,340,362 91,113,885 P26,215,416,103 P667,533,159 787,562,858 235,150,764 1,452,837 P1,691,699,618 Parent Company 2012 High Grade Corporate and commercial lending Consumer lending Trade-related lending Others Total Neither Past Due nor Impaired Standard Substandard Grade Grade P28,750,194,152 P94,214,740,697 40,474,402 5,924,610,742 376,886,724 8,951,140,910 – – P29,167,555,278 P109,090,492,349 P17,885,020,075 1,514,427,522 1,108,573,430 – P20,508,021,027 P4,741,776,051 P160,805,057,068 552,096,088 20,344,340,534 633,121,963 11,358,214,153 – 92,566,722 P5,926,994,102 P192,600,178,477 Depository accounts with the BSP and counterparty banks, Trading and Investment Securities For these financial assets, outstanding exposure is rated primarily based on external risk rating (i.e. Standard and Poor’s (S&P)), otherwise, rating is based on risk grades by a local rating agency or included under “Unrated”, when the counterparty has no available risk grade. The external risk rating of the Group’s depository accounts with the BSP and counterparty banks, trading and investment securities, is grouped as follows: Credit Quality Rating High grade External Credit Risk Rating AAA, AA+, AA, AAAaa, Aa1, Aa2, Aa3 AAA, AA+, AA, AA- Credit Rating Agency S&P Moody’s Fitch Standard grade A+, A, A-, BBB+, BBB, BBBA1, A2, A3, Baa1, Baa2, Baa3 A+, A, A-, BBB+, BBB, BBB- S&P Moody’s Fitch Substandard grade BB+, BB, BB-, B/B+, CCC, R, SD & D Ba1, Ba2, Ba3, B1, B2, R, SD & D BB+, BB, BB-, B/B+, CCC, R, SD & D S&P Moody’s Fitch Following is the credit rating scale applicable for foreign banks, and government securities (aligned with S&P ratings): AAA - An obligor has extremely strong capacity to meet its financial commitments. AA - An obligor has very strong capacity to meet its financial commitments. It differs from the highest-rated obligors at a minimal degree. A - An obligor has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories. BBB and below: BBB - An obligor has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments. BB - An obligor is less vulnerable in the near term than other lower-rated obligors. However, it faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitments. B - An obligor is more vulnerable than the obligors rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments. CCC - An obligor is currently vulnerable and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments. 110 CC - An obligor is currently vulnerable. The rating is used when a default has not yet occurred, but expects default to be a virtual certainty, regardless of the anticipated time to default. R - An obligor is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision, the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. SD and D - An obligor is in default on one or more of its financial obligations including rated and unrated financial obligations but excluding hybrid instruments classified as regulatory capital or in non-payment according to terms. The table below shows the credit quality of deposits and investments as of December 31, 2013 and 2012, based on external risk ratings (gross of allowance for credit losses). Consolidated 2013 Due from BSP Due from other banks SPURA Financial assets at FVPL AFS financial assets HTM financial assets Due from BSP Due from other banks SPURA Financial assets at FVPL AFS financial assets HTM financial assets Due from BSP Due from other banks Financial assets at FVPL AFS financial assets HTM financial assets Substandard Grade P− 239,930,517 − 58,547,169 − − P298,477,686 Total P78,968,132,522 23,165,397,126 − 4,585,994,364 43,451,102,045 12,150,546,829 P162,321,172,886 High Grade P– 1,363,768,111 – 50,084,415 4,523,766,552 – P5,937,619,078 Consolidated 2012 (As restated - Note 10) Substandard Standard Grade Grade P– P40,659,682,959 2,367,754,420 738,166,151 – 446,000,000 6,342,764,487 295,139,332 7,665,548,627 28,910,656,034 – 12,693,233,413 P16,376,067,534 P83,742,877,889 Total P40,659,682,959 4,469,688,682 446,000,000 6,687,988,234 41,099,971,213 12,693,233,413 P106,056,564,501 High Grade P– 2,109,105,336 945,686,067 3,295,269,202 – P6,350,060,605 Parent Company 2013 Substandard Standard Grade Grade P75,678,312,048 P– 20,573,174,805 31,294,886 3,581,761,128 58,547,169 39,169,591,135 – 12,122,589,213 – P151,125,428,329 P89,842,055 Total P75,678,312,048 22,713,575,027 4,585,994,364 42,464,860,337 12,122,589,213 P157,565,330,989 High Grade P− 2,159,986,516 − 945,686,067 3,295,269,202 − P6,400,941,785 Standard Grade P78,968,132,522 20,765,480,093 − 3,581,761,128 40,155,832,843 12,150,546,829 P155,621,753,415 Parent Company 2012 Due from BSP Due from other banks Financial assets at FVPL AFS financial assets HTM financial assets High Grade P– 1,338,324,970 50,084,415 4,523,766,552 – P5,912,175,937 Standard Grade P– 2,330,241,902 6,342,764,487 7,665,548,627 – P16,338,555,016 Substandard Grade P37,597,455,540 614,751,992 295,139,332 28,169,378,169 12,665,325,779 P79,342,050,812 Total P37,597,455,540 4,283,318,864 6,687,988,234 40,358,693,348 12,665,325,779 P101,592,781,765 Annual Report 2013 111 NOTES TO FINANCIAL STATEMENTS Due from other banks and government securities The external risk rating of the Group’s depository accounts with counterparty banks, trading and investment securities, is grouped as follows (aligned with the Philippine Ratings System): Credit Quality Rating High grade Standard grade Substandard grade External Credit Risk Rating PRSAAA, PRSAa+, PRSAa, PRSAaPRSA+, PRSA, PRSA-, PRSBaa+, PRSBaa, PRSBaaPRSBa+, PRSBa, PRSBa-, PRSB+, PRSB, PRSB-, PRSCaa+, PRSCaa, PRSCaa-, PRSCa+, PRSCa, PRSCa-, PRSC+, PRSC, PRSC- PRSAaa - The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. PRSAa - The obligor’s capacity to meet its financial commitment on the obligation is very strong. PRSA - With favorable investment attributes and are considered as upper-medium grade obligations. Although obligations rated ‘PRSA’ are somewhat more susceptible to the adverse effects of changes in economic conditions, the obligor’s capacity to meet its financial commitments on the obligation is still strong. PRSBaa - An obligation rated ‘PRS Baa’ exhibits adequate protection parameters. However, adverse economic conditions and changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. PRSBaa-rated issues may possess certain speculative characteristics. PRSBa - An obligation rated ‘PRSBa’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties relating to business, financial or economic conditions, which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. PRSB - An obligation rated ‘PRSB’ is more vulnerable to nonpayment than obligations rated ‘PRSBa’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse economic conditions will likely impair the obligor’s capacity to meet its financial commitment on the obligation. The issue is characterized by high credit risk. PRSCaa - An obligation rated ‘PRSCaa’ is presently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. The issue is considered to be of poor standing and is subject to very high credit risk. PRSCa - An obligation rated “PRSCa” is presently highly vulnerable to nonpayment. Likely already in or very near default with some prospect for partial recovery of principal or interest. PRSC - An obligation is already in default with very little prospect for any recovery of principal or interest. The table below shows the credit quality of deposits and investments, by class, as of December 31, 2013 and 2012, based on risk grades of a local rating agency (gross of allowance for credit losses). Due from other banks Financial assets at FVPL AFS financial assets HTM financial asset Total Due from other banks Financial assets at FVPL AFS financial assets Total 112 High Grade P134,390,575 5,735,439,184 545,170,185 – P6,414,999,944 Consolidated 2013 Standard Grade Substandard Grade P583,750,097 P– – – – – – – P583,750,097 P– Total P718,140,672 5,735,439,184 545,170,185 – P6,998,750,041 High Grade P– 5,219,385,422 438,474,268 P5,657,859,690 Consolidated 2012 (As restated – Note 10) Standard Grade Substandard Grade P50,906,947 P– – – – – P50,906,947 P– Total P50,906,947 5,219,385,422 438,474,268 P5,708,766,637 Due from other banks Financial assets at FVPL AFS financial assets Total Financial assets at FVPL AFS financial assets Total Parent Company 2013 Substandard Standard Grade Grade P500,000,000 P– – – – – P500,000,000 P– High Grade P– 5,735,439,184 387,715,142 P6,123,154,326 High Grade P5,219,385,422 292,508,007 P5,511,893,429 Parent Company 2012 Standard Grade Substandard Grade P– P– – – P– P– Total P500,000,000 5,735,439,184 387,715,142 P6,623,154,326 Total P5,219,385,422 292,508,007 P5,511,893,429 The table below shows the breakdown of unrated deposits and investments as of December 31, 2013 and 2012 (gross of allowance): Consolidated 2012 (As restated 2013 Note 10) Due from other banks P2,000,330 P6,781,369 Financial assets at FVPL 99,989,505 259,304,536 AFS financial assets 392,600,039 72,621,581 Other assets* 3,366,965,189 3,792,582,848 P4,131,290,334 Total P3,861,555,063 * Other assets exclude net plan assets and creditable withholding taxes (see Note 14). Parent Company 2013 P2,000,330 99,989,505 349,938,085 3,098,778,718 P3,550,706,638 2012 P6,301,358 259,304,536 31,860,853 3,464,946,062 P3,762,412,809 The table below shows the aging analysis of gross past due but not impaired loans and receivables that the Group and Parent Company held as of December 31, 2013 and December 31, 2012. Under PFRS 7, a financial asset is past due when a counterparty has failed to make a payment when contractually due. December 31, 2013 Loans and receivables Corporate and commercial lending Consumer lending Trade-related lending Others Total Consolidated Less than 30 days 31 to 60 days 61 to 90 days P25,504,398 406,178,102 15,743,516 697,633 P448,123,649 P24,856,611 57,496,191 − − P82,352,802 P305,645 41,735,167 − 11,182 P42,051,994 More than 91 days Total P173,624,574 P224,291,228 379,129,812 884,539,272 7,552,724 23,296,240 1,326,348 2,035,163 P561,633,458 P1,134,161,903 Consolidated December 31, 2012 Loans and receivables Corporate and commercial lending Consumer lending Trade-related lending Others Total December 31, 2013 Loans and receivables Corporate and commercial lending Consumer lending Trade-related lending Others Total Less than 30 days 31 to 60 days 61 to 90 days P447,557,769 301,060,084 113,711,843 970,409 P863,300,105 P12,954,892 46,249,032 – 42,904 P59,246,828 P3,581,478 49,420,003 – 172,364 P53,173,845 Parent Company Less than 30 days 31 to 60 days 61 to 90 days P25,504,398 405,578,102 15,743,516 697,633 P447,523,649 P24,529,294 57,496,191 – – P82,025,485 P− 41,734,733 − 11,182 P41,745,915 More than 91 days Total P203,686,523 P667,780,662 415,779,600 812,508,719 121,438,921 235,150,764 267,160 1,452,837 P741,172,204 P1,716,892,982 More than 91 days Total P67,353,364 P117,387,056 379,100,021 883,909,047 7,552,724 23,296,240 1,326,348 2,035,163 P455,332,457 P1,026,627,506 Annual Report 2013 113 NOTES TO FINANCIAL STATEMENTS Parent Company December 31, 2012 Loans and receivables Corporate and commercial lending Consumer lending Trade-related lending Others Total Less than 30 days 31 to 60 days 61 to 90 days P447,557,769 299,844,540 113,711,843 970,409 P862,084,561 P12,954,892 45,852,940 – 42,904 P58,850,736 P3,333,975 38,756,938 – 172,364 P42,263,277 More than 91 days Total P203,686,523 P667,533,159 403,108,440 787,562,858 121,438,921 235,150,764 267,160 1,452,837 P728,501,044 P1,691,699,618 The following table presents the carrying amount of financial assets of the Group and Parent Company as of December 31, 2013 and 2012 that would have been considered past due or impaired if not renegotiated: Loans and advances to customers: Corporate and commercial lending Consumer lending Total renegotiated financial assets Consolidated 2013 P690,027,946 11,790,809 P701,818,755 2012 P862,159,498 227,852 P862,387,350 Parent Company 2013 P668,959,232 11,790,809 P680,750,041 2012 P862,159,498 227,852 P862,387,350 Impairment assessment The main considerations for the loan impairment assessment include whether any payment of principal or interest is overdue by more than 90 days, or there are known difficulties in the cash flows of counterparties, credit rating downgrades, or infringement of the original terms of the contract. The Group addresses impairment assessment in two areas: individually assessed allowances and collectively assessed allowances. Individually assessed allowances The Group determines the allowances appropriate for each individually significant loan or advance on an individual basis. Items considered when determining allowance amounts include the sustainability of the counterparty’s business plan, its ability to improve performance once a financial difficulty has arisen, projected receipts and the expected dividend payout should bankruptcy ensue, the availability of other financial support and the realizable value of collateral, and the timing of the expected cash flows. The impairment losses are evaluated at each reporting date, unless unforeseen circumstances require more careful attention. Collectively assessed allowances Allowances are assessed collectively for losses on loans and advances that are not individually significant (including residential mortgages and unsecured consumer lending) and for individually significant loans and advances where there is no objective evidence of individual impairment yet. Allowances are evaluated on each reporting date with each portfolio receiving a separate review. The collective assessment takes account of impairment that is likely to be present in the portfolio even though there is no objective evidence of the impairment yet per an individual assessment. Impairment losses are estimated by taking into consideration the following information: historical losses on the portfolio, current economic conditions, the approximate delay between the time a loss is likely to have been incurred and the time it will be identified as requiring an individually assessed impairment allowance, and expected receipts and recoveries once impaired. Management is responsible for deciding the length of this period which can extend for as long as one year. The impairment allowance is then reviewed by credit management to ensure alignment with the Group’s overall policy. Market Risk Market risk is the risk of loss that may result from changes in the value of a financial product. The Parent Company’s market risk originates from its holdings of domestic and foreign-denominated debt securities, foreign exchange instruments, equities, foreign exchange derivatives and interest rate derivatives. The RMG of the Parent Company is responsible for assisting the RMC with its responsibility for identifying, measuring, managing and controlling market risk. Market risk management measures the Parent Company market risk exposures through the use of VaR. VaR is a statistical measure that estimates the maximum potential loss from a portfolio over a holding period, within a given confidence level. VaR assumptions The Parent Company calculates the Bankwide VaR in certain trading activities. The Parent Company uses the Parametric VarianceCovariance and Duration-Based approach to VaR for domestic- and foreign- denominated debt securities and Delta Approximation Historical Simulation approach to VaR for foreign exchange instruments, equities, foreign exchange derivatives and interest rate derivatives, using a 99.00% confidence level and a 1-day holding period. The use of a 99.00% confidence level means that, within a one day horizon, losses exceeding the VaR figure should occur, on average, not more than once every hundred days. The validity of the VaR model is verified through back testing, which examines how frequently actual and hypothetical daily losses exceeds daily VaR. The Parent Company measures and monitors the VaR and profit and loss on a daily basis. 114 Since VaR is an integral part of the Parent Company’s market risk management, VaR limits have been established for all trading positions and exposures are reviewed daily against the limits by management. Further, stress testing is performed in monitoring extreme events. Limitations of the VaR Methodology The VaR models are designed to measure market risk in a normal market environment using equally weighted historical data. The use of VaR has limitations because it is based on historical correlations and volatilities in market prices and assumes that future price movements will follow the same distribution. Due to the fact that VaR relies heavily on historical data to provide information and may not clearly predict the future changes and modifications of the risk factors, the probability of large market moves may be underestimated if changes in risk factors fail to align with the assumptions. VaR may also be under- or over-estimated 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. In practice, the actual trading results will differ from the VaR calculation and, in particular, the calculation does not provide a meaningful indication of profits and losses in stressed market conditions. To determine the reliability of the VaR models, actual outcomes are monitored regularly to test the validity of the assumptions and the parameters used in the VaR calculation. Market risk positions are also subject to regular stress tests to ensure that the Group would withstand an extreme market event. A summary of the VaR position of the trading portfolio of the Parent Company is as follows: 2013 31 December Average daily Highest Lowest Interest Rate1 Foreign Exchange2 P68.69 80.03 132.29 42.28 P13.70 14.82 37.37 5.70 Equity (In Millions) Interest Rate3 Interest Rate4 P62.09 105.59 131.56 62.09 P15.90 12.36 39.21 4.90 P11.40 6.60 14.54 0.39 Equity (In Millions) Interest Rate3 Interest Rate4 P86.57 90.88 95.04 86.57 P– – – – P– – – – 1 Interest rate VaR for debt securities (Interest rate VaR for foreign currency denominated debt securities are translated to PHP using prior month’s closing rate) 2 FX VaR is the bankwide foreign exchange risk 3 Interest rate VaR for FX swaps and FX forwards 4 Interest rate VaR for IRS 2012 31 December Average daily Highest Lowest Interest Rate1 Foreign Exchange2 P66.21 41.50 80.93 18.71 P8.44 12.15 26.70 3.42 1 Interest rate VaR for debt securities (Interest rate VaR for foreign currency denominated debt securities are translated to PHP using prior month’s closing rate) 2 FX VaR is the bankwide foreign exchange risk 3 Interest rate VaR for FX swaps and FX forwards 4 Interest rate VaR for IRS Interest Rate Risk The Group’s interest rate risk originates from its holdings of interest rate sensitive assets and interest rate sensitive liabilities. The Parent Company follows prudent policies in managing its exposures to interest rate fluctuations, and constantly monitors its assets and liabilities. As of December 31, 2013 and 2012, 72.82% and 77.12% of the Group’s total loan portfolio, respectively, comprised of floating rate loans which are repriced periodically by reference to the transfer pool rate which reflects the Group’s internal cost of funds. In keeping with banking industry practice, the Group aims to achieve stability and lengthen the term structure of its deposit base, while providing adequate liquidity to cover transactional banking requirements of customers. Interest is paid on demand accounts, which constituted 22.26% and 22.77% of total deposits of the Parent Company as of December 31, 2013 and 2012, respectively. Interest is paid on savings accounts and time deposits accounts, which constitute 58.11% and 57.15%, respectively, of total deposits of the Parent Company as of December 31, 2013, and 19.63% and 20.08%, respectively, as of December 31, 2012. Savings account interest rates are set by reference to prevailing market rates, while interest rates on time deposits and special savings accounts are usually priced by reference to prevailing rates of short-term government bonds and other money market instruments, or, in the case of foreign currency deposits, inter-bank deposit rates and other benchmark deposit rates in international money markets with similar maturities. Annual Report 2013 115 NOTES TO FINANCIAL STATEMENTS The Group is likewise exposed to fair value interest rate risk due to its holdings of fixed rate government bonds as part of its AFS and FVPL portfolios. Market values of these investments are sensitive to fluctuations in interest rates. The following table provides for the average effective interest rates by period of repricing of the Group and of the Parent Company as of December 31, 2013 and 2012: Peso Assets Due from BSP Due from banks Investment securities* Loans and receivables Liabilities Deposit liabilities Bills payable USD Assets Investment securities* Loans and receivables Consolidated Less than 3 months 2013 3 months to 1 year Greater than 1 year Less than 3 months 2012 3 months to 1 year Greater than 1 year 0.75% 0.28% 0.88% 5.28% – – 4.70% 7.04% – – 5.43% 9.80% 0.63% 0.40% 4.91% 5.34% – – 5.59% 6.54% – – 7.28% 6.97% 1.18% 3.76% 2.05% 3.76% 6.12% 4.15% 2.00% 4.35% 4.85% 5.06% 4.93% 5.86% 2.77% 2.51% – 2.08% 4.78% 5.65% 3.11% 3.02% 3.85% 3.03% 4.74% 3.00% 1.13% 0.09% 1.47% – – – Liabilities Deposit liabilities 1.34% 1.70% – Bills payable 0.52% – 1.12% * Consisting of financial assets at FVPL, AFS financial assets and HTM financial assets. Peso Assets Due from BSP Due from banks Investment securities* Loans and receivables Liabilities Deposit liabilities Bills payable USD Assets Investment securities* Loans and receivables Parent Company Less than 3 months 2013 3 months to 1 year Greater than 1 year Less than 3 months 2012 3 months to 1 year Greater than 1 year 0.70% 0.29% 0.88% 5.24% – – 4.71% 6.33% – – 5.47% 9.07% 0.52% 0.41% 4.89% 5.34% – – 5.94% 6.39% – – 7.39% 6.78% 1.15% 3.76% 1.96% 3.76% 6.59% 4.15% 2.01% 4.35% 5.11% 5.06% 4.64% 5.86% 2.77% 2.51% – 2.08% 4.78% 5.65% 3.11% 3.02% 3.85% 3.03% 4.78% 3.00% 1.13% 0.09% 1.45% – – – Liabilities Deposit liabilities 1.34% 1.71% – Bills payable 0.52% – 1.12% * Consisting of financial assets at FVPL, AFS financial assets and HTM financial assets. The asset-liability gap analysis method is used by the Group to measure the sensitivity of its assets and liabilities to interest rate fluctuations. This analysis measures the Group’s susceptibility to changes in interest rates. The repricing gap is calculated by first distributing the assets and liabilities contained in the Group’s balance sheet into tenor buckets according to the time remaining to the next repricing date (or the time remaining to maturity if there is no repricing), and then obtaining the difference between the total of the repricing (interest rate sensitive) assets and the total of repricing (interest rate sensitive) liabilities. 116 A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. Accordingly, during a period of rising interest rates, a bank with a positive gap would be in a position to invest in higher yielding assets earlier than it would need to refinance its interest rate sensitive liabilities. During a period of falling interest rates, a bank with a positive gap would tend to see its interest rate sensitive assets repricing earlier than its interest rate sensitive liabilities, restraining the growth of its net income or resulting in a decline in net interest income. The following table sets forth the repricing gap position of the Group and Parent Company as of December 31, 2013 and 2012 (in millions): Financial Assets Due from BSP Due from banks Investment securities Loans and receivables Total financial assets Financial Liabilities Deposit liabilities Bills payable Total financial liabilities Repricing gap Financial Assets Due from BSP Due from banks Investment securities Loans and receivables Total financial assets Financial Liabilities Deposit liabilities Bills payable Total financial liabilities Repricing gap Financial Assets Due from BSP Due from banks Investment securities Loans and receivables Total financial assets Financial Liabilities Deposit liabilities Bills payable Total financial liabilities Repricing gap Up to 3 Month Consolidated 2013 >3 to 12 Months P78,968 23,886 1,376 173,849 278,079 P– – 431 25,710 26,141 187,147 4,028 191,175 P86,904 8,875 1 8,876 P17,265 Up to 3 Month Consolidated 2012 >3 to 12 Months >12 Months Total P– – 65,114 20,982 86,096 P78,968 23,886 66,921 220,541 390,316 158,246 4,270 162,516 (P76,420) 354,268 8,299 362,567 P27,749 >12 Months Total P40,226 4,342 6,667 161,654 212,889 P– – 2,457 21,704 24,161 P– – 44,911 6,311 51,222 P40,226 4,342 54,035 189,669 288,272 149,872 1,380 151,252 P61,637 16,976 718 17,694 P6,467 104,644 1,429 106,073 (P54,851) 271,492 3,527 275,019 P13,253 Up to 3 Month Parent Company 2013 >3 to 12 Months P75,678 23,216 1,376 172,065 272,335 P– – 430 22,123 22,553 179,377 4,028 183,405 P88,930 8,694 1 8,695 P13,858 >12 Months Total P– – 63,934 16,574 80,508 P75,678 23,216 65,740 210,762 375,396 151,761 4,270 156,031 (P75,523) 339,832 8,299 348,131 P27,265 Annual Report 2013 117 NOTES TO FINANCIAL STATEMENTS Financial Assets Due from BSP Due from banks Investment securities Loans and receivables Total financial assets Financial Liabilities Deposit liabilities Bills payable Total financial liabilities Repricing gap Up to 3 Month Parent Company 2012 >3 to 12 Months >12 Months Total P37,565 4,151 6,652 160,360 208,728 P– – 2,428 20,134 22,562 P– – 44,266 4,205 48,471 P37,565 4,151 53,346 184,699 279,761 143,500 1,380 144,880 P63,848 16,789 718 17,507 P5,055 102,786 1,429 104,215 (P55,744) 263,075 3,527 266,602 P13,159 The Group also monitors its exposure to fluctuations in interest rates by using scenario analysis to estimate the impact of interest rate movements on its interest income. This is done by modeling the impact to the Group’s interest income and interest expenses to parallel changes in the interest rate curve in a given 12-month period. The following table sets forth the estimated change in the Group’s and Parent Company’s annualized net interest income due to a parallel change in the interest rate curve as of December 31, 2013 and 2012: Change in annualized net interest income As a percentage of the Group’s net interest income for the year ended December 31, 2013 Change in annualized net interest income As a percentage of the Group’s net interest income for the year ended December 31, 2012 Change in annualized net interest income As a percentage of the Group’s net interest income for the year ended December 31, 2013 Change in annualized net interest income As a percentage of the Group’s net interest income for the year ended December 31, 2012 118 Consolidated 2013 Change in interest rates (in basis points) 100bp rise 50bp rise 50bp fall 100bp fall P998,533,038 P499,266,519 (P499,266,519) (P998,533,038) 10.05% 5.02% (5.02%) (10.05%) Consolidated 2012 Change in interest rates (in basis points) 100bp rise 50bp rise 50bp fall P332,437,969 (P332,437,969) P664,875,937 100bp fall (P664,875,937) 8.25% (4.12%) (8.25%) Parent Company 2013 Change in interest rates (in basis points) 100bp rise 50bp rise 50bp fall P993,241,986 P496,620,993 (P496,620,993) 100bp fall (P993,241,986) 10.50% 4.12% (5.25%) (10.50%) Parent Company 2012 Change in interest rates (in basis points) 100bp rise 50bp rise 50bp fall P676,394,648 P338,197,324 (P338,197,324) 100bp fall (P676,394,648) 8.59% 5.25% 4.29% (4.29%) (8.59%) The following table sets forth the estimated change in the Group’s and Parent Company’s income before tax and equity due to a reasonably possible change in the market prices of quoted bonds classified under financial assets at FVPL and AFS financial assets, brought about by movement in the interest rate curve as of December 31, 2013 and 2012: Change in income before tax Change in equity Change in income before tax Change in equity Change in income before tax Change in equity Change in income before tax Change in equity Consolidated 2013 Change in interest rates (in basis points) 25bp rise 10bp rise 10bp fall (P86,819,142) (P34,977,851) P35,316,047 (862,447,259) (347,649,561) 351,263,124 Consolidated 2012 Change in interest rates (in basis points) 25bp rise 10bp rise 10bp fall (P134,352,828) (P54,333,122) P54,860,292 (685,402,798) (276,973,633) 280,755,683 Parent Company 2013 Change in interest rates (in basis points) 25bp rise 10bp rise 10bp fall (P86,819,142) (P34,977,851) P35,316,047 (848,828,466) (342,166,905) 345,733,011 Parent Company 2012 Change in interest rates (in basis points) 25bp rise 10bp rise 10bp fall (P54,333,122) P54,860,292 (P134,352,828) (683,578,810) (276,236,636) 277,796,178 25bp fall P88,933,009 885,033,833 25bp fall P138,681,509 709,139,680 25bp fall P88,933,009 871,118,409 25bp fall P138,681,509 701,700,847 Foreign Currency Risk The Group’s foreign exchange risk originates from its holdings of foreign currency-denominated assets (foreign exchange assets) and foreign currency-denominated liabilities (foreign exchange liabilities). Foreign exchange liabilities generally consist of foreign currency-denominated deposits in the Group’s FCDU account made in the Philippines or generated from remittances to the Philippines by persons overseas who retain for their own benefit or for the benefit of a third party, foreign currency deposit accounts with the Group. Foreign currency liabilities are generally used to fund the Group’s foreign exchange assets which generally consist of foreign currencydenominated loans and investments in the FCDU. Banks are required by the BSP to match the foreign currency-denominated assets with liabilities held in the FCDU that are denominated in the same foreign currency. In addition, the BSP requires a 30% liquidity reserve on all foreign currency-denominated liabilities held in the FCDU. The Group’s policy is to maintain foreign currency exposure within existing regulations, and within acceptable risk limits. The Group believes in ensuring its foreign currency is at all times within limits prescribed for financial institutions who are engaged in the same types of businesses in which the Group and its subsidiaries are engaged. The table below summarizes the Group’s and Parent Company’s exposure to foreign exchange risk. Included in the table are the Group’s and Parent Company’s assets and liabilities at carrying amounts (stated in US Dollars), categorized by currency (in thousands): Consolidated 2013 2012 Other Other USD Currencies Total PHP USD Currencies Total PHP Assets Cash and other cash items $9,674 $2,978 $12,652 P561,692 $11,465 $2,885 $14,350 P589,051 Due from other banks 482,367 17,507 499,874 22,191,914 71,650 18,663 90,313 3,707,348 Financial assets at FVPL 50,347 1,422 51,769 2,298,297 44,911 2,059 46,970 1,928,136 AFS financial assets 352,368 1,497 353,865 15,676,194 470,575 1,508 472,083 19,379,019 HTM financial assets 269,465 3,597 273,062 12,122,589 404,123 3,397 407,520 16,728,710 Loans and receivables 917,188 4,271 921,459 40,908,151 588,936 – 588,936 24,175,822 Accrued interest receivable 17,852 322 18,174 806,848 19,585 335 19,920 817,702 Other assets 233 2 235 10,436 21,472 – 21,472 850,859 $28,847 $1,661,564 P68,176,647 $2,099,494 $31,596 $2,131,090 P94,576,121 $1,632,717 (Forward) Annual Report 2013 119 NOTES TO FINANCIAL STATEMENTS Liabilities Deposit liabilities Bills payables Accrued interest and other expenses Other liabilities Currency spot Currency forwards Net Exposure 2013 Other USD Currencies $1,586,248 186,293 17,852 233 1,790,626 16,876 (337,720) ($11,976) Consolidated Total 2012 Other USD Currencies PHP Total PHP $12,133 $1,598,381P70,960,118 $1,302,189 − 186,293 8,270,476 6,312 $13,530 $1,315,719 P54,010,287 – 6,312 259,102 9 2,142 14,284 (1,376) − $15,936 11 539 14,080 – – $14,767 17,861 112,118 2,375 1,105,154 1,804,910 80,447,866 15,500 688,258 (337,720)(15,338,006) $3,960 (P521,493) 1,722 28,219 1,338,442 13,500 (321,127) ($13,352) 1,733 71,138 28,758 1,180,568 1,352,522 55,521,095 13,500 554,055 (321,127) (12,793,583) $1,415 P416,024 Parent Company USD Assets Cash and other cash items Due from other banks Financial assets at FVPL AFS financial assets HTM financial assets Loans and receivables Accrued interest receivable Other assets Liabilities Deposit liabilities Bills payables Accrued interest and other expenses Other liabilities Currency spot Currency forwards Net Exposure 2013 Other Currencies Total PHP USD 2012 Other Currencies Total PHP $9,631 477,207 50,347 344,757 269,465 917,188 17,651 233 2,086,479 $2,978 17,507 1,422 1,497 3,597 4,271 322 2 31,596 $12,609 494,714 51,769 346,254 273,062 921,459 17,973 235 2,118,075 P559,788 21,962,833 2,298,297 15,338,314 12,122,589 40,908,151 797,932 10,436 93,998,340 $11,275 67,691 44,911 455,765 404,123 588,936 19,180 21,471 1,613,352 $2,885 18,663 2,059 1,508 3,397 – 335 – 28,847 $14,160 86,354 46,970 457,273 407,520 588,936 19,515 21,471 1,642,199 P581,251 3,544,843 1,928,136 18,771,054 16,728,710 24,175,822 801,089 850,831 67,381,736 1,575,121 186,293 12,133 − 1,587,254 186,293 70,466,129 8,270,476 1,284,351 6,312 13,530 – 1,297,881 6,312 53,278,029 259,102 2,498 22,757 1,786,669 16,876 (337,720) ($21,034) 9 2,142 14,284 (1,376) – $15,936 1,677 27,020 1,319,360 13,500 (321,127) ($13,635) 11 539 14,080 – – $14,767 2,507 111,301 24,899 1,105,113 1,800,953 79,953,019 15,500 688,258 (337,720) (15,338,006) ($5,098) (P604,427) 1,688 69,273 27,559 1,131,351 1,333,440 54,737,755 13,500 554,055 (321,127) (12,793,583) $1,132 P404,453 The following table sets forth, for the period indicated, the impact of the range of reasonably possible changes in the US$ exchange rate and other currencies per Philippine peso on the pre-tax income and equity (in millions). 2013 USD Other USD Other 2012 USD Other USD Other 120 Change in Foreign Exchange Rate 2% 1% (2%) (1%) Change in Foreign Exchange Rate 2% 1% (2%) (1%) Consolidated Sensitivity of Pretax Income P49 1 (49) (1) Sensitivity of Equity P361 1 (361) (1) Consolidated Sensitivity of Pretax Income Sensitivity of Equity P36 1 (36) (1) P422 1 (422) (1) 2013 USD Other USD Other 2012 USD Other USD Other Change in Foreign Exchange Rate Parent Company Sensitivity of Pretax Income Sensitivity of Equity 2% 1% (2%) (1%) P49 1 (49) (1) P354 1 (354) (1) 2% 1% (2%) (1%) P36 1 (36) (1) P410 1 (410) (1) The impact in pre-tax income and equity is due to the effect of foreign currency behaviour to Philippine peso. Equity Price Risk Equity price risk is the risk that the fair values of equities change as a result of movements in both the level of equity indices and the value of individual stocks. The non-trading equity price risk exposure arises from the Group’s investment portfolio. The effect on the Group and Parent Company’s equity as a result of a change in the fair value of equity instruments held as availablefor-sale due to a reasonably possible change in equity indices, with all other variables held constant, is as follows (in millions): 2013 2012 2013 2012 Consolidated Change in equity index +10% -10% +10% -10% Effect on Equity P11.1 (6.9) 9.0 (9.0) Parent Company Change in equity index +10% -10% +10% -10% Effect on Equity P11.1 (6.9) 9.0 (9.0) Liquidity Risk and Funding Management Liquidity risk is generally defined as the current and prospective risk to earnings or capital arising from the Parent Company’s inability to meet its obligations when they become due without incurring unacceptable losses or costs. The Parent Company’s liquidity management involves maintaining funding capacity to accommodate fluctuations in asset and liability levels due to changes in the Parent Company’s business operations or unanticipated events created by customer behavior or capital market conditions. The Parent Company seeks to ensure liquidity through a combination of active management of liabilities, a liquid asset portfolio composed substantially of deposits in primary and secondary reserves, the securing of money market lines, and the maintenance of repurchase facilities to address any unexpected liquidity situations. Liquidity risk is monitored and controlled primarily by a gap analysis of maturities of relevant assets and liabilities reflected in the maximum cumulative outflow (MCO) report, as well as, an analysis of available liquid assets. Furthermore, internal liquidity ratios and monitoring of large funds providers have been set to determine sufficiency of liquid assets over deposit liabilities. Annual Report 2013 121 NOTES TO FINANCIAL STATEMENTS Liquidity is managed by the Parent and subsidiaries on a daily basis, while scenario stress tests are conducted periodically. The table below shows the maturity profile of the Parent Company’s assets and liabilities, based on contractual undiscounted cash flows: On demand Financial Assets Cash and other cash items Due from BSP Due from other banks Financial assets at FVPL AFS financial assets Loans and receivables Financial Liabilities Deposit liabilities Demand Savings Time Bills payable Manager’s checks Accrued interest and other expenses Derivative liabilities Other liabilities Accounts payable Acceptances payable Due to PDIC Margin deposits Miscellaneous Total liabilities Net Position Less than 1 year December 31, 2013 1 to 2 years 2 to 3 years 3 to 5 years (In Millions) Total P7,035 75,678 23,216 – – – 105,929 P– – – 369 2,623 107,116 110,108 P– – – 282 2,598 18,441 21,321 P– – – 546 3,728 13,947 18,221 P– – – 10,516 50,387 90,351 151,254 P7,035 75,678 23,216 11,713 59,336 229,855 406,833 75,633 – – – – – – – 197,466 60,378 4,019 704 1,446 155 – − 303 2,108 – – – – − 3,129 2,337 – – – – − 4,591 8,475 – – – 75,633 197,466 68,401 16,939 704 1,446 155 – – – – – 2,411 P18,910 – – – – – 5,466 P12,755 – – – – – 13,066 P138,188 618 955 317 1 979 363,614 P43,219 3 to 5 years Total – – – – – 75,633 P30,296 618 955 317 1 979 267,038 (P156,930) December 31, 2012 Financial Assets Cash and other cash items Due from BSP Due from other banks Financial assets at FVPL AFS financial assets Loans and receivables Financial Liabilities Deposit liabilities Demand Savings Time Bills payable Manager’s checks Accrued interest and other expenses Derivative liabilities Other liabilities Accounts payable Acceptances payable Due to PDIC Margin deposits Miscellaneous Total liabilities Net Position 122 On demand Less than 1 year P5,997 37,597 4,290 – – – 47,884 P– – – 7,542 5,546 110,031 123,119 P– – – 375 5,410 14,862 20,647 P– – – 375 3,865 9,708 13,948 – – – 5,375 42,857 76,327 124,559 P5,997 37,597 4,290 13,667 57,678 210,928 330,157 60,084 – – – – – – – 113,539 49,445 2,696 736 1,557 571 – 164 512 54 – – – – 37,986 410 46 – – – – 4,432 1,294 – – – 60,084 151,689 54,799 4,090 736 1,557 571 – – – – – 60,084 (P12,200) 805 271 234 3 1,176 171,033 (P47,914) – – – – – 730 P19,917 – – – – – 38,442 (P24,494) – – – – – 5,726 118,833 805 271 234 3 1,176 276,015 P54,142 1 to 2 years 2 to 3 years (In Millions) Starting mid-2011, the Parent Company revised its liquidity risk management policies, methodologies, assumptions, stress scenarios limits structure, monitoring and reporting process to Behavioral MCO to strengthen the management of liquidity risk. 7. DUE FROM BSP AND OTHER BANKS AND SPURA Due from BSP This account consists of: Demand deposit account Special deposit account Others Consolidated 2013 2012 P49,018,604,183 P38,427,320,508 29,851,000,000 2,200,000,000 98,528,339 32,362,451 P78,968,132,522 P40,659,682,959 Parent Company 2013 2012 P48,179,783,709 P 37,565,093,089 27,400,000,000 – 98,528,339 32,362,451 P75,678,312,048 P37,597,455,540 Consolidated 2013 2012 P15,159,212,398 P2,163,786,372 8,726,325,730 2,363,590,626 P23,885,538,128 P4,527,376,998 Parent Company 2013 2012 P14,718,331,172 P2,088,534,969 8,497,244,185 2,201,085,253 P23,215,575,357 P4,289,620,222 Due from Other Banks This account consists of: Foreign banks Local banks SPURA This account bears nominal annual interest rates ranging from 3.50% to 4.41% in 2012 and from 4.00% to 4.70% in 2011. Interest Income on Due from BSP and Other Banks This account consists of: Due from BSP Due from other banks 8. 2013 P450,734,237 31,002,663 P481,736,900 Consolidated 2012 P221,122,736 33,888,463 P255,011,199 2011 P555,943,966 49,176,403 P605,120,369 2013 P396,819,129 11,330,829 P408,149,958 Parent Company 2011 2012 P173,411,222 P545,213,923 15,141,468 28,910,322 P188,552,690 P574,124,245 DERIVATIVES, TRADING AND INVESTMENT SECURITIES Financial assets at FVPL This account consists of: Held-for-trading: Government bonds Treasury notes Private bonds and commercial papers Treasury bills Financial assets designated at FVPL (Note 20) Derivative assets (Note 24) 2013 2012 P2,289,626,987 1,885,968,182 893,905,336 – 5,069,500,505 4,856,408,376 495,514,172 P10,421,423,053 P2,486,034,631 3,943,476,439 484,724,705 107,585 6,914,343,360 4,999,995,000 252,339,832 P12,166,678,192 Financial assets designated at FVPL pertain to the Parent Company’s investments in preferred shares. The preferred shares are redeemable at the option of the issuer, at a price equivalent to the issue price of 75.00 per share plus cumulative and unpaid dividend, starting on the third anniversary from the listing date (September 28, 2012) or any dividend payment date thereafter. The preferred shares also contain dividend rate step-up which is the higher of the dividend rate of 7.50% or the 10-year PDST-F plus 300 bps. The dividend rate step-up will apply if the issuer does not redeem the preferred shares on the fifth year of issuance. The preferred shares have an embedded derivative in the form of an optional redemption feature, which is deemed not clearly and closely related to its equity host. In this regard, PAS 39 provides that if a contract contains one or more embedded derivatives, an entity may designate the entire hybrid contract at FVPL unless the embedded derivative does not significantly modify the cash flows that otherwise would be required by the contract, or it is clear with little or no analysis when a similar hybrid instrument is first considered that separation of the embedded derivative is prohibited. On this basis, management has determined that the preferred shares shall be designated as at FVPL. Annual Report 2013 123 NOTES TO FINANCIAL STATEMENTS As of December 31, 2013 and 2012, HFT securities include fair value loss of P39.92 million and of P56.91 million, respectively. Both realized and unrealized gains and losses on HFT and financial assets designated at FVPL are included under ‘Trading and securities gain - net’ (see Note 20). AFS financial assets This account consists of: Consolidated Quoted: Government bonds (Note 27) Private bonds Equities 2013 2012 (As restated Note 10) P39,635,113,012 3,555,275,367 150,459,385 43,340,847,764 P35,661,272,547 432,554,427 121,751,295 36,215,578,269 Parent Company 2013 2012 P38,658,871,304 3,394,861,168 143,418,541 42,197,151,013 P34,921,094,182 286,588,166 120,660,984 35,328,343,332 Unquoted: Credit-linked notes (host) Private bonds and commercial papers - net Equities - net * – 4,130,600,504 – 4,130,600,504 979,626,875 1,198,372,269 979,626,875 1,198,372,269 28,782,136 26,890,099 19,412,705 19,412,705 1,008,409,011 5,355,862,872 999,039,580 5,348,385,478 Total P44,349,256,775 P41,571,441,141 P43,196,190,593 40,676,728,810 * Includes fully impaired equity investments with acquisition cost of P 39.62 million for the Group and P 6.32 million for the Parent Company in 2013 and P 39.63 million for the Group and P 6.33 million for the Parent Company in 2012. Credit-linked notes (CLN) As approved by the BOD on August 6, 2008, the Parent Company invested US$100,000,000, in five separate CLNs of US$20,000,000 each. The CLNs are linked to the performance of a specific Republic of the Philippines (ROP) bond, the underlying bond collateral, and London Interbank Offer Rate (LIBOR). In the event of a credit event or a default event on the specific ROP bond or the bond collateral, the investment will unwind and the Parent Company will receive the deliverable obligation as defined under the contract. If no credit event or default event occurs, the Parent Company will receive the maturity value of the CLNs, which is the face amount. The CLNs bear floating interest based on 6-month USD LIBOR plus an agreed spread, payable semi-annually, and with tenor of five years. All CLNs matured in 2013. The embedded credit derivatives on the above CLNs have been bifurcated (see Note 24) and the host contracts were classified under AFS financial assets. Unquoted equity securities This account comprises of shares of stocks of private corporations that are carried at cost since fair value cannot be reliably estimated due to lack of reliable estimates of future cash flows and discount rates necessary to calculate the fair value. There is currently no market for these investments and the Group intends to hold them for the long term. Net unrealized gains (losses) AFS financial assets include fair value loss of P79.26 million and P73.86 million for the Group and Parent Company, respectively, as of December 31, 2013, and fair value gains of P1.36 billion and P1.34 billion for the Group and Parent Company, respectively, as of December 31, 2012. The fair value gains or losses are recognized under OCI. The deferred tax liabilities recognized on net unrealized gains amounted to P1.17 million and P1.84 million as of December 31, 2013 and 2012, respectively, for both the Group and Parent Company. Impairment loss on AFS financial assets which was charged to operations amounted to 5.13 million in 2012. No impairment loss was recognized in 2013 and 2011. HTM financial assets This account consists of: Consolidated Government bonds Private bonds Unamortized premium – net 2013 P11,713,844,329 358,933,575 12,072,777,904 77,768,925 P12,150,546,829 2012 (As restated Note 10) P12,274,025,013 331,889,250 12,605,914,263 87,319,150 P12,693,233,413 Parent Company 2013 P11,685,809,329 358,933,575 12,044,742,904 77,846,309 P12,122,589,213 2012 P12,245,970,013 331,889,250 12,577,859,263 87,466,516 P12,665,325,779 Reclassification of Financial Assets In 2008, as approved by its BOD, the Parent Company identified assets for which it had a clear change of intent to hold the investments to maturity rather than to exit or trade these investments in the foreseeable future and reclassified those investments from AFS financial assets to HTM financial assets effective October 2, 2008. 124 As of October 2, 2008, the total carrying value of AFS financial assets reclassified to HTM financial assets amounted to P9.04 billion, with unrealized losses of P47.44 million deferred under ‘Net unrealized gains (losses) on AFS financial assets’ under OCI. HTM financial assets reclassified from AFS financial assets with total face amount of P30.41 million matured in 2013. As of December 31, 2013 and 2012, HTM financial assets reclassified from AFS financial assets have the following balances: 2013 Government bonds* Private bonds** 2012 Government bonds* Private bonds** Face Value Original Cost P2,513,659 356,936 P2,870,595 P2,826,638 356,918 P3,183,556 Carrying Value (In Thousands) P2,652,572 347,865 P3,000,437 Unamortized Net Unrealized Fair Loss Deferred Value in Equity P3,020,586 401,253 P3,421,839 Amortization P6,800 (9,064) (P2,264) (P22,886) 12,335 (P10,551) P2,637,471 P2,509,729 P3,020,900 P9,388 (P18,654) P2,346,064 330,042 330,026 319,108 389,073 (10,925) 8,861 P2,676,106 P2,967,497 P2,828,837 P3,409,973 (P1,537) (P9,793) * Consist of US dollar-denominated bonds with face value of $52.89 million and $53.58 million as of December 31, 2013 and 2012, respectively, and euro-denominated bonds with face value of P2.71 million as of December 31, 2013 ** Consist of US dollar-denominated bonds with face value of $8.04 million Had these securities not been reclassified to HTM financial assets, additional mark-to-market gain that would have been credited to the statement of comprehensive income amounted to P421.40 million, P581.14 million and P542.60 million in 2013, 2012 and 2011, respectively. Effective interest rates on the reclassified securities range from 5.51% to 8.99%. The Parent Company expects to recover 100.00% of the principal and interest due on the reclassified investments totaling P3.72 billion and P3.69 billion, as of December 31, 2013 and 2012, respectively. No impairment loss was recognized on these securities in 2013, 2012 and 2011. Interest Income on Trading and Investment Securities This account consists of: Financial assets at FVPL AFS financial assets HTM financial assets 9. Consolidated Parent Company 2013 2012 2011 2013 2012 2011 P352,133,595 P298,948,370 P326,059,117 P352,133,595 P298,948,370 P326,059,117 1,811,974,578 2,078,764,841 2,341,486,771 1,744,705,222 1,818,703,205 2,292,266,252 1,063,232,965 996,120,825 1,245,703,384 1,061,457,141 1,179,913,311 1,238,841,033 P3,227,341,138 P3,373,834,036 P3,913,249,272 P3,158,295,958 P3,297,564,886 P3,857,166,402 LOANS AND RECEIVABLES This account consists of: Consolidated 2013 Loans and discounts Corporate and commercial lending Consumer lending Trade-related lending Others Unearned discounts Allowance for impairment and credit losses (Note 15) 2012 (As restated Note 10) Parent Company 2013 2012 P185,896,772,212 29,882,950,411 11,778,365,236 100,295,865 227,658,383,724 (484,400,529) 227,173,983,195 P163,075,101,419 23,238,472,198 11,358,214,153 102,120,411 197,773,908,181 (894,151,834) 196,879,756,347 P181,966,719,789 23,622,741,057 11,778,365,236 90,104,852 217,457,930,934 (378,681,663) 217,079,249,271 P160,805,057,068 20,344,340,534 11,358,214,153 92,566,722 192,600,178,477 (671,973,994) 191,928,204,483 (6,633,080,280) P220,540,902,915 (6,779,450,022) P190,100,306,325 (6,316,979,860) P210,762,269,411 (6,566,449,815) P185,361,754,668 The Group’s and Parent Company’s loans and discounts under corporate lending include unquoted debt securities with carrying amount of P2.38 billion and P2.04 billion as of December 31, 2013, respectively, and P2.77 billion and P2.43 billion as of December 31, 2012, respectively. Annual Report 2013 125 NOTES TO FINANCIAL STATEMENTS BSP Reporting Information on the amounts of secured and unsecured loans and receivables (gross of unearned discounts and allowance for impairment and credit losses) of the Group and Parent Company are as follows: Consolidated 2013 2012 (As restated - Note 10) Amounts % Amounts % Loans secured by: Real estate Chattel mortgage Deposit hold out Shares of stock of other banks (Note 28) Others Unsecured loans P34,238,716,703 20,072,559,602 3,173,880,795 15.04 P33,306,153,339 8.82 6,000,801,794 1.39 13,482,758,223 2,942,000,000 46,891,567,995 107,318,725,095 120,339,658,629 P227,658,383,724 1.29 640,965,000 20.60 39,467,176,399 47.14 92,897,854,755 52.86 104,876,053,426 100.00 P197,773,908,181 16.84 3.03 6.82 Parent Company 2013 Amounts % P31,636,943,961 17,924,950,148 3,137,272,126 0.32 2,942,000,000 19.96 46,891,567,995 46.97 102,532,734,230 53.03 114,925,196,704 100.00 P217,457,930,934 2012 Amounts % P31,772,993,920 4,317,209,252 13,432,382,805 16.50 2.24 6.98 1.35 640,965,000 21.57 38,679,273,894 47.15 88,842,824,871 52.85 103,757,353,606 100.00 P192,600,178,477 0.33 20.08 46.13 53.87 100.00 14.55 8.24 1.44 Loans and receivables of the Group amounting to nil and P2.06 billion as of December 31, 2013 and 2012, respectively, are pledged to secure certain bills payable to the BSP under the Parent Company’s rediscounting privileges (see Note 17). Information on the concentration of credit as to industry of the Group and Parent Company follows: Real estate, renting and business services Wholesale and retail trade Manufacturing Financial intermediaries Transportation, storage and communication Electricity, gas and water Construction Agriculture Mining and quarrying Others Real estate, renting and business services Wholesale and retail trade Manufacturing Financial intermediaries Transportation, storage and communication Electricity, gas and water Construction Agriculture Mining and quarrying Others 2013 Amounts P60,230,149,588 34,434,621,617 32,723,302,187 19,509,696,732 18,728,510,372 13,361,046,785 6,074,279,567 4,174,326,839 803,749,446 37,618,700,591 P227,658,383,724 Consolidated 2012 (As restated - Note 10) % Amounts % 26.46 P51,420,258,996 26.00 15.13 29,062,114,156 14.69 14.37 34,101,622,193 17.24 8.57 24,740,818,791 12.51 8.23 14,888,821,275 7.53 5.87 11,246,076,837 5.69 2.67 3,945,972,540 1.99 1.83 4,965,847,953 2.51 0.35 1,534,003,882 0.78 16.52 21,868,371,558 11.06 100.00 P197,773,908,181 100.00 Parent Company 2013 2012 Amounts % Amounts % P56,569,557,306 26.01 P50,067,613,011 26.00 33,660,321,224 15.48 28,282,448,431 14.68 32,678,273,990 15.03 33,981,574,046 17.64 18,716,522,416 8.61 24,671,627,406 12.81 18,424,306,894 8.47 14,518,224,558 7.54 13,360,581,687 6.14 11,245,143,731 5.84 5,962,632,897 2.74 3,751,352,625 1.95 4,163,167,175 1.92 4,945,980,599 2.57 802,688,379 0.37 1,534,003,882 0.80 33,119,878,966 15.23 19,602,210,188 10.17 P217,457,930,934 100.00 P192,600,178,477 100.00 The BSP considers that loan concentration exists when the total loan exposure to a particular industry or economic sector exceeds 30.00% of total loan portfolio. As of December 31, 2013 and 2012, the Group does not have credit concentration in any particular industry. As of December 31, 2013 and 2012, secured and unsecured NPLs of the Group and Parent Company follow: Secured Unsecured Consolidated 2013 2012 P2,370,944,220 P3,253,879,192 2,152,985,178 1,772,360,572 P4,523,929,398 P5,026,239,764 Parent Company 2013 2012 P2,055,920,376 P3,085,572,847 2,062,015,314 1,717,059,011 P4,117,935,690 P4,802,631,858 Generally, NPLs refer to loans whose principal and/or interest is unpaid for thirty (30) days or more after due date or after they have become past due in accordance with existing BSP rules and regulations. This shall apply to loans payable in lump sum and loans payable in quarterly, semi-annual, or annual installments, in which case, the total outstanding balance thereof shall be considered nonperforming. 126 In the case of loans that are payable in monthly installments, the total outstanding balance thereof shall be considered nonperforming when three (3) or more installments are in arrears. In the case of loans that are payable in daily, weekly, or semi-monthly installments, the total outstanding balance thereof shall be considered nonperforming at the same time that they become past due in accordance with existing BSP regulations, i.e., the entire outstanding balance of the receivable shall be considered as past due when the total amount of arrearages reaches ten percent (10.00%) of the total loan balance. Loans are classified as nonperforming in accordance with BSP regulations, or when, in the opinion of management, collection of interest or principal is doubtful. Loans are not reclassified as performing until interest and principal payments are brought current or the loans are restructured in accordance with existing BSP regulations, and future payments appear assured. Loans which do not meet the requirements to be treated as performing loans shall also be considered as NPLs. Effective January 1, 2013, the exclusion of NPLs classified as loss but are fully covered by allowance was removed by the BSP through Circular No. 772. Previous banking regulations allow banks that have no unbooked valuation reserves and capital adjustments to exclude from nonperforming classification those loans classified as Loss in the latest examination of the BSP which are fully covered by allowance for credit losses, provided that interest on said receivables shall not be accrued. As of December 31, 2012, under previous banking regulations, NPLs of the Group and Parent Company net of those which are fully provided with allowance for credit losses of amounted to P4.06 billion and P3.84 billion, respectively. As of December 31, 2013, based on the revised definition of NPL under Circular No. 772, gross and net NPLs of the Parent Company as reported to BSP amounted to P4.12 billion and P0.25 billion, respectively. As of December 31, 2013, gross and net NPL ratios of the Parent Company are 1.92% and 0.12%, respectively. Interest Income on Impaired Loans Accretion of individually impaired loans and receivables of the Parent Company included as part of interest income amounted to P63.18 million in 2011. There were no interest income accreted on individually impaired loans in 2013 and 2012. 10. EQUITY INVESTMENTS The Parent Company’s investments consist of: Subsidiaries: CBSI (Note 13) Unity Bank CBC Forex Corporation CBC-PCCI CIBI Associate: Manulife China Bank Life Assurance Corporation (MCB Life) 2013 2012 P1,473,810,787 400,000,000 50,000,000 2,439,000 1,500,000 1,927,749,787 P1,473,607,513 400,000,000 50,000,000 2,439,000 1,500,000 1,927,546,513 21,245,838 P1,948,995,625 21,245,838 P1,948,792,351 The foregoing balances represent the acquisition cost of the Parent Company’s subsidiaries and associate. CBSI Cost of investment includes the original amount incurred by the Parent Company from its acquisition of CBSI in 2007 amounting to P1.07 billion (net of goodwill and branch licenses transferred to the Parent Company amounting to P0.66 million) and additional acquisition of non- controlling interest in 2013 and 2012 of P0.20 million and P1.37 million, respectively. Additional acquisitions brought up the Parent Company’s interest in CBSI to 95.25% and 95.24% as of December 31, 2013 and 2012, respectively. CBC Forex On May 5, 2009 the BOD approved to dissolve the operations of the Company by shortening its corporate life until December 31, 2009. The Company is still in the process of liquidation and awaiting clearance from regulatory bodies to effect dissolution. Unity Bank On September 7, 2012, in line with the BSP’s SPRB Plus, the Parent Company and the majority shareholders of Unity Bank (the Parties) entered into a MOA, whereby the Parent Company agreed to buy and the majority shareholders agreed to sell 2,998,454 shares representing the latter’s 99.949% ownership in Unity Bank. The purchase price of the acquisition of Unity Bank, net of the unpaid subscription, amounted to P30.00 million which is payable as follows: a. P20.00 million - within 24 hours from receipt of the approval by the BSP of the sale/purchase for incentives under the BSP’s SPRB Plus; b. P10.00 million - upon the execution of Deed of Assignment of Shares but no earlier than the approval required of the BSP, which amount shall be earmarked to pay off all Unity Bank employee’s separation pay. Annual Report 2013 127 NOTES TO FINANCIAL STATEMENTS In accordance with the MOA, the Parties entered into an Escrow Agreement with CBSI on September 20, 2012. As escrow agent, CBSI held in trust the purchase price in favor of the Parties pending the approval of the BSP of the acquisition of Unity Bank. Under the Escrow Agreement, the Parties further agreed for an additional purchase price of 10.00 million which will be contingent on the outcome of the valuation of the investment properties of Unity Bank. The investment properties subject of valuation is enumerated in the List of Foreclosed & Acquired Properties as of July 17, 2012 (“Contingent Accounts”), which Unity Bank provided to the Parent Company. The contingent amount will be released to the majority shareholders ninety (90) calendar days from the approval of the BSP of the acquisition of Unity Bank and when the appraised values of the investment properties, which are determined by appraisers mutually agreed upon by the Parties, shall be at least 60.00% of the investment properties’ book value of P261.00 million. The book value is based on the June 30, 2012 unaudited balance sheet and income statement of Unity Bank. If the appraised value of the investment properties fall below 60.00% of the book value, no additional purchase price shall be paid to the majority shareholders and the contingent amount will be released to the Parent Company. As of December 31, 2013, the remaining balance under escrow amounted to P1.70 million. On November 20, 2012, the BSP approved the acquisition by the Parent Company of the 99.949% outstanding shares of Unity Bank. As of this date, the Parent Company effectively obtained control of Unity Bank. The Parent Company accounted for the transaction under the acquisition method of PFRS 3. In accordance with PFRS 3, the Parent Company determined the cost of the acquisition to be P30.00 million, which excludes the 10.00 million purchase price that is earmarked as payment for the separation pay of Unity Bank’s employees. The Parent Company accounted for such amount as additional capital infusion to Unity Bank. The fair value of the identifiable assets and liabilities of Unity Bank as at November 20, 2012 follows: Fair Value Recognized on Acquisition (As restated) Assets Cash and other cash items Due from BSP Due from other banks Available for sale investments HTM financial assets Loans and receivables Bank premises, furniture, fixtures and equipment Investment properties Branch licenses Sales contracts receivable Other assets Total Liabilities Deposit liabilities Accrued expenses Deferred tax liabilities (Note 26) Other liabilities Total Net Assets Share in the fair value of the net assets acquired (99.949%) P23,233,626 24,535,196 267,240,919 1,090,311 27,907,634 349,069,402 31,556,252 277,550,900 20,846,202 360,000,000 9,894,395 P1,392,924,837 P980,018,443 12,628,741 133,326,974 70,965,233 1,196,939,391 P195,985,446 P195,885,493 Part of the identifiable assets the Parent Company recognized from the acquisition are the 24 branch licenses on restricted areas which the BSP provided as incentive under the SPRB Plus. The branch licenses are granted under the SPRB Plus to make up for the expected shortfall in the net assets of acquiree banks. The net assets recognized in the 2012 financial statements were based on a provisional assessment of their fair value while post due diligence of the assets and liabilities of Unity Bank, including appraisal of all of its real properties by an external appraiser, is completed by the Parent Company. After completion of the post due diligence review, the fair value acquired from Unity Bank and the gain on bargain purchase recognized by the Parent Company decreased by P103.85 million. The decrease primarily resulted from the identification of additional nonperforming loans, provisions, tax and rental liabilities. The 2012 comparative information was restated to reflect the adjustment to the provisional amounts. The resulting gain on bargain purchase based on the final fair values of the net assets acquired from Unity Bank amounted to P165.89 million. This amount is included under ‘Miscellaneous income’ in the statements of income. 128 The impact on 2012 financial statement accounts as a result of restatement to effect the final fair values of the assets acquired and liabilities assumed from Unity Bank follows: Increase (decrease) in: Balance sheet Assets AFS financial assets HTM financial assets Loans and receivables Accrued interest receivable Bank premises, furniture, fixtures and equipment Investment properties Deferred tax assets Other assets Liabilities Income tax payable Accrued interest and other expenses Other liabilities December 31, 2012 P1,090,311 (1,019,028) (45,029,437) 2,625,219 (5,150,263) 3,453,000 3,055,915 (12,468,402) 334,900 6,685,452 43,437,045 Equity Equity attributable to equity holders of the Parent Company Surplus Non-controlling interest (103,847,093) (52,989) Statement of income Miscellaneous income (103,847,093) Cash flow on acquisition follows: Cash and cash equivalents acquired from Unity Bank* Cash paid Net cash inflow * Includes Cash and other cash items, Due from BSP and Due from other banks. P315,009,741 (30,000,000) P285,009,741 On December 12, 2012, the Parent Company made additional capital infusion to Unity Bank of P360.00 million to maintain the latter’s capital adequacy ratio (CAR) at a minimum of 10.00% in light of recording additional loan loss provisioning required by the BSP. Investment in associates Investment in associates in the consolidated financial statements pertain to the Parent Company’s investment in MCB Life and CBC-PCCI’s investment in Urban Shelters (accounted for by CBC-PCCI in its financial statements as an investment in an associate) which is carried at nil amount as of December 31, 2013 and 2012. The equity in net earnings of these investments is not significant to the Group. MCB Life On August 2, 2006, the BOD approved the joint project proposal of the Parent Company with Manufacturers Life Insurance Company (Manulife). Under the proposal, the Parent Company will invest in a life insurance company owned by Manulife, and such company will be offering innovative insurance and financial products for health, wealth and education through the Parent Company’s branches nationwide. The life insurance company was incorporated as The Pramerica Life Insurance Company Inc. in 1998 but the name was changed to Manulife China Bank Life Assurance Corporation on March 23, 2007. The Parent Company acquired 5.00% interest of MCB Life on August 8, 2007. This investment is accounted for as an investment in an associate by virtue of the Bancassurance Alliance Agreement which provides the Parent Company to be represented in MCB Life’s BOD and, thus, exercise significant influence over the latter. The BSP requires the Parent Company to maintain a minimum of 5% ownership over MCB Life in order for MCB Life to be allowed to continue distributing its insurance products through the Parent Company’s branches. Commission income earned by the Parent Company from its bancassurance agreement amounting to P294.80 million, P214.57 million and P178.27 million in 2013, 2012 and 2011, respectively, is included under ‘Miscellaneous income’ in the statements of income (Note 20). Annual Report 2013 129 NOTES TO FINANCIAL STATEMENTS 11. BANK PREMISES, FURNITURE, FIXTURES AND EQUIPMENT The composition of and movements in this account follow: Consolidated Land Furniture, Fixtures and Equipment Buildings Cost Balance at beginning of year P2,464,639,930 P4,615,682,659 P1,526,411,978 Additions − 632,080,470 15,392,179 Disposals/transfers* 7,195,289 (138,238,786) 2,479,146 Balance at end of year 2,471,835,219 5,109,524,343 1,544,283,303 Accumulated Depreciation and Amortization Balance at beginning of year − 3,583,863,946 651,028,573 Depreciation and amortization − 458,386,423 98,452,429 Disposals/transfers* − (137,237,727) (7,646) Balance at end of year − 3,905,012,642 749,473,356 Accumulated Impairment (Note 15) Balance at beginning of year − − − Reclassification − 4,628,835 − Balance at end of year − 4,628,835 − P794,809,947 Net Book Value at End of Year P2,471,835,219 P1,199,882,866 *Includes transfers from investment properties amounting to P15.44 million. Leasehold Improvements Constructionin-Progress 2013 Total P853,865,207 129,742,485 (10,363,988) 973,243,704 P− 388,025,941 − 388,025,941 P9,460,599,774 1,165,241,075 (138,928,339) 10,486,912,510 470,390,884 88,688,560 (11,222,171) 547,857,273 − − − − 4,705,283,403 645,527,412 (148,467,544) 5,202,343,271 − − − P425,386,431 − − − P388,025,941 − 4,628,835 4,628,835 P5,279,940,404 Consolidated (As restated - Note 10) Cost Balance at beginning of year Additions Acquisition of Unity Bank Disposals/reclassification Balance at end of year Accumulated Depreciation and Amortization Balance at beginning of year Depreciation and amortization Disposals/reclassification Balance at end of year Accumulated Impairment (Note 15) Balance at beginning of year Reclassification Balance at end of year Net Book Value at End of Year Land Furniture, Fixtures and Equipment Buildings Leasehold Improvements Constructionin-Progress 2012 Total P2,450,749,930 – 13,890,000 – 2,464,639,930 P4,235,059,123 516,247,974 2,066,774 (137,691,212) 4,615,682,659 P1,564,868,018 43,778,146 11,203,470 (93,437,656) 1,526,411,978 P763,255,613 112,224,836 4,396,008 (26,011,250) 853,865,207 P– – – – – P9,013,932,684 672,250,956 31,556,252 (257,140,118) 9,460,599,774 – – – – 3,262,664,839 431,391,533 (110,192,426) 3,583,863,946 422,562,028 174,796,525 53,670,020 651,028,573 391,294,477 91,348,836 (12,252,429) 470,390,884 – – – – 4,076,521,344 697,536,894 (68,774,835) 4,705,283,403 – – – P2,464,639,930 – – – P1,031,818,713 15,202,948 (15,202,948) – P875,383,405 – – – P383,474,323 – – – P– 15,202,948 (15,202,948) – P4,755,316,371 Land Furniture, Fixtures and Equipment 2013 Total Parent Company Cost Balance at beginning of year Additions Disposals/reclassification Balance at end of year Accumulated Depreciation and Amortization Balance at beginning of year Depreciation and amortization Disposals/reclassification Balance at end of year Net Book Value at End of Year 130 P2,321,830,036 – – 2,321,830,036 P4,343,050,069 514,451,997 (99,600,692) 4,757,901,374 – – – – P2,321,830,036 3,423,135,745 405,742,449 (95,142,021) 3,733,736,173 P1,024,165,201 Buildings Leasehold Improvements Constructionin-Progress P1,099,864,750 5,625,935 – 1,105,490,685 P739,962,496 86,432,155 1,469,841 827,864,492 P– 388,025,941 − 388,025,941 P8,504,707,351 994,536,028 (98,130,851) 9,401,112,528 455,588,421 67,523,136 734,437 523,845,994 P304,018,498 – – – – P388,025,941 4,263,847,667 506,032,386 (94,415,230) 4,675,464,823 P4,725,647,705 385,123,501 32,766,801 (7,646) 417,882,656 P687,608,029 Parent Company Cost Balance at beginning of year Additions Disposals/reclassification Balance at end of year Accumulated Depreciation and Amortization Balance at beginning of year Depreciation and amortization Disposals/reclassification Balance at end of year Net Book Value at End of Year Land Furniture, Fixtures and Equipment Buildings Leasehold Improvements Constructionin-Progress 2012 Total P2,321,830,036 – – 2,321,830,036 P4,007,963,944 465,308,732 (130,222,607) 4,343,050,069 P1,090,509,612 21,596,345 (12,241,207) 1,099,864,750 P673,579,473 72,800,057 (6,417,034) 739,962,496 P– – – – P8,093,883,065 559,705,134 (148,880,848) 8,504,707,351 – – – – P2,321,830,036 3,136,651,713 395,981,040 (109,497,008) 3,423,135,745 P919,914,324 353,201,165 36,841,933 (4,919,597) 385,123,501 P714,741,249 377,215,989 78,372,432 – 455,588,421 P284,374,075 – – – – P– 3,867,068,867 511,195,405 (114,416,605) 4,263,847,667 P4,240,859,684 The Group adopted the deemed cost model as of January 1, 2004 and considered the carrying value of the land determined under its previous accounting method (revaluation method) as the deemed cost of the asset as of January 1, 2005. Accordingly, revaluation increment amounting to P1.28 billion was closed to surplus (Note 22) in 2011. In 2011, depreciation and amortization amounting to P555.16 million and P509.81 million for the Group and Parent Company, respectively, are included in the statements of income under ‘Depreciation and amortization’ account. On August 26, 2011, the Parent Company was registered as an Economic Zone Information Technology (IT) Facilities Enterprise with the Philippine Economic Zone Authority (PEZA) to operate and maintain a proposed 17-storey building located inside the CBP-IT Park in Barangays Mabolo, Luz, Hipodromo, Carreta, and Kamputhaw, Cebu City, for lease to PEZA-registered IT enterprises, and to be known as China Bank Tower. This registration is under PEZA Registration Certificate No. 11-03-F. Under this registration, the Bank is entitled to five percent (5%) final tax on gross income earned from locator IT enterprises and related operations in accordance with existing PEZA rules. The Bank shall also be exempted from the payment of all national and local taxes in relation to this registered activity. As of December 31, 2013, China Bank Tower has not commenced commercial operations. The building is still under construction and projected to be operational by 2014. 12. INVESTMENT PROPERTIES The composition of and movements in this account follow: Land Cost Balance at beginning of year P3,534,381,180 Additions 372,157,950 Disposals/write-off/transfers* (631,380,624) Balance at end of year 3,275,158,506 Accumulated Depreciation and Amortization Balance at beginning of year − Depreciation and amortization − Disposals/write-off/transfers* − Balance at end of year P− (Forward) Accumulated Impairment Loss (Note 15) Balance at beginning of year P1,306,987,244 Provisions during the year − Reclassification (73,828,444) Balance at end of year 1,233,158,800 Net Book Value at End of Year P2,041,999,706 *Includes transfers to bank premises amounting to P15.44 million. Consolidated Buildings and Improvements 2013 Total P1,384,739,653 65,350,797 (208,749,601) 1,241,340,849 P4,919,120,833 437,508,747 (840,130,225) 4,516,499,355 660,649,571 107,358,622 (102,365,322) P665,642,871 660,649,571 107,358,622 (102,365,322) P665,642,871 P132,172,378 2,580,829 72,414,985 207,168,192 P368,529,786 P1,439,159,622 2,580,829 (1,413,459) 1,440,326,992 P2,410,529,492 Annual Report 2013 131 NOTES TO FINANCIAL STATEMENTS Cost Balance at beginning of year Additions Acquisition of Unity Bank Disposals/write-off Balance at end of year Accumulated Depreciation and Amortization Balance at beginning of year Depreciation and amortization Disposals/write-off Balance at end of year Accumulated Impairment Loss (Note 15) Balance at beginning of year Disposals/write-off Reclassification Balance at end of year Net Book Value at End of Year Cost Balance at beginning of year Additions Disposals/write-off Balance at end of year Accumulated Depreciation and Amortization Balance at beginning of year Depreciation and amortization Disposals/write-off Balance at end of year Accumulated Impairment Loss (Note 15) Balance at beginning and end of year Net Book Value at End of Year Cost Balance at beginning of year Additions Disposals/write-off Balance at end of year Accumulated Depreciation and Amortization Balance at beginning of year Depreciation and amortization Disposals/write-off Balance at end of year Accumulated Impairment Loss (Note 15) Balance at beginning of year Disposals/write-off Transfer Balance at end of year Net Book Value at End of Year Consolidated (As restated - Note 10) Buildings and Land Improvements 2012 Total P3,801,810,369 49,106,437 219,547,433 (536,083,059) 3,534,381,180 P1,417,489,369 85,784,051 58,003,467 (176,537,234) 1,384,739,653 P5,219,299,738 134,890,488 277,550,900 (712,620,293) 4,919,120,833 – – – – 637,719,163 127,758,913 (104,828,505) 660,649,571 637,719,163 127,758,913 (104,828,505) 660,649,571 1,098,256,241 (4,110,750) 212,841,753 1,306,987,244 P2,227,393,936 68,428,112 (283,601) 64,027,867 132,172,378 P591,917,704 1,166,684,353 (4,394,351) 276,869,620 1,439,159,622 P2,819,311,640 Land Parent Company Buildings and Improvements 2013 Total P3,255,787,462 359,613,722 (597,960,384) 3,017,440,800 – – – – P1,232,341,127 60,015,237 (161,821,126) 1,130,535,238 P4,488,128,589 419,628,959 (759,781,510) 4,147,976,038 636,022,201 89,714,056 (88,950,986) 636,785,271 636,022,201 89,714,056 (88,950,986) 636,785,271 1,230,710,193 P1,786,730,607 202,388,566 P291,361,401 1,433,098,759 P2,078,092,008 Land Parent Company Buildings and Improvements 2012 Total P3,741,717,431 48,826,192 (534,756,161) 3,255,787,462 P1,330,504,819 73,842,200 (172,005,892) 1,232,341,127 P5,072,222,250 122,668,392 (706,762,053) 4,488,128,589 – – – P– 617,149,727 109,718,073 (90,845,599) P636,022,201 617,149,727 109,718,073 (90,845,599) P636,022,201 P1,026,121,765 (4,110,750) 208,699,178 1,230,710,193 P2,025,077,269 P123,677,893 (283,601) 78,994,274 202,388,566 P393,930,360 P1,149,799,658 (4,394,351) 287,693,452 1,433,098,759 P2,419,007,629 The Group’s investment properties consist entirely of real estate properties acquired in settlement of loans and receivables. The difference between the fair value of the investment property upon foreclosure and the carrying value of the loan is recognized under ‘Gain on asset foreclosure and dacion transactions’ in the statements of income. In 2011, depreciation and amortization amounting to P160.95 million and P155.92 million for the Group and Parent Company, respectively, are included in the statements of income under ‘Depreciation and amortization’ account. 132 Details of rent income earned and direct operating expenses incurred on investment properties follow: Rent income on investment properties Direct operating expenses on investment properties generating rent income Direct operating expenses on investment properties not generating rent income Rent income on investment properties Direct operating expenses on investment properties generating rent income Direct operating expenses on investment properties not generating rent income 2013 P13,392,985 Consolidated 2012 P36,590,737 2011 P60,901,894 6,733,827 5,298,199 9,290,776 74,096,497 47,874,641 33,765,717 2013 P8,833,767 Parent Company 2012 P16,058,824 2011 P34,305,415 6,733,827 5,298,199 9,290,776 71,791,484 41,107,203 32,084,887 Rent income earned from leasing out investment properties is included under ‘Miscellaneous income’ in the statements of income. As of December 31, 2013 and 2012, fair values of investment properties amounted to P6.56 billion and P7.16 billion, respectively, for the Group and P6.18 billion and P6.38 billion, respectively, for the Parent Company. 13. GOODWILL AND BRANCH LICENSES Branch licenses and goodwill in the Parent Company’s balance sheet amounting to P455.00 million and P222.84 million, respectively, arose from the Parent Company’s acquisition of CBSI in 2007. On June 21, 2007, the Parent Company and the majority shareholders of CBSI entered into a MOA whereby the former agreed to buy and the latter agreed to sell 87.52% of their equity interest in CBSI for P1.65 billion. On September 3, 2007, the Parent Company’s officers were appointed as members of CBSI’s BOD. As of this date, the Parent Company effectively obtained control of CBSI. Subsequent thereto, a tender offer was made to all remaining shareholders of CBSI at the price of 214.65 per share. A total of 4.30% of CBSI’s common shares were subsequently acquired through a tender offer, which expired on January 15, 2008. The acquisition resulted in recognition of goodwill determined as follows: Total cost of acquisition: Cost to acquire 87.52% Cost to acquire 4.30% Less: Fair value of net assets acquired Goodwill P1,650,283,292 84,689,943 1,734,973,235 1,512,132,034 P222,841,201 The Parent Company attributed the goodwill to factors such as increase in geographical presence and customer base due to the branches acquired. On November 21, 2007, the BOD approved the transfer of certain assets and liabilities (including certain branches) of CBSI to the Parent Company. As the economic value of goodwill arising from the CBSI acquisition can be attributed to the branches transferred, such goodwill was transferred to the books of the Parent Company. The branch licenses pertaining to the branches transferred were also transferred to the Parent Company. The transfers resulted in a reduction of the investment account of the Parent Company by P0.66 billion as of December 31, 2007. Since goodwill is attributed to the branches transferred, the Parent Company’s Branch Banking Group (BBG) has been identified as the CGU for impairment testing of the goodwill. The BBG has also been identified as the CGU for impairment testing of the branch licenses. The recoverable amount of the CGU has been determined based on a value-in-use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period, which do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset base of the CGU being tested. The discount rate applied to cash flow projections is 12.05% in 2013 and 11.89% in 2012 and cash flows beyond the five year-period are extrapolated using a steady growth rate of 1.00% and 3.00% in 2013 and 2012, respectively, which does not exceed the long-term average growth rate for the industry. Annual Report 2013 133 NOTES TO FINANCIAL STATEMENTS The calculation of the value-in-use of the CGU is most sensitive to the following assumptions: • • • • • Interest margin Discount rates Market share during the budget period Steady growth rate used to extrapolate cash flows beyond the budget period Local inflation rates With regard to the assessment of value-in-use of the CGU, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the goodwill and branch licenses to materially exceed its recoverable amount as of December 31, 2013 and 2012. 14. OTHER ASSETS This account consists of: Consolidated Financial Assets Accounts receivable SCR RCOCI Miscellaneous Sundry debit Prepaid expenses Others Total Nonfinancial Assets Net plan assets (Note 23) Creditable withholding taxes (CWT) Total Allowance for impairment and credit losses (Note 15) 2013 2012 (As restated Notes 2 and 10) Parent Company 2013 2012 (As restated Note 2) P2,246,848,092 496,495,246 74,677,585 P2,316,561,783 496,644,756 110,891,261 P2,050,625,476 425,543,982 74,677,585 P2,145,561,124 409,168,484 108,656,681 80,689,768 55,472,738 412,781,760 548,944,266 3,366,965,189 287,510,298 56,203,903 524,770,847 868,485,048 3,792,582,848 80,689,768 53,293,366 413,948,541 547,931,675 3,098,778,718 287,287,949 53,486,464 460,785,360 801,559,773 3,464,946,062 1,504,128,446 691,661,831 2,195,790,277 5,562,755,466 930,707,083 614,680,146 1,545,387,229 5,337,970,077 1,502,441,475 540,295,445 2,042,736,920 5,141,515,638 930,707,083 507,585,142 1,438,292,225 4,903,238,287 (761,634,930) P4,801,120,536 (631,521,551) P4,706,448,526 (743,048,784) P4,398,466,854 (613,734,269) P4,289,504,018 Accounts Receivable As of December 31, 2013 and 2012, about 76% and 79%, respectively, of the Parent Company’s accounts receivable represents final withholding taxes (FWT) imposed by the Bureau of Internal Revenue (BIR) and withheld by the Bureau of Treasury from the proceeds collected by the Parent Company upon maturity of the Poverty Eradication and Alleviation Certificates (PEACe) bonds on October 18, 2011. On October 17, 2011, the Parent Company together with seven other banks filed a joint petition against the BIR’s decision to impose 20% FWT on PEACe bonds. The high court issued a temporary restraining order in favor of these banks on the same day and ordered these banks to place in escrow an amount equivalent to the disputed withholding tax until final decision is rendered. However, the government withheld the 20% FWT from the proceeds of the PEACe bonds and held it in an escrow account with the Land Bank of the Philippines. As discussed in more detail in Note 2, the Parent Company considers several factors in determining whether a financial asset is impaired, including the present value of the expected future cash flows discounted at the asset’s original contractual effective rate. As of December 31, 2013 and 2012, the Parent Company, in consultation with its legal counsel has determined that the said accounts receivable is collectible. Accounts receivable also includes noninterest bearing advances to officers and employees, with terms ranging from 1 to 30 days and receivables of the Parent Company from ATM transactions of clients of other banks through any of the Parent Company’s ATM terminals. Miscellaneous Assets Miscellaneous assets - others consist mainly of documentary stamps, unissued stationary and supplies, inter-office float items, security deposits and deposits for various services. In the consolidated financial statements, miscellaneous assets - others include non-current assets held for sale which comprised of foreclosed vehicles amounting to P4.28 million and P9.40 million as of December 31, 2013 and 2012, respectively, for which management assessed that sale of such asset to be highly probable. 134 The following tables present the reconciliation of the movement of the allowance for impairment and credit losses on other assets: At January 1, 2013 Provisions during the year (Note 15) Transfers/others At December 31, 2013 At January 1, 2012 Provisions (reversals) of impairment losses (Note 15) Transfers/others At December 31, 2012 15. Consolidated Accounts Receivable P422,083,499 99,450,446 9,964,908 P531,498,853 SCR P14,778,501 2,786,601 4,630,676 P22,195,778 Miscellaneous P194,659,551 1,520,770 11,759,978 P207,940,299 Total P631,521,551 103,757,817 26,355,562 P761,634,930 P134,029,733 P14,222,891 P201,459,741 P349,712,365 27,026,356 261,027,410 P422,083,499 119,541 436,069 P14,778,501 (26,587) (6,773,603) P194,659,551 27,119,310 254,689,876 P631,521,551 Parent Company At January 1, 2013 Provisions during the year (Note 15) Transfers/others At December 31, 2013 Accounts Receivable P410,412,520 97,463,494 11,752,295 P519,628,309 SCR P14,342,432 2,786,601 4,630,676 P21,759,709 Miscellaneous P188,979,317 921,469 11,759,980 P201,660,766 Total P613,734,269 101,171,564 28,142,951 P743,048,784 At January 1, 2012 Provisions during the year (Note 15) Transfers/others At December 31, 2012 P133,849,332 16,054,584 260,508,604 P410,412,520 P14,222,891 119,541 – P14,342,432 189,053,933 – (74,616) P188,979,317 P337,126,156 16,174,125 260,433,988 P613,734,269 ALLOWANCE FOR IMPAIRMENT AND CREDIT LOSSES Changes in the allowance for impairment and credit losses are as follows: Consolidated 2013 Balances at beginning of year: Loans and receivables Investment properties Accrued interest receivable AFS financial assets Bank premises, furniture, fixtures and equipment Other assets Provisions charged to operations Accounts charged off and others (Forward) Balances at end of year: Loans and receivables (Note 9) Investment properties (Note 12) Accrued interest receivable AFS financial assets Bank premises, furniture, fixtures and equipment (Note 11) Other assets (Note 14) P6,779,450,022 1,439,159,622 81,113,369 39,625,921 – 631,521,551 8,970,870,485 414,335,872 (407,945,587) P6,390,285 2012 P7,569,243,302 1,166,684,353 84,282,814 33,397,735 15,202,948 349,712,365 9,218,523,517 236,756,182 (484,409,214) (P247,653,032) Parent Company 2013 P6,566,449,815 1,433,098,759 80,567,819 6,333,398 – 613,734,269 8,700,184,060 278,540,863 (381,845,861) (P103,304,998) 2012 P7,403,118,580 1,149,799,658 83,737,263 1,204,678 – 337,126,156 8,974,986,335 200,181,569 (474,983,844) (P274,802,275) P6,633,080,280 1,440,326,992 97,974,239 39,615,494 P6,779,450,022 1,439,159,622 81,113,369 39,625,921 P6,316,979,860 1,433,098,759 97,428,688 6,322,971 P6,566,449,815 1,433,098,759 80,567,819 6,333,398 4,628,835 761,634,930 P8,977,260,770 – 631,521,551 P8,970,870,485 – 743,048,784 P8,596,879,062 – 613,734,269 P8,700,184,060 At the current level of allowance for impairment and credit losses, management believes that the Group has sufficient allowance to cover any losses that may be incurred from the non-collection or non-realization of its loans and receivables and other risk assets. Annual Report 2013 135 NOTES TO FINANCIAL STATEMENTS A reconciliation of the allowance for credit losses on loans and receivables from customers, AFS financial assets and accrued interest receivable follows: Consolidated 2013 At January 1, 2013 Provisions (recoveries) during the year Transfers/others At December 31, 2013 Individual impairment Collective impairment Corporate Lending P5,724,591,365 Loans and Receivables Consumer Trade-related Lending Lending P458,641,413 P596,055,655 192,318,066 95,180,719 (739,100,069) 165,722,186 P5,177,809,362 P719,544,318 P3,076,957,279 P532,039,333 2,100,852,083 187,504,985 P5,177,809,362 P719,544,318 20,673,784 118,815,858 P735,545,297 P699,866,436 35,678,861 P735,545,297 Accrued Interest Receivable AFS Financial Assets Unquoted Others Total Securities P161,589 P6,779,450,022 P39,625,921 P81,113,369 5,096 308,177,665 14,618 (454,547,407) P181,303 P6,633,080,280 P177,704 4,309,040,752 3,599 2,324,039,528 P181,303 P6,633,080,280 (180,439) 17,041,309 P97,974,239 P97,974,239 – P97,974,239 – (10,427) P39,615,494 P39,615,494 – P39,615,494 Consolidated 2012 At January 1, 2012 Provisions (recoveries) during the year Transfers/others At December 31, 2012 Individual impairment Collective impairment Corporate Lending P6,300,241,913 Loans and Receivables Consumer Trade-related Lending Lending Others Total P353,900,062 P913,920,953 P1,180,374 P7,569,243,302 193,164,620 12,256,608 (915,413) (768,815,168) 92,484,743 (316,949,885) P5,724,591,365 P458,641,413 P596,055,655 P3,237,518,009 P501,127,048 P490,509,517 2,487,073,356 (42,485,635) 105,546,138 P5,724,591,365 P458,641,413 P596,055,655 – 204,505,815 (1,018,785) (994,299,095) P161,589 P6,779,450,022 P161,589 4,229,316,163 – 2,550,133,859 P161,589 P6,779,450,022 Accrued Interest Receivable AFS Financial Assets Unquoted Securities P33,397,735 P84,282,814 5,128,720 1,099,466 P39,625,921 P39,625,921 – P39,625,921 2,337 (3,171,782) P81,113,369 P81,113,369 – P81,113,369 Parent Company 2013 At January 1, 2013 Provisions (recoveries) during the year Transfers/others At December 31, 2013 Individual impairment Collective impairment Corporate Lending P5,549,707,297 AFS Financial Loans and Receivables Assets Consumer Trade-related Unquoted Lending Lending Others Total Securities P420,525,274 P596,055,655 P161,589 P6,566,449,815 P6,333,398 139,452,126 17,418,732 (727,641,130) 181,790,961 P4,961,518,293 P619,734,967 P3,039,928,029 P490,384,594 1,922,220,264 129,350,373 P4,962,148,293 P619,734,967 20,673,784 118,815,858 P735,545,297 P699,866,436 35,678,861 P735,545,297 5,096 177,549,738 14,618 (427,019,693) P181,303 P6,316,979,860 P177,704 P4,230,356,763 3,599 2,087,253,097 P181,303 P6,317,609,860 Accrued Interest Receivable P80,567,819 – (10,427) P6,322,971 P6,322,971 – P6,322,971 (180,439) 17,041,308 P97,428,688 P97,428,688 – P97,428,688 AFS Financial Assets Unquoted Securities P1,204,678 Accrued Interest Receivable P83,737,263 5,128,720 – P6,333,398 P6,333,398 – P6,333,398 2,336 (3,171,780) P80,567,819 P80,567,819 – P80,567,819 Parent Company 2012 At January 1, 2012 Provisions (recoveries) during the year Transfers/others At December 31, 2012 Individual impairment Collective impairment 136 Corporate Lending P6,136,549,012 Loans and Receivables Consumer Trade-related Lending Lending Others Total P351,468,241 P913,920,953 P1,180,374 P7,403,118,580 180,018,358 (226,557) (915,413) (766,860,073) 69,283,590 (316,949,885) P5,549,707,297 P420,525,274 P596,055,655 P3,077,670,385 P479,271,213 P490,509,517 2,472,036,912 (58,745,939) 105,546,138 P5,549,707,297 P420,525,274 P596,055,655 – 178,876,388 (1,018,785) (1,015,545,153) P161,589 P6,566,449,815 P161,589 P4,047,612,704 – 2,518,837,111 P161,589 P6,566,449,815 16. DEPOSIT LIABILITIES As of December 31, 2013 and 2012, 56.50% and 60.54% respectively, of the total deposit liabilities of the Group are subject to periodic interest repricing. The remaining deposit liabilities bear annual fixed interest rates ranging from 0.13% to 8.25% in 2013 and 2012, and 0.25% to 8.25% in 2011. On April 2, 2008, the Parent Company’s BOD authorized the issuance of Long-Term Negotiable Certificates of Deposit (LTNCDs) to expand its asset base. On August 8, 2008, the Parent Company issued 5-year LTNCDs with aggregate principal amount of 5.00 billion at par, which matured on August 9, 2013. As of December 31, 2012, the LTNCDs were included under the ‘Time deposit liabilities’ account. The LTNCDs bear a coupon rate of 8.25% per annum, payable quarterly at the end of each 3-month period. The statutory reserve for LTNCD is 2.00%. It is not subject to liquidity reserve in accordance with the Deposit Substitutes section of the MORB. On March 29, 2012, BSP Circular No. 753 was issued providing unification of the statutory and liquidity reserve requirement, non-remuneration of the unified reserve requirement, exclusion of cash in vault and demand deposits as eligible forms of reserve requirement compliance, and reduction in the unified reserve requirement ratios. As of December 31, 2013 and 2012, Due from BSP amounting to P48.04 billion and P37.57 billion, respectively, were set aside as reserves for deposit liabilities per latest report submitted by the Parent Company to the BSP. 17. BILLS PAYABLE The Group’s and the Parent Company’s bills payable consist of: 2013 P8,240,891,256 28,718,441 − 29,584,828 P8,299,194,525 Interbank loans payable Government lending programs BSP - rediscounting (Note 9) Others 2012 P− 1,207,178,185 2,060,527,961 259,101,827 P3,526,807,973 Interbank loans payable consist of the following dollar-denominated borrowings: Counterparty JP Morgan Chase London Citibank N.A. Manila Barclays Bank London Average term 3 months 3 years 2 years Interest rate 0.65% to 0.75% 1.69% 1.40% Amount P4,000,891,273 2,219,750,014 2,020,249,969 P8,240,891,256 As of December 31, 2013, the carrying amount of HTM and AFS financial assets pledged by the Parent Company as collateral for its interbank borrowings amounted to P6.81 billion and P2.54 billion, respectively. The fair value of HTM financial assets pledged as collateral amounted to P8.20 million as of December 31, 2013. Details of the government lending programs follow: Counterparty Development Bank of the Philippines Land Bank of the Philippines Social Security Services 18. Average term 6 years 5 years 3 years Rates 4.00% to 8.25% 5.13% 4.00% 2013 P27,646,333 1,072,108 − P28,718,441 2012 P781,349,950 425,819,366 8,869 P1,207,178,185 ACCRUED INTEREST AND OTHER EXPENSES This account consists of: Consolidated Accrued payable for employee benefits Accrued interest payable Accrued taxes and other licenses Accrued lease payable Accrued other expenses payable 2013 P752,231,486 388,391,903 134,295,387 67,125,802 159,880,900 P1,501,925,478 2012 (As restated Note 10) P642,125,261 558,128,732 72,402,968 60,914,579 288,661,567 P1,622,233,107 Parent Company 2013 P752,231,486 362,063,310 134,188,984 60,914,579 136,222,987 P1,445,621,346 2012 P642,125,261 534,128,856 72,347,367 60,914,579 247,322,027 P1,556,838,090 Annual Report 2013 137 NOTES TO FINANCIAL STATEMENTS 19. OTHER LIABILITIES This account consists of: Consolidated Financial liabilities Accounts payable Acceptances payable Due to the Treasurer of the Philippines Due to PDIC* Other credits-dormant Margin deposits Miscellaneous Total Nonfinancial liabilities Withholding taxes payable Retirement liabilities (Note 23) Total 2013 2012 (As restated Notes 2 and 10) P862,260,400 954,605,687 450,277,877 316,812,241 188,616,465 922,346 281,376,514 3,054,871,530 106,024,639 46,535,741 152,560,380 P3,207,431,910 Parent Company 2013 2012 P977,638,028 271,316,801 659,049,344 234,442,155 98,400,409 3,015,493 491,155,721 2,735,017,951 P618,051,235 954,605,687 450,277,877 316,812,241 188,616,465 922,346 193,357,500 2,722,643,351 P804,649,279 271,316,801 659,049,344 234,442,155 98,400,409 3,015,493 418,775,428 2,489,648,909 128,664,585 54,867,279 183,531,864 P2,918,549,815 93,734,234 – 93,734,234 P2,816,377,585 120,930,315 – 120,930,315 P2,610,579,224 *Philippine Deposit Insurance Corporation Accounts payable includes payables to suppliers and service providers, and loan payments and other charges received from customers in advance. Miscellaneous liabilities mainly include sundry credits, inter-office float items, and dormant deposit accounts. 20. OTHER OPERATING INCOME AND MISCELLANEOUS EXPENSES Trading and Securities Gain This account consists of: 2013 Financial assets at FVPL: Held-for-trading Designated at FVPL Derivatives assets (Note 24) AFS financial assets Consolidated 2012 2011 2013 Parent Company 2012 2011 (P93,904,356) P247,651,111 (P94,145,027) (P93,904,356) P247,651,111 (P94,145,027) 73,749,921 – – 73,749,921 – – (81,352,004) (33,294,321) (86,888,762) (81,352,004) (33,294,321) (86,888,763) 2,006,391,602 2,701,942,417 1,649,670,999 1,716,314,402 2,572,816,115 1,634,157,490 P1,904,885,163 P2,916,299,207 P1,468,637,210 P1,614,807,963 P2,787,172,905 P1,453,123,700 Service Charges, Fees and Commissions Details of this account are as follows: Service and collection charges Deposits Loans Others Fees and commissions 2013 Consolidated 2012 2011 2013 P505,554,168 85,299,409 197,757,214 367,849,071 P1,156,459,862 P591,106,429 23,839,053 43,193,556 388,213,255 P1,046,352,293 P620,201,649 101,647,865 65,975,502 197,432,292 P985,257,308 P485,209,813 35,839,305 108,482,813 374,542,144 P1,004,074,075 Parent Company 2012 P578,003,661 23,527,821 42,294,399 305,341,215 P949,167,096 2011 P610,997,297 100,969,628 478,694 136,682,214 P849,127,833 Miscellaneous Income Details of this account are as follows: Parent Company Dividends (Note 8) Bancassurance (Note 10) Fund transfer fees Participation fee Rental on bank premises Late fees Rental safety deposit boxes Recovery of charged off assets Miscellaneous income 138 2013 P486,381,921 294,797,215 104,613,783 32,778,522 28,693,424 18,842,213 14,479,453 293,043 105,095,313 P1,085,974,887 2012 (As restated Note 10) P9,516,508 214,571,987 46,389,926 32,317,059 27,795,805 34,928,226 13,783,285 2,518,353 292,122,955 P673,944,104 2011 P27,664,086 178,271,487 67,989,808 50,122,489 25,042,745 23,492,035 13,896,467 14,259,993 154,347,985 P555,087,095 2013 P486,381,921 294,797,215 104,613,783 32,778,522 28,693,424 18,842,213 14,479,453 293,043 101,953,156 P1,082,832,730 2012 P9,516,508 214,571,987 46,389,926 32,317,059 27,795,805 34,928,225 13,783,285 2,518,353 117,992,510 P499,813,658 2011 P27,664,086 178,271,487 67,989,808 50,122,489 25,042,745 23,492,035 13,896,467 14,259,993 109,553,165 P510,292,275 Dividends earned by the Parent Company from its investment in preferred shares designated at FVPL amount to P478.25 million in 2013 and nil in 2012. Miscellaneous Expenses Details of this account are as follows: Information technology Litigations Broker’s fee Freight Clearing and processing fee Membership fees and dues Miscellaneous expense 21. 2013 P208,503,155 119,596,154 61,272,891 48,446,195 18,354,364 15,435,837 218,130,013 P689,738,609 Consolidated 2012 P214,630,676 29,061,855 31,795,328 46,067,749 20,605,749 16,388,146 245,968,277 P604,517,780 2011 P144,722,221 65,488,608 29,477,653 40,683,834 19,618,802 13,000,309 220,351,422 P533,342,849 2013 P206,865,179 114,607,943 61,272,891 48,446,195 18,354,364 15,435,837 215,395,594 P680,378,003 Parent Company 2012 2011 P212,599,285 P142,551,712 28,716,149 64,611,129 31,795,328 29,477,653 45,306,771 39,683,719 20,605,749 19,618,802 16,388,146 13,000,309 256,104,395 188,706,648 P611,515,823 P497,649,972 MATURITY ANALYSIS OF ASSETS AND LIABILITIES The following tables present both the Group’s and Parent Company’s assets and liabilities as of December 31, 2013 and 2012 analyzed according to when they are expected to be recovered or settled within one year and beyond one year from the respective balance sheet date: Consolidated 2013 Less than Over Twelve Months Twelve Months Financial assets Cash and other cash items Due from BSP Due from other banks SPURA Financial assets at FVPL AFS financial assets - gross HTM financial assets Loans and receivables - gross Accrued interest receivable – gross Other assets - gross Nonfinancial assets Bank premises, furniture, fixtures and equipment - gross Investment properties - gross Deferred tax assets Investments in associates Branch licenses Goodwill Other assets - gross Nonfinancial liabilities Accrued payable for employee benefits Accrued taxes and other licenses Accrued lease payable Withholding taxes payable Accrued income tax payable Retirement liabilities (Note 23) Total P7,281,640,616 P– P7,281,640,616 P6,160,371,861 P– P6,160,371,861 78,968,132,522 – 78,968,132,522 40,659,682,959 – 40,659,682,959 23,885,538,128 – 23,885,538,128 4,527,376,998 – 4,527,376,998 – – – 446,000,000 – 446,000,000 5,556,344,777 4,865,078,276 10,421,423,053 7,158,666,538 5,008,011,654 12,166,678,192 854,830,732 43,534,041,537 44,388,872,269 7,912,111,248 33,698,955,814 41,611,067,062 802,043,787 11,348,503,042 12,150,546,829 1,414,017,682 11,279,215,731 12,693,233,413 106,494,552,162 121,163,831,562 227,658,383,724 97,820,097,072 99,953,811,109 197,773,908,181 1,997,383,028 − 1,997,383,028 1,915,879,769 − 1,915,879,769 2,969,480,219 397,484,970 3,366,965,189 3,295,938,094 496,644,754 3,792,582,848 P228,809,945,971 P181,308,939,387 P410,118,885,358 P171,310,142,221 P150,436,639,062 P321,746,781,283 P− − – – – – 691,661,831 P691,661,831 Less: Allowances for impairment and credit losses (Note 15) Unearned interest and discounts (Note 9) Financial liabilities Deposit liabilities Bills payable Manager’s checks Accrued interest and other expenses Derivative liabilities Other liabilities Total 2012 (As restated - Notes 2 and 10) Less than Over Twelve Months Twelve Months P5,284,569,239 3,850,856,484 627,795,898 21,245,838 837,600,000 222,841,201 1,504,128,446 P12,349,037,106 P5,284,569,239 3,850,856,484 627,795,898 21,245,838 837,600,000 222,841,201 2,195,790,277 P13,040,698,937 P– – – – – – 614,680,146 P614,680,146 P4,755,316,371 4,258,471,262 637,425,891 21,245,838 837,600,000 222,841,201 930,707,083 P11,663,607,646 P4,755,316,371 4,258,471,262 637,425,891 21,245,838 837,600,000 222,841,201 1,545,387,229 P12,278,287,792 (P8,977,260,770) (P8,970,870,485) (484,400,529) (9,461,661,299) P413,697,922,996 (894,151,834) (9,865,022,319) P324,160,046,756 P343,800,398,152 4,014,507,046 859,892,248 548,272,803 154,808,366 3,054,871,530 P352,432,750,145 P10,467,804,528 P354,268,202,680 P166,838,787,926 P105,138,451,944 P271,977,239,870 1,795,806,439 1,731,001,534 3,526,807,973 4,284,687,479 8,299,194,525 801,208,565 – 801,208,565 − 859,892,248 846,790,299 – 846,790,299 − 548,272,803 570,575,771 – 570,575,771 − 154,808,366 2,735,017,951 – 2,735,017,951 − 3,054,871,530 P14,752,492,007 P367,185,242,152 P173,588,186,951 P106,869,453,478 P280,457,640,429 – 134,295,387 – 106,024,639 6,768,350 − P352,679,838,521 – 642,125,261 642,125,261 752,231,486 752,231,486 72,402,968 – 72,402,968 – 134,295,387 – 60,914,579 60,914,579 67,125,802 67,125,802 128,664,585 – 128,664,585 − 106,024,639 5,226,599 – 5,226,599 − 6,768,350 – 54,867,279 54,867,279 46,535,741 46,535,741 P15,618,385,036 P368,298,223,557 P173,794,481,103 P107,627,360,597 P281,421,841,700 Annual Report 2013 139 NOTES TO FINANCIAL STATEMENTS Parent Company 2013 Less than Twelve Months Financial assets Cash and other cash items Due from BSP Due from other banks Financial assets at FVPL AFS financial assets - gross HTM financial assets Loans and receivables - gross Accrued interest receivable - gross Other assets - gross Nonfinancial assets Bank premises, furniture, fixtures and equipment Investment properties - gross Deferred tax assets Investments in subsidiaries and associates Branch licenses Goodwill Other assets - gross Nonfinancial liabilities Accrued payable for employee benefits Accrued taxes and other licenses Accrued lease payable Withholding taxes payable 22. 2012 (As restated - Note 2) Less than Over Twelve Months Twelve Months Total Total P7,035,251,105 P– P7,035,251,105 P5,996,785,687 P– P5,996,785,687 75,678,312,048 – 75,678,312,048 37,597,455,540 – 37,597,455,540 23,215,575,357 – 23,215,575,357 4,289,620,222 – 4,289,620,222 5,556,344,777 4,865,078,276 10,421,423,053 7,158,666,537 5,008,011,655 12,166,678,192 854,830,733 42,347,682,831 43,202,513,564 7,737,825,872 32,945,236,336 40,683,062,208 802,043,787 11,320,545,426 12,122,589,213 1,414,017,682 11,251,308,097 12,665,325,779 103,235,987,057 114,221,943,877 217,457,930,934 95,538,146,118 97,062,032,359 192,600,178,477 1,899,023,541 – 1,899,023,541 1,870,023,734 – 1,870,023,734 2,701,293,748 397,484,970 3,098,778,718 3,055,777,579 409,168,483 3,464,946,062 P220,978,662,153 P173,152,735,380 P394,131,397,533 P164,658,318,971 P146,675,756,930 P311,334,075,901 – – – 4,725,647,705 3,511,190,767 763,461,954 4,725,647,705 3,511,190,767 763,461,954 – – – 4,240,859,684 3,852,106,388 788,268,395 4,240,859,684 3,852,106,388 788,268,395 – – – 540,295,445 P540,295,445 1,948,995,625 455,000,000 222,841,201 1,502,441,475 P13,129,578,727 1,948,995,625 455,000,000 222,841,201 2,042,736,920 P13,669,874,172 – – – 507,585,142 P507,585,142 1,948,792,351 455,000,000 222,841,201 930,707,083 P12,438,575,102 1,948,792,351 455,000,000 222,841,201 1,438,292,225 P12,946,160,244 Less: Allowances for impairment and credit losses (Note 15) Unearned interest and discounts (Note 9) (Forward) Financial liabilities Deposit liabilities Bills payable Manager’s checks Accrued interest and other expenses Derivative liabilities Other liabilities Over Twelve Months (8,596,879,062) (8,700,184,060) (378,681,663) (8,975,560,725) P398,825,710,980 (671,973,994) (9,372,158,054) P314,908,078,091 P332,583,633,864 4,014,507,046 704,488,259 498,286,297 154,808,366 2,722,643,351 340,678,367,183 P7,248,219,623 P339,831,853,487 P160,285,441,660 P102,788,667,697 P263,074,109,357 4,284,687,479 8,299,194,525 1,795,806,439 1,731,001,534 3,526,807,973 – 704,488,259 736,088,844 – 736,088,844 – 498,286,297 781,450,883 – 781,450,883 – 154,808,366 570,575,771 – 570,575,771 – 2,722,643,351 2,489,648,909 – 2,489,648,909 11,532,907,102 352,211,274,285 166,659,012,506 104,519,669,231 271,178,681,737 – 134,188,984 – 93,734,234 P340,906,290,401 752,231,486 752,231,486 – 642,125,261 642,125,261 – 134,188,984 72,347,367 – 72,347,367 60,914,579 60,914,579 – 60,914,579 60,914,579 – 93,734,234 120,930,315 – 120,930,315 P12,346,053,167 P353,252,343,568 P166,852,290,188 P105,222,709,071 P272,074,999,259 EQUITY The Parent Company’s capital stock consists of: 2013 Shares Common stock - 10 par value Authorized - shares Issued and outstanding Balance at beginning of year Stock dividends* 2,000,000,000 Amount 2012 Shares Amount 2,000,000,000 1,297,874,230 P12,978,742,300 1,179,876,680 P11,798,766,800 129,787,428 1,297,874,280 117,997,550 1,179,975,500 1,427,661,658 P14,276,616,580 1,297,874,230 P12,978,742,300 *The stock dividends declared include fractional shares equivalent to 5 shares in 2013 and 9,882 shares in 2012. The Parent Company shares are listed in the Philippine Stock Exchange. 140 The SEC approved the increase in the capital stock of the Parent Company. The summarized information on the Company’s registration of securities under the Securities Regulation Code follows: Date of SEC Approval April 12, 1991 October 7, 1993 August 30, 1994 July 26, 1995 September 12, 1997 September 5, 2005 September 14, 2007 September 5, 2008 Authorized Shares 10,000,000 15,000,000 20,000,000 25,000,000 50,000,000 100,000,000 160,000,000 200,000,000 As reported by the Parent Company’s transfer agent, Stock Transfer Service, Inc., the total number of stockholders is 1,998 and 2,002 as of December 31, 2013 and 2012, respectively. On April 4, 2012 and May 3, 2012, the BOD and the stockholders owning or representing at least two-thirds of the outstanding capital stock, respectively, approved the amendment of Article Sixth (a) of the Parent Company’s Articles of Incorporation to effect a ten-for-one stock split of the Parent Company’s common shares which resulted in an increase in the number of authorized shares from P0.20 million to P2.00 billion shares and a reduction in par value of the shares from P100.00 to P10.00 per share, without affecting the authorized capital stock of the Parent Company of 20.00 billion. The SEC approved the amendment of Articles of Incorporation on August 24, 2012. Dividends On May 2, 2013, the BOD approved the declaration of 10.00% stock and P12 per share cash dividends to stockholders of record as of July 19, 2013. The BSP and SEC approved the dividend declaration on June 21, 2013. On May 3, 2012, the BOD approved the declaration of 10.00% stock and P12 per share cash dividends to stockholders of record as of July 18, 2012. The BSP and SEC approved the dividend declaration on May 30, 2012. On May 4, 2011, the BOD approved the declaration of 10.00% stock and P12 per share cash dividends to stockholders of record as of July 1, 2011. The BSP and SEC approved the dividend declaration on June 10, 2011. The computation of surplus available for dividend declaration in accordance with SEC Memorandum Circular No. 11 issued in December 2008 differs to a certain extent from the computation following BSP guidelines. As of December 31, 2013 and 2012, surplus includes the amount of P1.28 billion, net of deferred tax liability of P547.40 million, representing transfer of revaluation increment on land which was carried at deemed cost when the Group transitioned to PFRS in 2005 (Note 11). This amount will be available to be declared as dividends upon sale of the underlying land. In the consolidated financial statements, a portion of the Group’s surplus corresponding to the net earnings of the subsidiaries amounting to P211.67 million and P170.99 million as of December 31, 2013 and 2012, respectively, is not available for dividend declaration. The accumulated equity in net earnings becomes available for dividends upon declaration and receipt of cash dividends from the investees. Reserves In compliance with BSP regulations, 10.00% of the Parent Company’s profit from trust business is appropriated to surplus reserve. This annual appropriation is required until the surplus reserves for trust business equals 20.00% of the Parent Company’s authorized capital stock. Capital Management The primary objectives of the Group’s capital management are to ensure that it complies with externally imposed capital requirements and that it maintains strong credit ratings and healthy capital ratios in order to support its business and to maximize shareholders’ value. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes were made in the objectives, policies and processes as of December 31, 2013 and 2012. Regulatory Qualifying Capital Under existing BSP regulations, the determination of the Parent Company’s compliance with regulatory requirements and ratios is based on the amount of the Parent Company’s unimpaired capital (regulatory capital) as reported to the BSP. This is determined on the basis of regulatory accounting policies which differ from PFRS in some respects. In addition, the risk-based capital ratio of a bank, expressed as a percentage of qualifying capital to risk-weighted assets, should not be less than 10.00% for both solo basis (head office and branches) and consolidated basis (Parent Company and subsidiaries engaged in financial allied undertakings but excluding insurance companies). Qualifying capital and risk-weighted assets are computed based on BSP regulations. Risk-weighted assets consist of total assets less cash on hand, due from BSP, loans covered by hold-out on or assignment of deposits, loans or acceptances under letters of credit to the extent covered by margin deposits and other non-risk items determined by the Monetary Board of the BSP. Annual Report 2013 141 NOTES TO FINANCIAL STATEMENTS On August 4, 2006, the BSP, under BSP Circular No. 538, issued the prescribed guidelines implementing the revised risk-based capital adequacy framework for the Philippine banking system to conform to Basel II capital adequacy framework. The new BSP guidelines took effect on July 1, 2007. Thereafter, banks were required to compute their CAR using these guidelines. As of December 31, 2013 and 2012, the Group’s CAR under BSP Circular No. 538 is 15.39% and 16.00%, respectively. The CAR of the Group and the Parent Company as of December 31, 2013 and December 31, 2012 as reported to the BSP are shown in the table below. Consolidated 2013 Parent Company 2012 2013 2012 (Amounts in Million Pesos) Tier 1 capital P41,592 P37,605 P41,272 P37,562 Less required deductions 2,597 2,370 3,236 3,061 Sub-total 38,995 35,235 38,036 34,501 Excess from Tier 2 deducted to Tier 1 Capital* − − − − Net Tier 1 Capital 38,995 35,235 38,036 34,501 Tier 2 Capital 2,492 2,085 2,381 2,016 Less: Required deductions 121 102 768 823 Sub-total 2,371 1,983 1,613 1,193 Excess from Tier 2 deducted to Tier 1 Capital* − − − − Net Tier 2 Capital 2,371 1,983 1,613 1,193 Total qualifying capital P41,366 P37,218 P39,649 P35,694 *Deductions to Tier 2 Capital are capped at its total gross amount and any excess shall be deducted from Tier 1 Capital. Consolidated 2013 Credit RWA Market RWA Operational RWA Total RWA P244,727 3,724 20,400 268,851 Tier 1 capital ratio Total capital ratio 14.50% 15.39% Parent Company 2012 2013 (Amounts in Million Pesos) P204,879 P233,605 6,933 3,725 20,741 19,910 232,553 257,240 15.15% 16.00% 14.79% 15.41% 2012 P197,878 6,933 20,334 225,145 15.32% 15.85% The regulatory qualifying capital of the Group consists of Tier 1 (core) capital, which comprises paid-up common stock, additional paidin capital, surplus including current year profit, surplus reserves and minority interest less required deductions such as unsecured credit accommodations to directors, officers, stockholders, and other related interests (DOSRI), deferred income tax, and goodwill. The other component of regulatory capital is Tier 2 (supplementary) capital, which includes general loan loss provision, and net unrealized gains on AFS equity securities. Standardized credit risk weights were used in the credit assessment of asset exposures. Third party credit assessments were based on ratings by Standard & Poor’s, Moody’s and Fitch, while PhilRatings were used on peso-denominated exposures to Sovereigns, MDBs, Banks, LGUs, Government Corporations, Corporates. The Group and its individually regulated operations have complied with all externally imposed capital requirements throughout the period. The issuance of BSP Circular No. 639 covering the ICAAP in 2009 supplements the BSP’s risk-based capital adequacy framework under Circular No. 538. In compliance with this new circular, the Parent Company has adopted and developed its ICAAP framework to ensure that appropriate level and quality of capital are maintained by the Group. Under this framework, the assessment of risks extends beyond the Pillar 1 set of credit, market and operational risks and onto other risks deemed material by the Parent Company. The level and structure of capital are assessed and determined in light of the Parent Company’s business environment, plans, performance, risks and budget; as well as regulatory edicts. BSP requires submission of an ICAAP document every January 31. The Group has complied with this requirement. On January 15, 2013, the BSP issued Circular No. 781, Basel III Implementing Guidelines on Minimum Capital Requirements, which provides the implementing guidelines on the revised risk-based capital adequacy framework particularly on the minimum capital and disclosure requirements for universal banks and commercial banks, as well as their subsidiary banks and quasi-banks, in accordance with the Basel III standards. The circular took effect on January 1, 2014. The Circular sets out a minimum Common Equity Tier 1 (CET1) ratio of 6.0% and Tier 1 capital ratio of 7.5%. It also introduces a capital conservation buffer of 2.5% comprised of CET1 capital. The BSP’s existing requirement for Total CAR remains unchanged at 10% and this ratio shall be maintained at all times. Further, existing capital instruments as of December 31, 2010 which do not meet the eligibility criteria for capital instruments under the revised capital framework shall no longer be recognized as capital upon the effectivity of Basel III. Capital instruments issued under BSP Circular Nos. 709 and 716 (the circulars amending the definition of qualifying capital particularly on Hybrid 142 Tier 1 and Lower Tier 2 capitals), starting January 1, 2011 and before the effectivity of BSP Circular No. 781, shall be recognized as qualifying capital until December 31, 2015. In addition to changes in minimum capital requirements, this Circular also requires various regulatory adjustments in the calculation of qualifying capital. The Group has taken into consideration the impact of the foregoing requirements to ensure that the appropriate level and quality of capital are maintained on an ongoing basis. 23. RETIREMENT PLAN The Group has separate funded noncontributory defined benefit retirement plans covering substantially all its officers and regular employees. Under these retirement plans, all covered officers and employees are entitled to cash benefits after satisfying certain age and service requirements. The latest actuarial valuation studies of the retirement plans were made as of December 31, 2013. The Group’s annual contribution to the retirement plan consists of a payment covering the current service cost, unfunded actuarial accrued liability and interest on such unfunded actuarial liability. The amounts of net defined benefit asset (liability) in the balance sheets follow: Net plan assets (included in ‘Other assets’) Retirement liabilities (included in ‘Other liabilities’) Consolidated December 31, 2012 December 31, (As restated 2013* Note 2)* P1,504,128,446 P930,707,083 Parent Company December 31, 2012 December 31, (As restated 2013 Note 2) P1,502,441,475 P930,707,083 (46,535,741) (54,867,279) – – P1,457,592,705 P875,839,804 P1,502,441,475 P930,707,083 *CIBI has net defined benefit asset as of December 31, 2013 amounting to P1.69 million and net defined liability as of December 31, 2012 amounting to P2.34 million. The movements in the defined benefit asset (liability), present value of defined benefit obligation and fair value of plan assets follow: Consolidated 2013 Net benefit cost January 1, 2013 Current service cost Net interest Net pension expense* Return on plan assets (excluding amount Benefits included paid in net interest) (a) (b) (c) (d) = b + c (e) (f) Fair value of plan assets P4,001,777,872 P− P228,605,350 P228,605,350 (P135,133,484) P246,949,468 Present value of defined benefit obligation 3,125,938,068 305,968,258 150,831,551 456,799,809 (135,133,484) − Net defined benefit asset P875,839,804 (P305,968,258) P77,773,799 (P228,194,459) P− P246,949,468 *Presented under Compensation and fringe benefits in the statements of income. Remeasurements in other comprehensive income Actuarial Actuarial changes changes arising arising from from changes Changes in experience in financial remeasurement Contribution December 31, adjustments assumptions gains by employer 2013 (k) = a + d + e (g) (h) (i) = f + g + h (j) +i+j P− P− P246,949,468 P207,401,404 P4,549,600,610 (50,452,099) (305,144,389) (355,596,488) − 3,092,007,905 P50,452,099 P305,144,389 P602,545,956 P207,401,404 P1,457,592,705 Parent 2013 Net benefit cost January 1, 2013 Current service cost Net interest Net pension expense* Return on plan assets (excluding amount Benefits included paid in net interest) (a) (b) (c) (d) = b + c (e) (f) Fair value of plan assets P3,956,363,063 P− P225,908,331 P225,908,331 (P135,133,484) P247,129,316 Present value of defined benefit obligation 3,025,655,980 283,488,056 144,821,679 428,309,735 (135,133,484) − Net defined benefit asset P930,707,083 (P283,488,056) P81,086,652 (P202,401,404) P− P247,129,316 *Presented under Compensation and fringe benefits in the statements of income. Remeasurements in other comprehensive income Actuarial Actuarial changes changes arising arising from from changes Changes in experience in financial remeasurement Contribution December 31, gains by employer 2013 adjustments assumptions (k) = a + d + e (g) (h) (i) = f + g + h (j) +i+j P− P− P247,129,316 P202,401,404 P4,496,668,630 (27,162,029) (297,443,047) (324,605,076) − 2,994,227,155 P27,162,029 P297,443,047 P571,734,392 P202,401,404 P1,502,441,475 Annual Report 2013 143 NOTES TO FINANCIAL STATEMENTS Consolidated 2012 (As restated - Note 2) Net benefit cost January 1, 2012 Current service cost Net interest Net pension expense* Remeasurements in other comprehensive income Return on plan assets Actuarial Actuarial (excluding changes arising changes arising amount from from changes Changes in Benefits included experience in financial remeasurement Contribution December 31, paid in net interest) adjustments assumptions gains by employer 2012 (k) = a + d + e (e) (f) (g) (h) (i) = f + g + h (j) +i+j (a) (b) (c) (d) = b + c Fair value of P− P200,535,279 P200,535,279 (P106,637,938) P550,479,931 plan assets P3,118,706,700 Present value of defined benefit obligation 2,547,868,858 217,591,435 130,603,024 348,194,459 (106,637,938) − Net defined benefit asset P570,837,842 (P217,591,435) P69,932,255 (P147,659,180) P− P550,479,931 *Presented under Compensation and fringe benefits in the statements of income. Net benefit cost January 1, 2012 Current service cost Net interest Net pension expense* P− P− (86,085,754) 422,598,443 550,479,931 P238,693,900 P4,001,777,872 336,512,689 P86,085,754 (P422,598,443) P213,967,242 P238,693,900 P875,839,804 Parent 2012 (As restated - Note 2) Remeasurements in other comprehensive income Return on plan assets Actuarial Actuarial (excluding changes arising changes arising amount from from changes Changes in Benefits included experience in financial remeasurement paid in net interest) adjustments assumptions gains (a) (b) (c) (d) = b + c (e) (f) Fair value of P− P197,910,149 P197,910,149 (P106,472,875) P550,786,789 plan assets P3,080,345,100 Present value of defined benefit obligation 2,477,977,600 203,076,176 125,937,181 329,013,357 (106,472,875) − Net defined benefit P− P550,786,789 asset P602,367,500 (P203,076,176) P71,972,968 (P131,103,208) *Presented under Compensation and fringe benefits in the statements of income. − 3,125,938,068 (g) (h) P− (86,543,602) (i) = f + g + h Contribution December 31, by employer 2012 (k) = a + d + e (j) +i+j P− P550,786,789 P233,793,900 P3,956,363,063 411,681,500 325,137,898 − 3,025,655,980 P86,543,602 (P411,681,500) P225,648,891 P233,793,900 P930,707,083 The Parent Company does not expect to contribute to its defined benefit pension plan in 2014. In 2013 and 2012, the major categories of plan assets as a percentage of the fair value of total plan assets are as follows: Parent Company shares Debt instruments Cash and cash equivalents Equity instruments Other assets Consolidated 2013 41.78% 28.64% 21.43% 4.89% 3.26% 100.00% 2012 39.93% 26.21% 25.34% 1.61% 6.91% 100.00% Parent Company 2013 42.27% 28.29% 21.31% 4.84% 3.29% 100.00% 2012 40.41% 25.76% 25.37% 1.63% 6.83% 100.00% The following table shows the breakdown of fair value of the plan assets: Due from BSP Deposits in banks Financial assets at FVPL AFS financial assets Quoted debt securities Quoted equity securities Parent Company shares Investments in unit investment trust fund Corporate bonds Loans and receivables Investment properties* Other assets Consolidated 2013 2012 P589,400,000 P856,773,500 425,326,309 118,866,676 49,602,480 204,229,514 739,157,245 18,414,208 1,902,084,657 122,927,004 441,979,075 572,664 136,568,000 11,057,589 P4,552,630,132 * Investment properties comprise properties located in Manila. 144 658,712,424 14,987,663 1,598,747,582 106,666,297 390,858,000 17,650,842 136,568,001 15,658,274 P4,004,177,872 Parent Company 2013 2012 P588,630,000 P856,773,500 415,138,437 101,887,968 49,602,480 204,229,514 711,143,662 13,598,062 1,902,084,657 122,927,004 438,820,000 572,664 136,568,000 11,093,610 P4,499,698,641 634,037,155 14,987,663 1,598,747,582 101,916,845 384,958,000 17,650,842 136,568,000 14,126,059 P3,956,363,063 The carrying value of the plan assets of the Group and Parent Company amounted to P4.55 billion and P4.50 billion as of December 31, 2013, respectively, and P4.00 billion and P3.96 billion, as of December 31, 2012, respectively. The principal actuarial assumptions used in 2013 and 2012 in determining the retirement liability for the Group’s and Company’s retirement plans are shown below: 2013 Parent CBSI CBC-PCCI CIBI Discount rate: January 1 5.71% 6.11% 5.94% December 31 5.08% 5.77% 5.76% Salary increase rate 6.00% 6.00% 6.00% Parent 5.92% 5.88% 6.00% 2012 Parent Discount rate: January 1 December 31 Future salary increases CBSI 6.35% 5.71% 7.50% CBC-PCCI 6.86% 6.11% 6.50% 6.59% 5.94% 6.50% CIBI 6.59% 5.92% 7.50% The sensitivity analysis below has been determined based on the impact of reasonably possible changes of each significant assumption on the defined benefit liability as of the end of the reporting period, assuming all other assumptions were held constant: December 31, 2013 Discount rate 6.08% (+1%) 4.08% (-1%) Salary increase rate 7.00% (+1%) 5.00% (-1%) 24. Parent CBS PCCI CIBI (P235,683,452) 276,137,776 (P2,285,262) 8,622,146 (P6,168,476) 7,590,054 (P767,206) 965,468 257,517,466 (224,938,940) 8,392,825 (2,210,724) 7,189,382 (5,959,120) 930,943 (756,844) DERIVATIVE FINANCIAL INSTRUMENTS Occasionally, the Parent Company enters into forward exchange contracts as an accommodation to its clients. These derivatives are not designated as accounting hedges. The aggregate notional amounts of the outstanding buy US dollar currency forwards as of December 31, 2013 and 2012 amounted to US$478.66 million and US$362.14 million, respectively, while the sell US dollar forward contracts amounted to US$816.38 million and US$683.27 million, respectively. Weighted average buy US dollar forward rates as of December 31, 2013 and 2012 are P43.41 and P42.52, respectively, while the weighted average sell US dollar forward rates are P44.24 and P41.26, respectively. As of December 31, 2013 and 2012, the fair values of derivatives follow: Currency forwards IRS Warrants Embedded credit derivatives 2013 Derivative Asset P475,864,396 10,979,876 8,669,900 – P495,514,172 Derivative Liability P119,315,938 35,492,428 – – P154,808,366 2012 Derivative Asset P187,483,726 – 8,016,654 56,839,452 P252,339,832 Derivative Liability P570,575,771 – – – P570,575,771 Fair Value Changes of Derivatives The net movements in fair value changes of derivative instruments are as follows: 2013 (P318,235,939) 877,329,828 (218,388,083) P340,705,806 Balance at beginning of year Fair value changes during the year Settled transactions Balance at end of year 2012 P71,407,720 (202,790,964) (186,852,695) (P318,235,939) The net movements in the value of the derivatives are presented in the statements of income under the following accounts: Foreign exchange gain (loss) 2013 P740,293,749 (81,352,004) P658,941,745 *Net movements in the value related to embedded credit derivatives and IRS. Trading and securities gains (loss)* 2012 (P356,349,338) 2011 P1,005,847,116 (33,294,321) (P389,643,659) (86,888,763) P918,958,353 Annual Report 2013 145 NOTES TO FINANCIAL STATEMENTS 25. LEASE CONTRACTS The lease contracts are for periods ranging from one to 25 years from the dates of contracts and are renewable under certain terms and conditions. Various lease contracts include escalation clauses, most of which bear an annual rent increase of 5.00% to 10.00%. Annual rentals on these lease contracts included in ‘Occupancy cost’ in the statements of income in 2013, 2012 and 2011 amounted to P296.00 million, P212.69 million and P215.63 million, respectively, for the Group, and P229.00 million, P181.00 million and P195.57 million, respectively, for the Parent Company. Future minimum rentals payable of the Group and the Parent Company under non-cancellable operating leases follow: Within one year After one year but not more than five years After more than five years Consolidated 2013 2012 P325,934,096 P206,827,312 976,665,074 677,554,792 312,086,414 250,667,618 P1,614,685,584 P1,135,049,722 Parent Company 2013 2012 P244,684,361 P175,138,323 684,530,837 546,089,725 225,696,367 164,381,871 P1,154,911,565 P885,609,919 The Group and the Parent Company also has entered into commercial property leases on its investment properties (Note 12). These noncancellable leases have remaining noncancellable lease terms of between one and five years for the Group and one and five months for the Parent Company. Future minimum rentals receivable under noncancellable operating leases follow: Within one year After one year but not more than five years After more than five years 26. Consolidated 2013 2012 P3,033,924 P11,404,342 88,032,366 14,063,996 342,119,090 − P433,185,380 P25,468,338 Parent Company 2013 2012 P2,523,860 P113,400 − − − − P113,400 P2,523,860 INCOME AND OTHER TAXES Income taxes include corporate income tax and FCDU final taxes, as discussed below, and final tax paid at the rate of 20.00% on gross interest income from government securities and other deposit substitutes. These income taxes, as well as the deferred tax benefits and provisions, are presented as ‘Provision for income tax’ in the statements of income. Republic Act (RA) No. 9337, An Act Amending National Internal Revenue Code, provides that RCIT rate shall be 30.00% while interest expense allowed as a deductible expense is reduced to 33.00% of interest income subject to final tax. An MCIT of 2.00% on modified gross income is computed and compared with the RCIT. Any excess MCIT over RCIT is deferred and can be used as a tax credit against future income tax liability for the next three years. In addition, the NOLCO is allowed as a deduction from taxable income in the next three years from the year of inception. Effective in May 2004, RA No. 9294 restored the tax exemption of FCDUs and OBUs. Under such law, the income derived by the FCDU from foreign currency transactions with nonresidents, OBUs, local commercial banks including branches of foreign banks is tax-exempt while interest income on foreign currency loans from residents other than OBUs or other depository banks under the expanded system is subject to 10.00% gross income tax. Interest income on deposit placements with other FCDU and offshore banking units (OBUs) is taxed at 7.50%, while all other income of the FCDU is subject to the 30.00% corporate tax. On March 15, 2011, the BIR issued Revenue Regulation (RR) No. 4-2011 which prescribes the attribution and allocation of expenses between FCDUs/EFCDUs or OBU and RBU and within RBU. Pursuant to the regulations, the Parent Company made an allocation of its expenses in calculating income taxes due for RBU and FCDU. Current tax regulations also provide for the ceiling on the amount of entertainment, amusement and recreation (EAR) expense that can be claimed as a deduction against taxable income. Under the regulations, EAR expense allowed as a deductible expense is limited to the actual EAR paid or incurred but not to exceed 1.00% of the Parent Company’s net revenue. 146 The provision for income tax consists of: 2013 Current: Final tax RCIT MCIT Deferred Consolidated 2012 2013 2011 Parent Company 2012 2011 P474,708,084 P397,890,351 P449,467,074 P474,690,027 P370,560,842 P448,394,727 367,639,848 94,057,428 65,071,858 345,598,892 100,531,347 56,152,927 – 9,293,831 20,650,380 – 8,580,008 2,459,886 842,347,932 501,241,610 535,189,312 820,288,919 479,672,197 507,007,540 (167,811,495) (78,952,994) 12,218,902 (170,360,659) (67,115,057) 12,218,902 P674,536,437 P422,288,616 P547,408,214 P649,928,260 P412,557,140 P519,226,442 The details of net deferred tax assets follow: Deferred tax assets (liabilities) on: Allowance for impairment and credit losses Revaluation increment on land Remeasurement gain on defined benefit asset or liability Fair value adjustment on asset foreclosures and dacion transactions - net of depreciated portion Fair value adjustments on net assets of Unity Bank Unrealized gain on FVPL and AFS Accrued rent Unamortized past service cost Others 2013 Consolidated Parent Company 2013 2012 2012 P1,777,532,312 (547,404,615) P1,686,099,103 (547,404,615) P1,751,407,360 (547,404,615) P1,660,046,108 (547,404,615) (255,154,157) (165,626,371) (255,704,157) (167,543,772) (144,695,215) (173,934,310) (102,636,766) (131,875,860) (133,326,974) (101,140,186) 22,733,929 1,001,930 8,248,874 P627,795,898 (133,326,974) (44,214,522) 22,733,929 1,467,738 (8,368,087) P637,425,891 – (100,783,603) 18,274,374 309,361 – P763,461,954 – (43,905,157) 18,274,374 677,317 – P788,268,395 The Group did not set up deferred tax assets on the following temporary differences as it believes that it is highly probable that these temporary differences will not be realized in the near foreseeable future: Allowance for impairment and credit losses NOLCO Accrued compensated absences Excess of MCIT over RCIT Others Consolidated 2013 2012 P3,052,153,063 P3,350,540,142 170,663,471 251,026,680 75,453,795 81,464,190 13,435,356 39,545,759 − 75,262,444 P3,311,705,685 P3,797,839,215 Parent Company 2013 2012 P2,758,854,529 P3,166,697,035 − – 75,453,795 81,464,190 − 24,316,874 − – P2,834,308,324 P3,272,478,099 Details of the Group’s NOLCO are as follows: Inception Year 2010 2011 2012 2013 Original Amount P47,604,000 18,744,851 136,431,306 48,246,523 P251,026,680 Used Amount P35,073,293 − − − P35,073,293 Expired Amount P12,530,707 − − − P12,530,707 Remaining Balance P− 18,744,851 136,431,306 48,246,523 P203,422,680 Expiry Year 2013 2014 2015 2016 As of December 31, 2013, details of the excess of MCIT over RCIT of the Group follow: Inception Year 2010 2011 2012 2013 Original Amount P15,070,509 14,306,296 1,943,794 8,225,160 P39,545,759 Used Amount P13,276,980 11,039,894 − − P24,316,874 Expired Amount P1,793,529 − − − P1,793,529 Remaining Balance P− 3,266,402 1,943,794 8,225,160 P13,435,356 Expiry Year 2013 2014 2015 2016 The Parent Company applied its excess MCIT over RCIT amounting to P24.32 million to defray its income tax liability in 2013. Annual Report 2013 147 NOTES TO FINANCIAL STATEMENTS The reconciliation of the statutory income tax to the provision for income tax follows: Statutory income tax Tax effects of: FCDU income Interest income subjected to final tax Non-taxable income Nondeductible expenses Others Provision for income tax 27. Consolidated Parent Company 2012 2011 2012 2011 (As restated - (As restated (As restated - (As restated 2013 Notes 2 and 10) Note 2) 2013 Note 2) Note 2) P1,732,495,181 P1,627,589,495 P1,686,923,711 P1,750,324,274 P1,664,851,068 P1,697,947,632 (407,003,965) (833,055,070) (608,508,935) (407,253,711) (832,008,105) (607,661,996) (246,573,693) (201,204,070) (197,666,087) (234,210,635) (188,738,968) (189,303,497) (730,180,246) (556,142,627) (607,236,269) (715,563,632) (553,638,681) (607,045,968) 596,864,488 464,122,693 394,557,925 501,389,235 446,220,023 385,297,127 (271,065,328) (79,021,805) (120,662,131) (244,757,271) (124,128,197) (160,006,856) P674,536,437 P422,288,616 P547,408,214 P649,928,260 P412,557,140 P519,226,442 TRUST OPERATIONS Securities and other properties (other than deposits) held by the Parent Company in fiduciary or agency capacities for clients and beneficiaries are not included in the accompanying balance sheets since these are not assets of the Parent Company (see Note 29). In compliance with the requirements of current banking regulations relative to the Parent Company’s trust functions: (a) government securities included under AFS financial assets in the balance sheets with a total face value of P1.12 billion and P1.40 billion as of December 31, 2013 and 2012, respectively, are deposited with the BSP as security for the Parent Company’s faithful compliance with its fiduciary obligations; and (b) a certain percentage of the Parent Company’s trust fee income is transferred to surplus reserve. This yearly transfer is required until the surplus reserve for trust function equals 20.00% of the Parent Company’s authorized capital stock. 28. RELATED PARTY TRANSACTIONS Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. The Group’s related parties include: • key management personnel, close family members of key management personnel and entities which are controlled, significantly influenced by or for which significant voting power is held by key management personnel or their close family members, • significant investors • subsidiaries, joint ventures and associates and their respective subsidiaries, and • post-employment benefit plans for the benefit of the Group’s employees. The Group has several business relationships with related parties. Transactions with such parties are made in the ordinary course of business and on substantially same terms, including interest and collateral, as those prevailing at the time for comparable transactions with other parties. These transactions also did not involve more than the normal risk of collectability or present other unfavorable conditions. Transactions with retirement plans Under PFRS, certain post-employment benefit plans are considered as related parties. The Group has business relationships with a number of its retirement plans pursuant to which it provides trust and management services to these plans. Income earned by the Group and Parent Company from such services amounted to P42.67 million and P42.39 million, respectively, in 2013, P36.11 million and P35.87 million, respectively, in 2012, and P30.37 million and P30.14 million, respectively, in 2011. The Group’s retirement funds may hold or trade the Parent Company’s shares or securities. Significant transactions of the retirement fund, particularly with related parties, are approved by the Trust Investment Committee (TIC) of the Parent Company. The members of the TIC are directors and key management personnel of the Parent Company. A summary of transactions with related party retirement plans follows: Deposit in banks Equity investment Dividend income Interest income Number of shares held Total market value 148 Consolidated 2013 2012 P118,866,676 P425,326,309 1,902,084,657 1,598,747,582 35,169,516 31,972,284 5,014,496 12,421,404 Parent Company 2013 2012 P101,887,968 P415,138,437 1,902,084,657 1,598,747,582 35,169,516 31,972,284 4,787,801 12,177,530 32,238,723 29,307,930 P1,902,084,657 P1,598,747,582 In 2011, dividend income and interest income of the retirement plan from investments and placements in the Parent Company amounted to P29.07 million and P9.43 million, respectively, for the Group, and P29.07 million and P9.17 million, respectively, for the Parent Company. Voting rights over the Parent Company’s shares are exercised by an authorized trust officer. Remunerations of Directors and other Key Management Personnel Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. The Group considers the members of the Management Committee to constitute key management personnel for purposes of PAS 24. Total remunerations of key management personnel are as follows: Short-term employee benefits Post-employment benefits Consolidated Parent Company 2013 2012 2011 2013 2012 2011 P344,566,502 P338,425,670 P337,171,905 P311,417,108 P313,589,717 P320,453,500 3,736,499 2,572,668 1,970,724 2,499,378 1,410,741 537,327 P348,303,001 P340,998,338 P339,142,629 P313,916,486 P315,000,458 P320,990,827 Members of the BOD are entitled to a per diem of 500.00 for attendance at each meeting of the Board or of any committees and to four percent of the Parent Company’s net earnings. Non-executive directors do not receive any performance-related compensation. Directors’ remuneration covers all China Bank Board activities and membership of committees and subsidiary companies. The Group also provides banking services to directors and other key management personnel and persons connected to them. These transactions are presented in the tables below. Other related party transactions Transactions between the Parent Company and its subsidiaries meet the definition of related party transactions. Transactions between the Group and its associated companies also qualify as related party transactions. Details of the Parent Company’s subsidiaries and associate are disclosed in Notes 1 and 10. Group Related party transactions of the Group by category of related party are presented below. Category Significant Investor Loans Issuances Repayments Deposit liabilities Deposits Withdrawals Associate Deposit liabilities Deposits Withdrawals Key Management Personnel Loans Issuances Repayments Deposit liabilities Deposits Withdrawals Other Related Parties Loans Issuances Repayments Deposit liabilities Deposits Withdrawals December 31, 2013 Amount / Volume Outstanding Balance P2,400,000,000 (4,883,400,000) 4,174,084,667 (4,182,512,264) 7,591,722,279 (7,563,467,767) 2,747,722 (731,125) 447,292,410 (375,764,486) – (4,991,550,000) 20,719,935,219 (20,617,613,708) Terms and Conditions P2,400,000,000 Include secured loans with interest rate of 2.85% and maturity of two months. Collateral includes shares of stocks with fair value of P22.15 billion. 60,311 These are checking account with annual average interest rate of 0.125%. 152,072,841 These are savings account with annual average interest rates ranging from 0.25% to 1.00%. 4,351,616 Include secured and unsecured loans with interest rate ranging from 6.00% to 8.00% and maturity of 15 years. Collaterals include real estate properties amounting to P8.03 million. These are savings account with annual average interest rates ranging from 0.25% to 1.00%. 76,890,073 – 155,743,571 These are checking and savings account with annual average interest rates ranging from 0.125% to 1.00%. Annual Report 2013 149 NOTES TO FINANCIAL STATEMENTS Category Significant Investor Loans Issuances Repayments Deposit liabilities Deposits Withdrawals Associate Deposit liabilities Deposits Withdrawals Key Management Personnel Loans Issuances Repayments Deposit liabilities Deposits Withdrawals Other Related Parties Loans Issuances Repayments Deposit liabilities Deposits Withdrawals Amount / Volume December 31, 2012 Outstanding Balance Terms and Conditions P4,883,400,000 P4,883,400,000 (3,000,000,000) 97,690,282 (98,102,934) Loans with interest rate of 4.50% and maturity of six months. Collateral includes deposit holdout amounting to P6.90 billion. 8,487,908 These are checking and savings account with annual interest rates ranging from 0.13% to 0.25%. 123,818,329 3,910,206,691 (3,829,258,176) This is a checking account earning interest at an annual rate of 0.13%. 2,335,019 – (1,341,679) 61,765,332 (59,869,808) Include secured and unsecured loans with interest rate of 8.00% and maturity of 15 years. Collateral includes real estate properties with value of P8.03 million. 5,362,149 These are checking and savings account with annual interest rates ranging from 0.13% to 0.25%. 4,991,550,000 3,841,550,000 (15,541) 22,709,479,598 (22,695,833,424) Loans with interest rate of 4.50% to 8.14%. Collaterals include shares of stocks and deposit hold-out with an aggregate amount of P14.59 million 53,422,060 These are checking and savings account with annual interest rates ranging from 0.13% to 0.25%. Interest income earned and interest expense incurred from the above loans and deposit liabilities in 2013, 2012, and 2011 follow: Interest income Interest expense Interest income Interest expense 2013 P20,556,375 3,792 Significant Investor 2012 2011 P163,301,442 P28,125,000 13,271 5,183 Key Management Personnel 2013 2012 2011 P316,051 P244,003 P294,384 107,162 – – 2013 P– 172,030 Associate 2012 P– 153,315 2011 P– 133,696 Other Related Parties 2013 2012 2011 P– P154,511,645 P86,755,373 120,457 85,887 34,588 Related party transactions of the Group with significant investor, associate and other related parties pertain to transactions of the Parent Company with these related parties. Parent Company Related party transactions of the Parent Company by category of related party, except those already presented in the Group disclosures, are presented below. Category Subsidiaries Deposit liabilities Deposits Withdrawals Key Management Personnel Loans Issuances Repayments Deposit liabilities Deposits Withdrawals 150 Amount / Volume P11,080,784,886 (10,969,978,397) 2,747,722 (731,125) 447,371,207 (375,764,486) December 31, 2013 Outstanding Balance Nature, Terms and Conditions P446,574,603 These are checking and savings account with annual average interest rates ranging from 0.125% to 1.00% 4,351,616 Loans with interest rate ranging from 6.00% to 8.00% and maturity of 15 years. 76,890,073 These are savings account with annual average interest rates ranging from 0.25% to 1.00% Category Subsidiaries Deposit liabilities Deposits Withdrawals Key Management Personnel Loans Issuances Repayments Amount / Volume December 31, 2012 Outstanding Balance P335,768,114 P2,122,405,559 (2,061,239,970) Nature, Terms and Conditions These are checking and savings account with annual interest rates ranging from 0.13% to 0.25%. 2,335,019 Loans with interest rate of 6.00% to 8.00% and maturity of 15 years. Collateral includes real estate amounting to P5.25 million. 5,283,352 These are checking and savings account with annual interest rates ranging from 0.13% to 0.25%. – (1,341,679) Deposit liabilities Deposits Withdrawals 59,789,004 (57,847,152) Interest income earned and interest expense incurred from the above loans and deposit liabilities in 2013, 2012 and 2011 follow: 2013 P– 223,584 Interest income Interest expense Subsidiaries 2012 P– 123,415 2011 P– 258,522 Key Management Personnel 2013 2012 2011 P 316,051 P186,801 P239,808 107,162 9,178 14,228 Outstanding loan balances with related parties are unimpaired as at year-end, thus no impairment allowance was recorded. Outright purchases and outright sale of debt securities of the Parent Company with its subsidiaries in 2013 and 2012 follow: Subsidiaries 2013 2012 P 2,000,000,000 P 5,220,518,720 2,435,000,000 4,883,400,000 Outright purchase Outright sale The following table shows the amount and outstanding balance of other related party transactions included in the financial statements: Subsidiaries 2013 2012 Nature, Terms and Conditions P– P309,000 This pertains to unpaid subscription payable arising from the acquisition of CBSI. 2012 Income Statement Miscellaneous income 2013 P1,800,000 P1,800,000 Occupancy cost 11,342,758 12,843,191 Miscellaneous expense 93,347,801 77,507,889 Balance Sheet Subscription payable Subsidiaries 2011 Nature, Terms and Conditions P1,800,000 Human resources functions provided by the Parent Company to its subsidiaries (except CBC Forex and Unity Bank) such as recruitment and placement, training and development, salary and benefits development, systems and research, and employee benefits. Under the MOA between the Parent Company and its subsidiaries, the subsidiaries shall pay the Parent Company an annual fee. 24,360,834 Certain units of the condominium owned by CBSI are being leased to the Parent Company for a term of 5 years, with no escalation clause. 67,948,669 This pertains to the computer and general banking services provided by CBC-PCCI to the Parent Company to support its reporting requirements. Regulatory Reporting As required by BSP, the Group discloses loan transactions with investees and with certain DOSRI. Existing banking regulations limit the amount of individual loans to DOSRI, 70.00% of which must be secured, to the total of their respective deposits and book value of their respective investments in the lending company within the Group. In the aggregate, loans to DOSRI generally should not exceed total equity or 15.00% of total loan portfolio, whichever is lower. Annual Report 2013 151 NOTES TO FINANCIAL STATEMENTS BSP Circular No. 423 dated March 15, 2004 amended the definition of DOSRI accounts. The following table shows information relating to the loans, other credit accommodations and guarantees classified as DOSRI accounts under regulations existing prior to said Circular, and new DOSRI loans, other credit accommodations granted under said Circular (amounts in thousands): Consolidated Parent Company 2013 2012 2013 2012 Total outstanding DOSRI loans P6,899,699,448 P17,101,226,688 P6,890,582,635 P17,091,391769 Percent of DOSRI loans granted under regulations existing prior to BSP Circular No. 423 − – − − Percent of DOSRI loans granted under BSP Circular No. 423 − – − – Percent of DOSRI loans to total loans 3.08% 8.69% 3.21% 9.02% Percent of unsecured DOSRI loans to total DOSRI loans 7.55% 1.51% 7.55% 1.51% The amounts of loans disclosed for related parties above differ with the amounts disclosed for key management personnel since the composition of DOSRI is more expansive than that of key management personnel. BSP Circular No. 560 provides that the total outstanding loans, other credit accommodation and guarantees to each of the bank’s/ quasi-bank’s subsidiaries and affiliates shall not exceed 10.00% of the net worth of the lending bank/quasi-bank, provided that the unsecured portion of which shall not exceed 5.00% of such net worth. Further, the total outstanding loans, credit accommodations and guarantees to all subsidiaries and affiliates shall not exceed 20.00% of the net worth of the lending bank/quasi-bank; and the subsidiaries and affiliates of the lending bank/quasi-bank are not related interest of any director, officer and/or stockholder of the lending institution, except where such director, officer or stockholder sits in the BOD or is appointed officer of such corporation as representative of the bank/quasi-bank. As of December 31, 2013 and 2012, the Parent Company is in compliance with these requirements. On May 12, 2009, BSP issued Circular No. 654 allowing a separate individual limit of twentyfive (25.00%) of the net worth of the lending bank/quasi-bank to loans of banks/quasi-banks to their subsidiaries and affiliates engaged in energy and power generation. As of December 31, 2013 and 2012, the Parent Company is in compliance with these requirements. 29. COMMITMENTS AND CONTINGENT ASSETS AND LIABILITIES In the normal course of the Group’s operations, there are various outstanding commitments and contingent liabilities which are not reflected in the accompanying financial statements. Management does not anticipate any material losses as a result of these transactions. The following is a summary of contingencies and commitments of the Group and the Parent Company with the equivalent peso contractual amounts: Consolidated Parent Company 2013 2012 2013 2012 Trust department accounts (Note 27) P67,447,457,904 P133,990,082,969 P63,479,015,562 P128,608,409,873 Future exchange sold 36,116,560,158 28,193,379,035 36,116,560,158 28,193,379,035 Future exchange bought 20,778,554,007 15,399,796,450 20,778,554,007 15,399,796,450 Unused commercial letters of credit 17,574,202,929 9,296,546,289 17,573,829,122 9,296,546,289 IRS receivable 3,800,000,000 − 3,800,000,000 − Spot exchange bought 1,770,013,561 1,959,558,702 1,770,013,561 1,959,558,702 Spot exchange sold 1,081,746,061 1,397,070,000 1,081,746,061 1,397,070,000 Late deposits/payments received 506,175,794 363,757,406 502,489,719 360,993,305 Outstanding guarantees issued 327,707,419 347,346,511 327,707,419 347,346,511 Deficiency claims receivable 297,072,923 266,170,084 297,072,923 266,170,084 Inward bills for collection 231,328,492 372,071,503 231,328,492 372,071,503 Outward bills for collection 220,930,542 166,745,683 219,305,915 164,832,966 Others 2,684,834,278 2,050,690,811 2,684,780,321 2,050,660,044 30. SEGMENT INFORMATION The Group’s operating businesses are recognized and managed separately according to the nature of services provided and the markets served, with each segment representing a strategic business unit. The Group’s business segments are as follows: 152 a. Consumer Banking Group - principally handles housing and auto loans for individual and corporate customers; b. Institutional Banking Group (formerly Account Management Group) - principally administers all the lending, trade finance and corollary banking products and services offered to corporate and institutional customers; c. Branch Banking Group - principally handles retail and commercial loans, individual and corporate deposits, overdrafts and funds transfer facilities, trade facilities and all other services for retail customers; d. Treasury Group - principally provides money market, trading and treasury services, as well as the management of the Group’s funding operations by the use of government securities, placements and acceptances with other banks; and e. Others - principally handles other services including but not limited to asset management, insurance brokerage, remittances, operations and financial control, and other support services. The Group reports its primary segment information to the Chief Operating Decision Maker (CODM) on the basis of the abovementioned segments. The CODM of the Group is the Chief Operating Officer. Segment assets are those operating assets that are employed by a segment in its operating activities that are either directly attributable to the segment or can be allocated to the segment on a reasonable basis. Segment liabilities are those operating liabilities that result from the operating activities of a segment and that either are directly attributable to the segment or can be allocated to the segment on a reasonable basis. Interest income is reported net as management primarily relies on the net interest income as performance measure, not the gross income and expense. The segment results include internal transfer pricing adjustments across business units as deemed appropriate by management. Transactions between segments are conducted at estimated market rates on an arm’s length basis. Interest is charged/credited to the business units based on a pool rate which approximates the marginal cost of funds. Other operating income mainly consists of trading and securities gain (loss) - net, service charges, fees and commissions, trust fee income and foreign exchange gain - net. Other operating expense mainly consists of compensation and fringe benefits, provision for impairment and credit losses, taxes and licenses, occupancy, depreciation and amortization, stationery, supplies and postage and insurance. Other operating income and expense are allocated between segments based on equitable sharing arrangements. The Group has no significant customers which contributes 10% or more of the consolidated revenues. The Group’s asset producing revenues are located in the Philippines (i.e., one geographical location); therefore, geographical segment information is no longer presented. The following tables present relevant financial information regarding business segments measured in accordance with PFRS as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands): Institutional Banking Consumer Banking (formerly Account Management) 2013 2012 2011 2013 2012 2011 Results of Operations Net interest income Third party P1,422,959 P1,258,111 P1,044,611 P6,033,066 P5,811,273 P4,558,210 Intersegment (522,995) (795,294) (516,529) (2,773,931) (3,971,960) (2,700,568) 899,964 462,817 528,082 3,259,135 1,839,313 1,857,642 Other operating income 63,714 64,575 61,589 497,992 245,117 278,284 Total revenue 963,678 527,392 589,671 3,757,127 2,084,430 2,135,926 Other operating expense (405,082) (237,536) (189,591) (517,812) (612,499) (546,730) Income before income tax 558,596 289,856 400,080 3,239,315 1,471,931 1,589,196 Income tax provision − – – − – – Net income P558,596 P289,856 P400,080 P3,239,315 P1,471,931 P1,589,196 Total assets P22,903,039 P19,618,617 P15,495,942 P145,369,828 P126,520,656 P98,182,533 Total liabilities P111,769 P207,159 P104,225 P784,801 P1,783,490 P2,158,825 Depreciation and amortization P4,429 P5,374 P6,201 P5,163 P5,067 P4,597 Provision for impairment and credit losses 169,868 P42,955 P22,529 P242,599 P265,794 P263,502 Capital expenditures P7,465 P6,075 P17,735 P4,275 P11,370 P21,579 Annual Report 2013 153 NOTES TO FINANCIAL STATEMENTS Results of Operations Net interest income Third party Intersegment Other operating income Total revenue Other operating expense Income before income tax Income tax provision Net income Total assets Total liabilities Depreciation and amortization Provision for impairment and credit losses Capital expenditures Results of Operations Net interest income Third party Intersegment Other operating income Total revenue Other operating expense Income before income tax Income tax provision Net income Total assets Total liabilities Depreciation and amortization Provision for impairment and credit losses Capital expenditures 31. 2013 Branch Banking 2012 2011 2013 Treasury 2012 2011 (P544,700) (P1,083,972) (P1,482,725) P2,408,163 P1,627,403 P2,966,299 4,150,825 5,329,492 5,440,319 (977,468) (320,445) (1,313,183) 3,606,125 4,245,520 3,957,594 1,430,695 1,306,958 1,653,116 1,186,744 1,150,101 1,113,488 1,963,049 3,016,280 1,609,319 4,792,869 5,395,621 5,071,082 3,393,744 4,323,238 3,262,435 (4,770,170) (4,374,814) (3,998,324) (600,707) (628,332) (427,521) 22,699 1,020,807 1,072,758 2,793,037 3,694,906 2,834,914 (4,650) – – (445,260) (352,701) (446,431) P18,049 P1,020,807 P1,072,758 P2,347,777 P3,342,205 P2,388,483 P229,840,578 P164,497,356 P137,667,024 P101,327,433 P69,279,450 P65,791,965 P276,074,955 P211,473,913 P177,898,412 P64,108,438 P46,388,275 P31,094,602 P345,769 P343,375 P331,722 P3,733 P5,975 P9,927 P173,267 P87,630 P265,794 P488,989 P179,307 P147,596 Others 2012 (As restated 2013 Notes 2 and 10) 2011 (As restated Note 2) P− P2,583 P– P17,035 P– P18,424 Total 2012 (As restated 2013 Notes 2 and 10) 2011 (As restated Note 2) P616,503 P449,526 P1,465,344 P9,935,991 P8,062,341 P8,551,739 123,569 (241,793) (910,039) − – – 740,072 207,733 555,305 9,935,991 8,062,341 8,551,739 1,449,092 1,317,541 1,129,118 5,160,591 5,793,614 4,191,798 2,189,164 1,525,274 1,684,423 15,096,582 13,855,955 12,743,537 (3,027,827) (2,577,476) (1,958,292) (9,321,598) (8,430,657) (7,120,458) (838,663) (1,052,202) (273,869) 5,774,984 5,425,298 5,623,079 (224,626) (69,587) (100,977) (674,536) (422,288) (547,408) (P1,063,289) (P1,121,789) (P374,846) P5,100,448 P5,003,010 P5,075,671 (P85,742,955) (P55,756,032) (P54,584,039) P413,697,923 P324,160,047 P262,553,425 P27,218,261 P21,569,005 P11,675,563 P368,298,224 P281,421,842 P222,931,627 P393,792 P465,505 P363,658 P752,886 P825,296 P716,105 (P171,398) P1,063,288 (P337,787) P148,782 (P310,240) P500,416 P414,336 P1,165,241 P236,756 P672,251 P155,098 P705,750 EARNINGS PER SHARE (EPS) Basic EPS amounts are calculated by dividing the net income for the year by the weighted average number of common shares outstanding during the year (adjusted for stock dividends). The following reflects the income and share data used in the basic earnings per share computations: a. Net income attributable to equity holders of the parent b. Weighted average number of common shares outstanding* (Note 22) c. EPS (a/b) 2013 P5,103,258,492 2012 (As restated Notes 2 and 10) P5,018,197,140 2011 (As restated Note 2) P5,076,104,662 1,427,661,658 P3.57 1,427,661,658 P3.51 1,427,661,658 P3.56 *Weighted average number of outstanding common shares in 2012 and 2011 was recomputed after giving retroactive effect to stock dividends declared on May 2, 2013 (see Note 22). As of December 31, 2013, 2012 and 2011, there were no outstanding dilutive potential common shares. Before consideration of the 10.00% stock dividends declared in 2013, the EPS for 2012 and 2011 were P3.87 and P3.91, respectively. 154 32. FINANCIAL PERFORMANCE The following basic ratios measure the financial performance of the Group and the Parent Company: 2013 11.31% 1.45% 2.98% Return on average equity Return on average assets Net interest margin 33. Consolidated 2012 (As restated 2011 Notes 2 and (As restated 10) Note 2) 12.22% 13.81% 1.71% 2.06% 2.90% 3.76% Parent Company 2013 11.53% 1.53% 2.94% 2012 2011 (As restated - (As restated Note 2) Note 2) 12.54% 13.99% 1.79% 2.12% 2.91% 3.74% NON-CASH INVESTING ACTIVITIES The following is a summary of certain non-cash investing activities that relate to the analysis of the statements of cash flows: Fair value gain in AFS investment Addition to investment properties from settlement of loans Addition to chattel mortgage from settlement of loans Addition to non-current assets held for sale from settlement of loan Cumulative translation adjustment Fair value gain in AFS investment Addition to investment properties from settlement of loans Addition to chattel mortgage from settlement of loans Cumulative translation adjustment 34. 2013 (P1,441,364,235) 504,757,989 16,391,313 16,013,040 131,858,279 2013 (P1,418,820,683) 419,628,959 9,809,868 131,858,279 Consolidated 2012 (P432,619,037) 204,077,996 12,437,314 2011 P27,185,171 624,772,731 11,686,526 18,704,256 (90,847,759) – 87,610,861 Parent Company 2012 (P423,504,964) 122,668,392 12,437,314 (90,847,759) 2011 P2,032,030 610,465,821 11,686,526 87,610,861 OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES The amendments to PFRS 7, which is effective January 1, 2013, require the Group to disclose information about rights of offset and related arrangements (such as collateral posting requirements) for financial instruments under an enforceable master netting agreements or similar arrangements. The effects of these arrangements are disclosed in the succeeding table. December 31, 2013 Gross amounts Net amount offset in presented in Financial instruments Gross carrying accordance statements of recognized at amounts with financial end of reporting (before the offsetting position period by type offsetting) criteria [a-b] [a] [b] [c] Financial assets Currency forwards P67,952,065 P− P67,952,065 IRS 34,423,045 − 34,423,045 P102,375,110 P− P102,375,110 Financial liabilities Bills payable Currency forwards IRS P8,240,891,256 23,893,192 10,792,268 P8,275,576,716 P− − − P− Effect of remaining rights of set-off (including rights to set off financial collateral) that do not meet PAS 32 offsetting criteria Fair value of Financial financial instruments collateral [d] Net exposure [c-d] [e] P23,893,192 34,423,045 P58,316,237 − − − P44,058,873 − P44,058,873 8,240,891,256 P10,740,888,564 23,893,192 − 10,792,268 − 8,275,576,716 P10,740,888,564 P− − 18,891,048 P18,891,048 P− 23,893,192 − P23,893,192 Annual Report 2013 155 NOTES TO FINANCIAL STATEMENTS December 31, 2012 Financial instruments recognized at end of reporting period by type Financial assets Currency forwards Net amount Gross amounts presented in offset in statements of Gross carrying accordance with financial amounts (before the offsetting position offsetting) criteria [a-b] [a] [b] [c] P45,814,986 P– P45,814,986 Effect of remaining rights of set-off (including rights to set off financial collateral) that do not meet PAS 32 offsetting criteria Fair value of Financial financial instruments collateral* [d] Net exposure [c-d] [e] P11,100,762 P34,714,224 P– Financial liabilities Currency forwards P180,897,145 P– P180,897,145 P11,100,762 P106,730,000 P63,066,383 *Financial collateral pertains to cash collateral margin with counterparties to cover for certain mark-to-market losses. The amounts disclosed in column (d) include those rights to set-off amounts that are only enforceable and exercisable in the event of default, insolvency or bankruptcy. This includes amounts related to financial collateral both received and pledged, whether cash or non-cash collateral, excluding the extent of over-collateralization. 35. EVENTS AFTER THE REPORTING PERIOD Acquisition of PDB On January 15, 2014, the Parent Company obtained control of PDB upon its acquisition of majority of PDB’s outstanding subscribed capital stock in exchange for a cash consideration amounting to P1.13 billion (net of a 10.00% amount held under escrow to cover indemnifications to the Parent Company). The acquisition is pursuant to the SPA signed on December 18, 2013 by the Parent Company and the selling PDB stockholders representing 84.77% interest in PDB. Also on January 15, 2014, the following significant closing conditions of the SPA were carried out: a) Execution of the deeds of absolute sale of shares in favor of the Parent Company, evidencing the sale, assignment, transfer, and conveyance by majority of the selling PDB shareholders of the relevant sale shares; b) Resignation of each of the original members of the BOD of PDB; c) Election/re-election of the new members of the BOD of PDB, majority of which are members of the BOD of the Group. On January 17, 2014, the Parent Company remitted cash amounting to P1.30 billion to PDB which will be converted to PDB common shares as an additional capital infusion. As of the date of the authorization for issue of the financial statements, the MB of the BSP has yet to formally approve the transfer of the Sale Shares from the PDB Shareholders to the Parent Company. Also, the initial accounting for the business combination with PDB is incomplete and the P1.30 billion capital infusion has not been converted to PDB common shares. As of March 5, 2014, PDB has no outstanding availments from the clean credit facility granted by the Parent Company. Merger of CBSI and Unity Bank On January 20, 2014, CBSI obtained SEC’s approval of its merger with Unity Bank. The merger was effected via a share-for-share exchange, with CBSI as the surviving entity. Other Matters On March 5, 2014, the BOD of the Parent Company approved the capital infusion to its subsidiary, CBSI, of up to P800.0 million in tranches as may be considered necessary to support CBSI’s planned business growth and expansion and to enable CBSI to meet the minimum capital requirement under Basel III. In the said meeting, the BOD authorized the Parent Company to conduct a Rights Issue, by way of offering common shares to certain eligible shareholders, subject to approval of the regulatory agencies. The Parent Company expects to raise proceeds of up to P8.0 billion for the Rights Issue. The additional capital will enable the Parent Company to pursue growth strategies while ensuring that its capital adequacy levels remain above the new Basel III requirements, particularly in light of the recent acquisition of PDB. 36. APPROVAL OF THE FINANCIAL STATEMENTS The accompanying consolidated and parent company financial statements were authorized for issue by the Parent Company’s BOD on March 5, 2014. 37. SUPPLEMENTARY INFORMATION UNDER RR NO. 15-2010 In compliance with the requirements set forth by RR 15-2010, hereunder are the details of percentage and other taxes paid or accrued by the Parent Company in 2013. 156 Gross receipts tax Local taxes Fringe benefit tax Others Balance at end of year P674,410,922 42,995,273 4,949,157 560,828,642 P1,283,183,994 Withholding Taxes Details of total remittances of withholding taxes in 2013 and amounts outstanding as of December 31, 2013 are as follows: Final withholding taxes Withholding taxes on compensation and benefits Expanded withholding taxes 38. Total Remittances P706,773,225 431,338,836 95,939,169 P1,234,051,230 Amounts outstanding P67,311,092 25,186,932 5,550,035 P98,048,059 SUPPLEMENTARY INFORMATION UNDER RR 19-2011 In its 2013 filing for income tax return, the Parent Company disclosed the following information on taxable income and deductions using the revised format as required under RR 19-2011: Receipts/fees Other taxable income not subjected to final tax Cost of services Ordinary allowable itemized deductions P9,362,727,396 1,516,252,454 (5,122,057,836) (4,610,004,834) P1,146,917,180 Receipts/fees are as follows: Interest income Bank commission, fees and other charges Lease of properties P8,399,469,307 920,085,212 43,172,877 P9,362,727,396 Other taxable income not subjected to final tax are as follows: Income from assets acquired Trust department earnings Other operating earnings P660,651,426 416,286,552 439,314,476 P1,516,252,454 Cost of services are as follows: Salaries and wages Interest expense PDIC payments BSP supervision fee P2,741,944,847 1,872,857,001 408,797,611 98,458,377 P5,122,057,836 Ordinary allowable itemized deductions are as follows: Taxes and licenses Rental Depreciation Bad debts Communication, light and water Security services Losses Transportation and travel Repairs and maintenance Fuel and oil Janitorial and messengerial services Representation and entertainment Insurance Office supplies Professional fees Advertising and promotions Charitable contributions Miscellaneous P1,132,058,196 536,842,609 500,514,372 247,988,708 246,025,729 205,452,579 187,211,244 166,955,186 161,838,035 153,663,669 121,610,736 108,789,798 84,250,440 82,443,661 12,205,920 9,580,786 171,670 652,401,496 P4,610,004,834 Annual Report 2013 157 CHINA BANK BRANCHES MAKATI MAIN BRANCH (HO) CBC Bldg., 8745 Paseo de Roxas cor. Villar Sts., Makati City Trunkline:885-5555 (Private Exchange Connecting All Departments) Fax No.: 892-0220;817-1325 Marissa A. Auditor BINONDO BUSINESS CENTER CBC Bldg., Dasmariñas cor. Juan Luna Sts., Binondo, Manila Trunklines: 247-5388; 8855-222 (Private Exchange Connecting All Departments) Fax No.: 241-7058; 242-7225 Rosemarie C. Gan METRO MANILA 999 MALL BRANCH Unit 3D-5; 3D-7 999 Shopping Mall Bldg. 2, Recto-Soler Sts. Binondo, Manila Tel. Nos.: 523-1216/ 1217/ 1218/ 1219 Fax No.: 523-1215 Arnold S. Castillo ANTIPOLO CITY BRANCH G/F BudgetLane Arcade No. 6, Provincial Road Brgy. San Jose, Antipolo City, Rizal Tel. Nos.: 650-3277; 650-2087 695-1509 Fax No.: 650-2640 Judy Kristine N. Achacoso ARANETA AVE. BRANCH Philippine Whithasco Bldg. 420 Araneta Avenue, cor. Bayani St. Quezon City Tel. Nos.: 731-2252; 731-2261 732-4153; 731-2179 731-2216 Fax No.: 731-2243 Arlene T. Uy ARRANQUE BRANCH Don Felipe Building 675 Tomas Mapua St. Sta. Cruz, Manila Tel. Nos.: 733-3477; 734-4777 733-7704; 733-8335 to 40 734-4497 734-4501/06 Fax No.: 733-3481 Flora C. Peña ASUNCION BRANCH Units G6 & G7 Chinatown Steel Towers, Asuncion St. San Nicolas, Manila Tel. Nos.: 241-2311/52/59/61 Fax No.: 241-2352 Mary Ann E. Tiu AYALA-ALABANG BRANCH G/F, CBC-Building, Acacia Ave. Madrigal Business Park Ayala Alabang, Muntinlupa City Tel. Nos.: 807-0673-74 850-3785/9640/8888 Fax No.: 850-8670 Victoria G. Capacio 158 AYALA-COLUMNS BRANCH G/F The Columns Tower 3 Ayala Avenue, Makati City Tel. Nos.: 915-3672/3673/3674/3675 Fax No.: 915-3672 Lorela M. Guillermo BLUMENTRITT BRANCH 1777-1781 Cavite corner Leonor Rivera St. Blumentritt Sta. Cruz, Manila Tel. Nos.: 742-0254;711-8589 Fax No.: 711-8541 Jennet P. Jose CUBAO-AURORA BRANCH 911 Aurora Boulevard Extension corner Miami Street, Cubao, Quezon City Tel. Nos.: 912-5164/57 913-4675/76; 911-3524 Fax No.: 912-5167 Aida D. Cristobal BO. KAPITOLYO BRANCH G/F P&E Building, 12 United corner First Sts., Bo. Kapitolyo, Pasig City Tel. Nos.: 634-8370/8915/3697 Fax No.: 634-7504 Ana Victorina D. Camacho D. TUAZON BRANCH 174 A-B D. Tuazon St., Brgy. Maharlika Sta. Mesa Heights, Quezon City Tel. Nos.: 731-2516/2508 Fax No.: 731-0592 Ella Jane D. Cortez BALUT BRANCH North Bay Shopping Center Honorio Lopez Boulevard Balut, Tondo, Manila Tel. Nos.: 253-9921/29; 253-9620 251-1182/86 Fax No.: 253-9917 Josephine D. Paredes BONNY SERRANO BRANCH G/F Greenhills Garden Square 297 Col. Bonny Serrano Ave. Quezon City Tel. Nos.: 410-0677; 997-8043 997-8031 Fax No.: 410-0677 Arnold Y. Matutina DASMARIÑAS VILLAGE BRANCH 2283 Pasong Tamo Ext. corner Lumbang Street, Makati City Tel. Nos.: 894-2392/93; 813-2958 Fax No.: 894-2355 Ruth D. Holmes BANAWE BRANCH CBC Building, 680 Banawe Avenue Sta. Mesa Hts., District I, Quezon City Tel. Nos.: 743-7486/88 416-7028/7030; 711-8694 Fax No.: 743-7487 Rodolfo S. De Lara CAINTA BRANCH CBC Bldg (Beside Sta. Lucia East Mall) Felix Ave. (Imelda Ave.), Cainta, Rizal Tel. Nos.: 646-0691/93; 645-9974 682-1795 Fax No.: 646-0050 Hidelisa L. Robiñol BANAWE- MA. CLARA BRANCH G/F Prosperity Bldg. Banawe St., Quezon City Tel. Nos.: 732-1060; 740-4864 743-8967 Fax No.: 740-4864 Raidis M. De Guzman CAPITOL HILLS BRANCH G/F 88 Design Pro Building Capitol Hills Old Balara, Quezon City Tel. Nos.: 952-7776/7805/7804 Fax No.: 952-7806 Joanna Leigh R. Gojar BALINTAWAK-BONIFACIO BR. 657 A. Bonifacio Avenue Balintawak, Quezon City Tel. Nos.: 361-3449; 361-7825 362-3660; 361-0450 Fax No.: 361-0199 Vivian T. Kho BEL-AIR BRANCH G/F Avant Building, 48 Jupiter cor. Mars Streets Bel-Air Village Makati City Tel. Nos.: 897-2212; 899-4186/0685 Fax No.: 890-4062 Glenn R. Narvaez BETTER LIVING SUBD. BRANCH 128 Doña Soledad Ave. Parañaque City Tel. Nos.: 556-3467; 556-3468 556-3470 Fax No.: 556-3470 Flormina B. Jacinto BF HOMES BRANCH Aguirre cor. El Grande Aves. United BF Homes, Parañaque City Tel. Nos.: 825-6138/6891/6828 Fax No.: 825-5979 Charity N. Santos BF HOMES- AGUIRRE BRANCH Margarita Centre, Aguirre Ave. corner Elsie Gaches Street BF Homes, Parañaque City Tel. Nos.: 799-4707/4942 659-3359/3360; 556-5845 Fax No.: 659-3359 Maria Adelfa E. Bolivar BF RESORT VILLAGE BRANCH BF Resort Drive cor. Gloria Diaz St. BF Resort Village Talon Dos Las Piñas City Tel. Nos.: 873-4542, 873-4541 873-4540 Fax No.: 873-4543 Heizel P. Bautista COMMONWEALTH AVENUE BRANCH LGF Ever Gotesco Mall Commonwealth Center Commonwealth Avenue corner Don Antonio Road, Quezon City Tel. Nos.: 932-0818/0820 431-5000/01 Fax No.: 932-0822 Meneleo S. Bernardo CONGRESSIONAL AVENUE BRANCH G/F Unit C The Arete Square Congressional Ave. Project 8 Quezon City Tel. Nos.: 351-8648; 351-8645 351-8646 Fax No.: 351-8645 Marlon Darcy A. Mendoza CORINTHIAN HILLS BRANCH G/F The Clubhouse, Corinthian Hills Temple Drive Brgy. Ugong Norte Quezon City Tel. Nos.: 637-3170/3180/1915 Fax No.: 637-1905 Ma. Anacleta B. Gloria CUBAO-ARANETA BRANCH Shopwise Arcade Building Times Square St., Araneta Shopping Center, Cubao, Quezon City Tel. Nos.: 911-2369/70; 438-3830-32 911-2397 Fax No.: 911-2432 Arnulfo C. Tongson DIVISORIA-STA. ELENA BRANCH New Divisoria Condominium Center 632 Sta. Elena St., Binondo, Manila Tel. Nos.: 247-1435/36/37 Fax No.: 247-1436 Mary Elizabeth Uy DON ANTONIO BRANCH G/F Royale Place, Don Antonio Ave. Brgy. Old Balara, Quezon City Tel. Nos.: 932-9477; 952-9678/9354 Fax No.: 952-9344 Lilibeth M. David DEL MONTE AVENUE BRANCH No. 497 Del Monte Ave. Bgry. Manresa, Quezon City Tel. Nos.: 413-2826; 413-2825 916-8828; 871-2745 Fax No.: 361-1101 Wendy C. Tan DEL MONTE-MATUTUM BRANCH No. 202 Del Monte Avenue near corner Matutum St. Brgy St. Peter, Quezon City Tel. Nos.: 731-2535; 731-2571 413-2118; 416-7791 Fax No.: 416-7791 Stella A. Lim E. RODRIGUEZ-HILLCREST BRANCH No. 402 E. Rodriguez Sr. Blvd. Cubao, Quezon City Tel. Nos.: 571-8927; 571-8928 571-8929 Fax No.: 571-8927 Rachel D. Umali E. RODRIGUEZ SR. BLVD. BRANCH CBC Bldg., #286 E. Rodriguez Sr. Blvd. Brgy. Damayang Lagi, Quezon City Tel. Nos.: 416-3166; 722-5860 722-5893 725-9641 (MCB) Fax No.: 726-2865 Ana Ma. Raquel Y. Samala EASTWOOD CITY BRANCH Unit D, Techno Plaza One, Eastwood City Cyberpark, E. Rodriguez Jr. Ave. (C-5) Bagumbayan, Quezon City Tel. Nos.: 706 3491/3493/1979/ 3320/3448 Fax No.: 438-5531 Ramiro A. Amanquiton EDSA-KALOOKAN BRANCH No. 531 (Lot 5 Block 30) EDSA near corner Biglang Awa Street Kalookan City Tel. Nos.: 442-4338; 442-4339 442-4340 Fax No.: 442-4339 Carlito W. Macusi EDSA-TIMOG AVE. BRANCH G/F Richwell Corporate Center 102 Timog Ave., Brgy. Sacred Heart Quezon City Tel. Nos.: 441-5225; 441-5226 441-5227 Fax No.: 441-5228 Antonio J. Tan, Jr. ELCANO BRANCH G/F Elcano Tower, Elcano Street San Nicolas, Manila Tel. Nos.: 244-6760; 244-6765 244-6779 Fax No.: 244-6760 Gervie Roy S. Mendoza ERMITA BRANCH Ground Floor A, Ma. Natividad Bldg. #470 T. M. Kalaw cor. Cortada Sts. Ermita, Manila Tel. Nos.: 525-6477;;536-7794 525-6544;523-0074 523-9862 Fax No.: 525-8137 Gloria G. Mañosca ESPAÑA BRANCH España cor. Valencia Sts. Sampaloc, Manila Tel. Nos.: 741-9572/6209/6208/9565 Fax No.: 741-6207 Jose Omar S. Yuan EXAMINER BRANCH No. 1525 Quezon Ave. cor. Examiner St., West Triangle Quezon City Tel. Nos.: 376-3313/3314/3317/3318 Fax No.: 376-3315 Ma. Salome D. Garcia EVANGELISTA BRANCH Evangelista corner Gen. Estrella Sts. Bangkal, Makati City Tel. Nos.: 759-5095; 759-5096 856-0434; 856-0433 Fax No.: 759-5096 Sheijan A. Baladji FAIRVIEW BRANCH G/F Angelenix House, Fairview Ave. corner Camaro St., Quezon City Tel. Nos.: 937-5597; 938-9636 937-8086; 461-3004 Fax No.: 937-8086 Marilyn L. Navarro FILINVEST CORPORATE CITY BRANCH G/F Wilcon Depot, Alabang-Zapote road cor. Bridgeway Ave., Filinvest Corporate City, Alabang, Muntinlupa Tel. Nos.: 775-0097/0126 842-1993/2198 807-2657 (area Office) Fax No.: 775-0322 Mary Grace D.P. Macaraig FORT BONIFACIO GLOBAL CITY BRANCH G/F Marajo Tower, 26th Street cor. 4th Avenue, Fort Bonifacio Global City, Taguig City Tel. Nos.: 799-9072/9074 856-4416/4891/5196 403-1558 (MCB) Fax No.: 856-4416 Shellane S. Salgatar GIL PUYAT AVENUE BRANCH No. 65 Sen Gil Puyat Ave. Brgy. Palanan, Makati City Tel. Nos.: 844-0492/94 844-0688/90 Fax No.: 844-0497 Juvy P. Caguiat GREENBELT 1 BRANCH G/F Greenbelt 1, Legaspi Street near corner Paseo de Roxas Makati City Tel. Nos.: 836-1387; 836-1405 836-1406 Fax No.: 836-1406 Evanzueda T. Moran GREENHILLS BRANCH G/F Gift Gate Bldg. Greenhills Shopping Center San Juan, Metro Manila Tel. Nos.: 721-0543/56; 721-3189 727-9520;724-5078 724-6173; 727-2798 Fax No.: 726-7661 Maria Marta Theresa S. Suarez GREENHILLS-ORTIGAS BRANCH CBC-Building, 14 Ortigas Avenue Greenhills, San Juan, Metro Manila Tel. Nos.: 723-0530/01; 723-0502/04 726-1492; 727-4163 (Area Head) Fax No.: 723-0556; 725-9025 Jose Redentor V. Trinidad HEROES HILLS BRANCH Quezon Ave. corner J. Abad Santos Street, Heroes Hills, Quezon City Tel. Nos.: 351-4359/5121; 411-3375 412-5697 Fax No.: 351-5121 Mirasol C. Ruiz ILAYA BRANCH #947 APL-YSL Bldg. Ilaya, Tondo, Manila Tel. Nos.: 245-2416; 245-2548 245-2557 Fax No.: 245-2545 Jefferson G. Ching INTRAMUROS BRANCH No. 409 A. Soriano Avenue Intramuros, Manila Tel. Nos.: 528-4241; 536-1044 536-5971; 310-5122 Fax No.: 536-1044 Shirley L. Coquinco J. ABAD SANTOS AVENUE BRANCH 2159 J. Abad Santos Ave. cor. Batangas St., Tondo, Manila Tel. Nos.: 255-1201 to 02; 255-1204 Fax No.: 255-1203 Gil P. Navelgas JUAN LUNA BRANCH G/F Aclem Building, 501 Juan Luna St. Binondo, Manila Tel. Nos.: 247-3570/3795/3786 480-0211 Fax No.: 247-3795 Mary Ann K. Abrigo KALAYAAN AVE. BRANCH G/F PPS Building Kalayaan Avenue, Quezon City Tel. Nos.: 332-3858; 332-3859 332-3860 Fax No.: 332-3859 Rowena C. Lagman KALOOKAN BRANCH CBC Bldg., 167 Rizal Avenue Extension Grace Park, Kalookan City Tel. Nos.: 364-0515/35; 364-0717/31 364-0494; 364-9948 366-9457 Fax No.: 364-9864 Danilo T. Sarita KALOOKAN- CAMARIN BRANCH Annex Bldg. Space No. 3, Zabarte Town Center No. 588 Camarin Road corner Zabarte Road Kalookan City Tel. Nos.: 442-6830; 442-7541 Fax No.: 442-6825 Albert V. Timbang KALOOKAN-MONUMENTO BRANCH 779 Mc Arthur Highway, Kalookan City Tel. Nos.: 364-2571; 361-3270 921-3043 Fax No.: 361-3271 Mercedez F. Lazaro KAMIAS BRANCH G/F CRM Building II, 116 Kamias Road corner Kasing-Kasing Street Quezon City Tel. Nos.: 433-6007; 920-7367 920-8770 Fax No.: 920-5723 Mary Ann P. Arroyo KARUHATAN BRANCH No. 248 McArthur Highway Karuhatan, Valenzuela City Tel. Nos.: 291-0431/0175; 440-0033 Fax No.: 440-00-33 Rosa C. Arteche KATIPUNAN AVE.-ST. IGNATIUS BRANCH CBC Building, No. 121 Katipunan Ave. Brgy. St. Ignatius, Quezon City Tel. Nos.: 913-5532; 912-5003 913-3226 Fax No.: 913-5532 Ramiro Mateo D. Valdivia LAS PIÑAS BRANCH CBC- Bldg., Alabang-Zapote Road cor. Aries St., Pamplona Park Subd. Las Piñas City Tel. Nos.: 874-6204; 874-6210 Fax No.: 874-6414 Myra D. Adriano LAS PIÑAS-MANUELA BRANCH Alabang-Zapote Road cor. Philamlife Ave., Pamplona Dos Las Piñas City Tel. Nos.: 872-9801/9572/9533 871-0770 Fax No.: 871-0771 Mario D. Dalangin LEGASPI VILLAGE-AIM BRANCH G/F Cacho-Gonzales Building 101 Aguirre cor. Trasierra Streets Legaspi Village, Makati City Tel. Nos.: 818-8156; 818-0734 818-9649; 894-5882 to 85 Fax No.: 818-0240 Ma. Luisa C. Rivera LEGASPI VILLAGE-C. PALANCA BRANCH Suite A, Basic Petroleum Building 104 C. Palanca Jr. Street Legaspi Village, Makati City Tel. Nos.: 894-5915/18; 810-1464 Fax No.: 894-5868 Ma. Rosalie F. Cipriano LEGASPI VILLAGE-PEREA BRANCH G/F Greenbelt Mansion, 106 Perea St. Legaspi Village, Makati City Tel. Nos.: 893-2273/2272/2827 Fax No.: 893-2272 Paul J. Bugayong LEGASPI VILLAGE-SALCEDO BRANCH G/F Fedman Suites, 199 Salcedo Street, Legaspi Village, Makati City Tel. Nos.: 893-7680; 893-2618 759-2462 893-1503; 816-0905 Fax No.: 893-3746 Manuel O. Yap MAGALLANES VILLAGE BRANCH G/F DHI Bldg., No. 2 Lapu-Lapu Ave. corner EDSA, Magallanes Village Makati City Tel. Nos.: 757-0272/0240; 852-1290 852-1245 Fax No.: 852-1245 Ma. Monica M. Ela MAKATI AVENUE BRANCH G/F CBC Building, Makati Ave. cor. Hercules St., Makati City Tel. Nos.: 890-6971 to 74 Fax No.: 890-6975 Ma. Emma Lourdes A. Libas MALABON-CONCEPCION BRANCH Gen. Luna corner Paez Streets Concepcion, Malabon Tel. Nos.: 281-0102/03/04/05 281-0293 Fax No.: 281-0106 Ma. Elenita M. Baradi MALABON-GOV. PASCUAL BRANCH CBC Building, Gov. Pascual Avenue Malabon City Tel. Nos.: 352-1816;352-1817 352-1822; 961-2147 Fax No.: 352-1822 Amy A. Go Annual Report 2013 159 CHINA BANK BRANCHES MALABON-POTRERO BRANCH CBC Bldg., McArthur Highway Potrero, Malabon Tel. Nos.: 448-0524/25 361-8671/7056 Fax No.: 448-0525 Leslie Y. De Los Angeles MALANDAY BRANCH CBC Bldg. McArthur Highway Malanday, Valenzuela City Tel. Nos.: 432-9787; 292-6956/57 445-3201; 432-9785 Fax No.: 292-6956 Miguela Gladiola G. Santos MANDALUYONG-BONI AVE. BRANCH G/F VOS Bldg., Boni Avenue corner San Rafael Street, Mandaluyong City Tel. Nos.: 746-6283/85; 534-2289 Fax No.: 534-1968 Paul J. Siongco MAYON BRANCH 561-B. Mayon St. Brgy. N.S. Amoranto, Quezon City Tel. Nos.: 731-9054/2766; 741-2409 Fax No.: 731-2766 Teresita G. Sy ONGPIN BRANCH G/F Se Jo Tong Building, 808 Ongpin Street, Sta. Cruz, Manila Tel. Nos.: 733-8962 to 66; 735-5362 Fax No.: 733-8964 Dolly C. Diu MEZZA RESIDENCES BRANCH G/F Mezza Residences, Aurora Blvd. corner Araneta Avenue Brgy. Doña Imelda, Quezon City Tel. Nos.: 516-0764; 516-0765 516-0766 Fax No.: 516-0764 Manuel S. Aurora ORTIGAS-ADB AVE. BRANCH LGF City & Land Mega Plaza ADB Ave. cor. Garnet Rd. Ortigas Center, Pasig City Tel. Nos.: 687-2457/58 687-2226/3263 Fax No.: 687-2457 Jossef Dennis Z. Timbol MUNTINLUPA- PUTATAN BRANCH G/F Teknikos Bldg., National Highway Brgy. Putatan, Muntinlupa City Tel. Nos.: 511-0980; 808-1817 Fax No.: 808-1819 Carina A. Cariño ORTIGAS AVE. EXT.- RIVERSIDE BRANCH Unit 2-3 Riverside Arcade Ortigas Avenue Extension corner Riverside Drive, Brgy. Sta. Lucia Pasig City Tel. Nos.: 748-18-08; 748-4426 655-7403; 655-8350 Fax No.: 655-8350 Tita C. Ibarbia MANDALUYONG-PIONEER BRANCH UG-05 Globe Telecom Plaza Tower I Pioneer Street, Mandaluyong City Tel. Nos.: 746-6949; 635-4198 632-1399 Fax No.: 746-6948 Marie Jane V. Malig N. DOMINGO BRANCH G/F The Main Place, No. 1 Pinaglabanan, cor. N. Domingo Sts. San Juan City Tel. Nos.: 470-2915; 470-2916 470-2917 Fax No.: 470-2916 Jocelyn S. Salvador MARIKINA- STA. ELENA BRANCH 250 J.P. Rizal Street, Sta. Elena Marikina City Tel. Nos.: 646-4281; 646-4277 646-4279; 646-1807 Fax No.: 646-1807 Rosalinda R. Yuseco NAVOTAS BRANCH No. 500 M. Naval St. near corner Lacson St., Brgy. North Bay Boulevard North (NBBN), Navotas City Tel. Nos.: 283-0752 to 54 Fax No.: 283-0752 Maria Cristina B. Tamayo MARIKINA- FAIRLANE BRANCH G/F E & L Patricio Building No. 809 J.P. Rizal Ave. Concepcion Uno, Marikina City Tel. Nos.: 997-0684; 997-0897 998-1817; 948-6120 (MCB) Fax No.: 997-0897 Homer D. Petallano NOVALICHES BRANCH 954 Quirino Highway, Novaliches Proper, Novaliches, Quezon City Tel. Nos.: 936-3512; 937-1133/35/36 Fax No.: 936-1037 Edwin T. Tamayo MARIKINA- GIL FERNANDO BRANCH Block 9, Lot 14 Gil Fernando Ave. Marikina City Tel. Nos.: 646-0780; 646-8032 358-2138 Fax No.: 646-8032 Imelda F. Polenday MARIKINA- SSS VILLAGE BRANCH Lilac cor. Rainbow Sts., SSS Village Concepcion Dos, Marikina City Tel. Nos.: 948-5135; 941-7709 997-3343 Fax No.: 942-0048 Nerissa J. Ramos MASANGKAY BRANCH 959-961 G. Masangkay Street Binondo, Manila Tel. Nos.: 244-1828/35/48/56/59 Fax No.: 244-1833 Christopher C. Ty MASANGKAY- LUZON BRANCH 1192 G. Masangkay St. Sta. Cruz, Manila Tel. Nos.: 255-0739; 254-9974 254-9335 Fax No.: 254-9974 Gina C. Chua 160 NOVALICHES-SANGANDAAN BRANCH CBC Building, Quirino Highway corner Tandang Sora Ave. Brgy. Sangandaan Novaliches Quezon City Tel. Nos.: 935-3049; 935-3491 Fax No.: 935-2130 Ronaldo T. Uy, Jr. NOVALICHES-TALIPAPA BRANCH 528 Copengco Bldg., Quirino Highway Talipapa, Novaliches, Quezon City Tel. Nos.: 936-2202; 936-3311 936-7765 Fax No.: 936-2202 Joseph Nestor B. Belisario NOVALICHES- ZABARTE BRANCH G/F C.I. Bldg 1151 Quirino Highway corner Zabarte Road, Brgy. Kaligayahan Novaliches, Quezon City Tel. Nos.: 461-7691; 461-7694 461-7698 Fax No.: 461-7691 Caroline K. Barcinal NUEVA BRANCH Unit Nos. 557 & 559 G/F Ayson Building Yuchengco St. Binondo, Manila Tel. Nos.: 247-6374; 247-6396 247-0493; 480-00-66 Fax No.: 247-6396 Melissa S. Uy ORTIGAS CENTER BRANCH Unit 101 Parc Chateau Condominium Onyx corner Sapphire Streets Ortigas Center, Pasig City Tel. Nos.: 633-7960/70/53/54 634-0178 Fax No.: 633-7971 Virginia G. Go ORTIGAS COMPLEX BRANCH G/F Padilla Building, F. Ortigas Jr. Road (formerly Emerald Avenue) Ortigas Center, Pasig City Tel. Nos.: 634-3469; 631-2772 Fax No.: 633-9039 Christabel Ethel C. Gabriana ORTIGAS-JADE DRIVE BRANCH Unit G-03, Antel Global Corporate Center, Jade Drive, Ortigas Center Pasig City Tel. Nos.: 638-4489; 638-4490 638-4510; 638-4540 Fax No.: 638-4540 Grace N. Soriano PACO BRANCH Gen. Luna corner Escoda Street Paco, Manila Tel. Nos.: 526-6492; 536-6630/31/72 Fax No.: 536-6657 Susan V. Co PACO- OTIS BRANCH G/F Union Motor Corporation Bldg. 1760 Dra. Paz Guazon St. Paco, Manila Tel. Nos.: 561-6902; 561-6981 564-2247 Fax No.: 561-6981 Ma. Victoria O. Rondilla PADRE FAURA BRANCH G/F Regal Shopping Center A. Mabini cor. P. Faura Sts. Ermita, Manila Tel. Nos.: 526-0586; 527-3202 527-7865 Fax No.: 527-3202 Carmina P. Manimbo PARAÑAQUE-SUCAT BRANCH No. 8260 (between AMA Computer School and PLDT), Dr. A. Santos Avenue, Brgy. San Isidro Parañaque City Tel. Nos.: 820-8951/52; 820-2044 825-2501 Fax No.: 825-9517 Alejandro I. Alvarez, Jr. PASAY-LIBERTAD BRANCH CBC-Building, 184 Libertad Street Antonio Arnaiz Ave., Pasay City Tel. Nos.: 551-7159; 834-8978 831-0306; 831-0498 Fax No.: 551-7160 Michelle C. Ang PASAY-ROXAS BLVD. BRANCH GF Unit G-01 Antel Seaview Towers 2626 Roxas Blvd., Pasay City Tel. Nos.: 551-9067/68/69; 833-5048 Fax No.: 551-1768 Ronaldo H. Francisco PASIG- C. RAYMUNDO BRANCH G/F MicMar Apartments No. 6353 C. Raymundo Avenue Brgy. Rosario, Pasig City Tel. Nos.: 642-3652; 628-3912 628-3922; 628-3922 Fax No.: 576- 4134 Mary Roslyne D. Balatbat PASIG- MERCEDES BRANCH Commercial Motors Corp. Compound Mercedes Ave., Pasig City Tel. Nos.: 628-0197/0209/0201 Fax No.: 628-0211 Rosanna H. Malavega PASIG-SANTOLAN BRANCH G/F Felmarc Business Center Amang Rodriguez Avenue Santolan, Pasig City Tel. Nos.: 646-0635; 682-3474 682-3514; 681-4575 Fax# 646-0514 Joanaru B. Macalagay PASIG- SM SUPERCENTER BRANCH G/F SM Supercenter Pasig Frontera Drive, C-5, Ortigas, Pasig City Tel. Nos.: 706-3207/3208/3209 Fax No.: 706-3208 Maria Norissa D. Mempin PASO DE BLAS BRANCH G/F CYT Bldg., No. 178 Paso de Blas Valenzuela City Tel. Nos.: 292-3215/3213/3216 Fax No.: 444-8850 Ma. Letecia G. Milan PASONG TAMO BAGTIKAN BRANCH G/F Trans-Phil House 1177 Chino Roces Ave. cor. Bagtikan St., Makati City Tel. Nos.: 403-4820; 403-4821 403-4822; 738-7591 Fax No.: 403-4821 Rose Marie Y. Oquendo PASONG TAMO-CITYLAND BRANCH Units UG30-UG32 Cityland Pasong Tamo Tower, 2210 Pasong Tamo St. Makati City Tel. Nos.: 817-9337/47/51/60/82 Fax No.: 817-9351 Arnnie B. Alanano PHILAM BRANCH #8 East Lawin Drive Philam Homes, QC Tel. Nos.: 927-9841; 924-2872 929-5734 Fax No.: 929-3115 April Jean P. Chiong QUEZON AVE. BRANCH No. 18 G & D Bldg., Quezon Ave. cor. D. Tuazon St., Q.C. Tel. Nos.: 712-3676; 712-0424 740-7779/80; 712-1105 416-8891; 732-2137 (MCB) Fax No.: 712-3006 Anita Y. Samala QUIAPO BRANCH 216-220 Villalobos St. Quiapo, Manila Tel. Nos.: 733-2052/59/61 733-6282/86 Fax No.: 733-6282 Leslie C. So ROOSEVELT AVE. BRANCH CBC Bldg., #293 Roosevelt Ave. San Francisco Del Monte, Quezon City Tel. Nos.: 371-5133 to 35; 410-2160 410-1957; 371-2766 Fax No.: 371-2765 Eileen M. Felipe SALCEDO VILLAGE-TORDESILLAS BRANCH G/F Prince Tower Condominium 14 Tordesillas St., Salcedo Village Makati City Tel. Nos.: 813-4901/32/33 813-4944/52 Fax No.: 813-4933 Pamela Joyce E. Gonzalez SALCEDO VILLAGE-VALERO BRANCH G/F Valero Tower, 122 Valero Street Salcedo Village, Makati City Tel. Nos.: 892-7768/69; 812-9207 893-8188/96 Fax No.: 892-7769 Nellie S.D. Alar SALES- RAON BRANCH 611 Sales St., Quiapo, Manila Tel. Nos.: 734-5806; 734-7427 734-6959 Fax No.: 734-6959 Elizabeth I. Trinidad SAN JUAN BRANCH 17 (new) F. Blumentritt St. San Juan, M. M. Tel. Nos.: 724-8263; 726-4826 744-5616 to 18; 723-7333 Fax No.: 723-4998 Area Office- 725-9025 Joel Kenward Y. Uy SHAW-HAIG BRANCH G/F First of Shaw Bldg., Shaw Blvd. corner Haig St., Mandaluyong City Tel. Nos.: 534-1073; 534-0744 718-0218; 621-6459 531-0795 (MCB) Fax No.: 576-3841 (telefax) Virginia T. Bernabe SHAW-PASIG BRANCH G/F RCC Center No. 104 Shaw Boulevard, Pasig City Tel. Nos.: 634-5018/19; 634-3343/44 747-7812; 634-3340 638-2751 (MCB) Fax No.: 634-3344 Hermenegildo G. Cariño SM CITY NORTH EDSA- ANNEX BRANCH UGF New Annex Building SM City North EDSA EDSA, Quezon City Tel. Nos.: 441-1370/1372/1373 Fax No.: 441-1372 Rommel R. Sunga SHAW-SUMMIT ONE BRANCH Unit 102 Summit One Office Tower 530 Shaw Boulevard Mandaluyong City Tel. Nos.: 531-3970; 531-5736 531-4058; 531-1304 533-8723; 533-4948 Fax No.: 531-9469 Lilian B. Orlina SM CITY SAN LAZARO BRANCH UGF (Units 164-166) SM City San Lazaro, Felix Huertas Street corner A.H. Lacson Extension Sta. Cruz, Manila Tel. Nos.: 742-1572; 742-2330 493-7115 Fax No.: 732-7935 Jocelyn E. Tan SM AURA PREMIER BRANCH L/G SM Aura Premier, McKinley Parkway, Fort Bonifacio Global City Taguig City Tel. Nos.: 808-9727; 808-9701 (telefax) Cristina S. Filio SM CITY BF PARAÑAQUE BRANCH G/F SM City BF Parañaque Dr. A. Santos Ave. corner President’s Avenue, Parañaque City Tel. Nos.: 825-3201; 825-2990 825-3095; 820-0911 Fax No.: 825-1062 Aldrin S. Parco SM CITY BICUTAN BRANCH LGF, Bldg. B, SM City Bicutan Doña Soledad Ave. cor. West Service Rd., Parañaque City Tel. Nos.: 821-0600/0700/0600 777-9347 Fax No.: 821-0500 Kathlyn I. Abalos SM CITY FAIRVIEW BRANCH LGF, SM City Fairview Quirino Avenue corner Regalado Avenue, Fairview, Quezon City Tel. Nos.: 417-2878; 939-3105 Fax No.: 418-8228 Ma. Nila B. Dujunco SM CITY MARIKINA BRANCH G/F SM City Marikina Marcos Highway, Brgy. Calumpang Marikina City Tel. Nos.: 477-1845/46/47; 799-6105 Fax No.: 477-1847 Donna G. Del Rosario SM CITY MASINAG BRANCH SM City Masinag, Marcos Highway Brgy. Mayamot, Antipolo City Tel. Nos.: 655-8764; 655-9124 655-8771 Fax No.: 655-9124 Kathleen Joy R. Chupungco SM CITY NORTH EDSA BRANCH Cyberzone Carpark Bldg. SM City North Avenue, corner EDSA Quezon City Tel. Nos.: 456-6633; 454-8108/21 925-4273 Fax No.: 927-2234 Edmund R. Vicente SM CITY TAYTAY BRANCH Unit 147 Bldg. B, SM City Taytay Manila East Road Brgy. Dolores Taytay, Rizal Tel. Nos.: 286-5844; 286-5979 661-2276; 661-2277 Fax No.: 661-2235 Godofredo B. Ponciano, Jr. SM MALL OF ASIA BRANCH G/F Main Mall Arcade, SM Mall of Asia Bay Blvd., Pasay City Tel. Nos.: 556-0100/0102/0099 625-2246 Fax No.: 556-0099 Charmaine V. Santos SM MEGAMALL BRANCH LGF Building A, SM Megamall E. delos Santos Avenue corner J. Vargas St. Mandaluyong City Tel. Nos.: 633-1611/12; 633-1788/89 638-7213 to15 Fax No.: 633-4971 or 633-1788 Edna A. Torralba SM SOUTHMALL BRANCH UGF SM Southmall, Alabang-Zapote Road, Talon 1, Almanza, Las Piñas City Tel. Nos.: 806-6116/19; 806-3536 806-3547 Fax No.: 806-3548 Virgilio V. Villarosa SOLER- 168 BRANCH G/F R & S Bldg, Soler St., Manila Tel. Nos.: 242-1041; 242-1674 242-1685 Fax No.: 242-1041 Charles T. Salaya STO. CRISTO BRANCH 711-715 Sto. Cristo cor. Commercio Sts., Binondo, Manila Tel. Nos.: 242-4668/73; 242-5361 241-1243; 242-5449 242-3670 Fax No.: 242-4672; 242-4761 Victoria L. Chua T. ALONZO BRANCH Abeleda Business Center 908 T. Alonzo corner Espeleta Streets Sta. Cruz, Manila Tel. Nos.: 733-9581/82 734-3231 to 33 Fax No.: 733-9582 Hermenia L. Tan TAFT AVE. - QUIRINO BRANCH 2178 Taft Avenue near corner Quirino Avenue, Malate, Manila Tel. Nos.: 521-7825; 527-3285 527-6747 Fax No.: 527-3285 Jorielyn B. Nuqui TIMOG AVE. BRANCH G/F Prince Jun Condominium 42 Timog Ave., Q.C. Tel. Nos.: 371-4523/24; 371-4522/06 986-3668 Fax No.: 371-4503 Jasmine O. Ty TRINOMA BRANCH Unit P002, Level P1, Triangle North of Manila, North Avenue corner EDSA Quezon City Tel. Nos.: 901-5570-5573 Fax No.: 901-5573 Maria Catleya C. Reyes TUTUBAN PRIME BLOCK BRANCH Rivera Shophouse, Podium Area Tutuban Center Prime Block C.M. Recto Ave. corner Rivera Street Manila Tel. Nos.: 255-1414/15 Fax No.: 255-5441 Irene C. Chan UP TECHNO HUB BRANCH UP AyalaLand Techno Hub Commonwealth Ave., Quezon City Tel. Nos.: 441-1331/1332/1334 Fax No.: 798-4800 Anna Mercedes B. Flores VALENZUELA BRANCH CBC-Bldg., Mc Arthur Highway cor. V. Cordero St., Marulas Valenzuela City Tel. Nos.: 293-8920; 293-6160 293-5088 to 90; 293-8919 293-5091 Fax No.: Rosa L. Chiu VALENZUELA- GEN. LUIS BRANCH AGT Building, 425 Gen. Luis Street Paso de Blas, Valenzuela City Tel. Nos.: 443-6160/61; 983-3861/62 Fax No.: 443-6161 Alicia S. Gavino VISAYAS AVE. BRANCH CBC-Building, Visayas Avenue corner Congressional Ave. Ext., Quezon City Tel. Nos.: 454-0189; 925-2173 455-4334/35 Fax No.: 925-2155 Thelma S. Cabanban WEST AVE. BRANCH 82 West Avenue, Quezon City Tel. Nos.: 924-3131/3143/6363 920-6258; 411-6010/6011 928-3270 Fax No.: 924-6364 Corina R. Sesdoyro XAVIERVILLE BRANCH 65 Xavierville Ave. Loyola Heights, Quezon City Tel. Nos.: 433-8696; 929-1265 927-9826 Fax No.: 929-3343 Alma A. Sevilla Annual Report 2013 161 CHINA BANK BRANCHES LUZON ANGELES CITY BRANCH CBC-Building, 949 Henson St. Angeles City Tel. Nos.: (045) 887-1549; 323-5343 887-1550/2291 625-8660/61 Fax No.: (045) 625-8661 Luzviminda Grace M. Santos ANGELES CITY- BALIBAGO BRANCH Diamond Square, Service Road McArthur Highway cor. Charlotte St. Balibago, Angeles City, Pampanga Tel. Nos.: (045) 892-5136; 892-5144 Fax No.: (045) 892-5144 Rean S. Bernarte ANGELES CITY- MARQUEE MALL BRANCH G/F Marquee Mall Angeles City, Pampanga Tel. Nos.: (045) 436-4013; 304-0850 889-0975 Fax No.: (045) 304-0850 Joselito M. Datu ANGELES- MCARTHUR HIGHWAY BRANCH CBC Bldg. San Pablo St. corner Mc Arthur Highway, Angeles City Tel. Nos.: (045) 323-5793; 887-6028 625-9362 Fax No.: (045) 887-6029 Maria Josefa R. Nisce ANGELES CITY- STO. ROSARIO BRANCH Angeles Business Center Bldg. Teresa Avenue Nepo Mart Complex Angeles City, Pampanga Tel. Nos.: (045) 888-5175; 322-9596 Fax No.: (045) 888-5175 Gina K. Reyes APALIT BRANCH CBC Building, McArthur Highway San Vicente, Apalit, Pampanga Tel. Nos.: (045) 652-1131 Fax No.: (045) 302-9560 Nancy T. Mensalvas BAGUIO CITY BRANCH G/F Juniper Bldg. A. Bonifacio Rd., Baguio City Tel. Nos.: (074) 442-9581; 443-5908 443-8659 to 60; 442-9663 Fax No.: (074) 442-9663 Mary Anne A. Tiwaquen BAGUIO CITY- ABANAO BRANCH G/F Paladin Hotel, No. 136 Abanao Ext. corner Cariño St., Baguio City Tel. Nos.: (074) 424-4837; 424-4838 Fax No.: (074) 424-4838 Edward U. Catipon BALANGA CITY BRANCH G/F Dilig Building, Don Manuel Banzon Street, Balanga City, Bataan Tel. Nos.: (047) 237-9388/89 791-1779 Fax No.: (047) 791-1779 Michelle Y. Aquino 162 BALER BRANCH Provincial Road, Barrio Suklayain Baler, Aurora Tel. No.: (02) 703-331 (Manila line) Renato P. del Rosario, Jr. BALIWAG BRANCH Km. 51, Doña Remedios Trinidad (DRT) Highway Baliwag, Bulacan Tel. Nos.: (044) 766-1066/5257 673-5338 Fax No.: (044) 766-5257 Janet R. De Castro BATANGAS CITY BRANCH P. Burgos Street, Batangas City Tel. Nos.: (043) 723-0953; 520-6118 (Mla-direct) Fax No.: 520-6118 (Mla-direct) (043) 402-9157 Erlan Antonio B. Olavere BATANGAS- BAUAN BRANCH 62 Kapitan Ponso St., Bauan, Batangas Tel. Nos.: (043) 702-4481; 702-5383 Fax No.: (043) 702-4481 Ruvishella S. Bicol BATANGAS- LEMERY BRANCH Miranda Building, Ilustre Avenue Lemery, Batangas Tel. No.: (043) 409-3467 984-0206 (Manila line) Enrique M. Padua BULACAN- STA. MARIA BRANCH J.P Rizal corner C. de Guzman St. Poblacion, Sta. Maria Tel. Nos.: (044) 288-2006; 815-2951 913-0334 Fax No.: (044) 288-2006 Karen S. Mendoza CABANATUAN CITY BRANCH Melencio cor. Sanciangco Sts. Cabanatuan City Tel. Nos.: (044) 600-4265 463-0935 to 36 Fax No.: (044) 463-0936 Juanito C. Santiago CABANATUAN-MAHARLIKA BRANCH CBC-Building, Maharlika Highway Cabanatuan City Tel. Nos.: (044) 463-8586/87 463-7964; 600-3590 940-2395 Fax No.: (044) 463-8587 Jocelyn C. Concepcion CALAPAN CITY BRANCH J.P. Rizal St., San Vicente Calapan City, Oriental Mindoro Tel. Nos.: (043) 288-8978/8508 441-0382 Fax No.: (043) 441-0382 Ruel A. Añonuevo CANDON CITY BRANCH CBC Building, National Road, Poblacion Candon City, Ilocos Sur Tel. No.: (077) 674-0554 Telefax: (077) 674-0574 Lucia R. Gacula CARMONA BRANCH CBC Building, Paseo de Carmona Brgy. Maduya, Carmona, Cavite Tel. Nos.: (046) 430-1969/1277/3568 4753941 (Manila line) Fax No.: (046)430-1277 Jonathan John H. Zamora ISABELA-ILAGAN BRANCH G/F North Star Mall Maharlika Highway Brgy. Alibagu, Ilagan, Isabela Tel. Nos.: (078) 323-0179; 323-0178 Fax No.: (078) 323-0179 Donnabella D. Castillo CAUAYAN CITY BRANCH G/F Prince Christopher Bldg. Maharlika Highway, Cauayan City Isabela Tel. Nos.: (078) 652-1849; 897-1338 652-0061 Fax No.: (078) 652-1849 Mary Ann S. Gaspar ISABELA- ROXAS BRANCH National Road, Brgy. Bantug Roxas, Isabela Tel. Nos.: (078) 376-0422 376-0434 Adeluiso L. Cabugos CAVITE-DASMARIÑAS BRANCH G/F CBC Bldg., Gen. E. Aguinaldo Highway Dasmariñas, Cavite Tel. Nos.: (046) 416-5036/39/40 584-40-83 (Manila line) Fax No.: (046) 416-5036 Arlyn G. Araña CAVITE-IMUS BRANCH G/F CBC Bldg., Nueno Avenue Tanzang Luma, Imus, Cavite Tel. Nos.: (046) 970-8726/64 471-2637; 471-7094 Fax No.: (046) 471-2637 Noreen S. Purificacion CAVITE- MOLINO BRANCH Patio Jacinto, Molino Road Molino 3, Bacoor, Cavite Tel. Nos.: (046) 431-0632 TelefFax: (046) 431-0901 Mario E. Sayoc II CAVITE-ROSARIO BRANCH G/F CBC Building, Gen Trias Drive Rosario, Cavite Tel. Nos.: (046) 437-0057 to 59 Fax No.: (046) 437-0058 Ma. Lorna A. Virata DAET BRANCH Vinzons Avenue, Daet Camarines Norte Tel. No.: (054) 440-0067 Telefax: (054) 440-0066 Sheila F. Dalupang DAGUPAN - PEREZ BRANCH Siapno Building, Perez Boulevard Dagupan City Tel. Nos.: (075) 522-2562 to 64 Fax No.: (075) 522-8308 Josephine C. Dee DAGUPAN- M.H. DEL PILAR BRANCH Carried Realty Bldg., No. 28 M.H. del Pilar Street, Dagupan City Tel. Nos.: (075) 523-5606; 515-8952 515-8956 Fax No.: (075) 522-8929 Rommel M. Agacita DOLORES BRANCH CBC Bldg., McArthur Highway Dolores, City of San Fernando Pampanga Tel. Nos.: (045) 963-3413 to 15 860-1780/81 Fax No.: (045) 963-1014 Roberto P. Basilio GAPAN BRANCH G/F Waltermart Center - Gapan Maharlika Highway, Brgy. Bayanihan Gapan, Nueva Ecija Tel. Nos.: (044) 486-0217 486-0434; 486-0695 Fax No.: (044) 486-0434 Medel C. Driz GUAGUA BRANCH Yabut Building, Plaza Burgos Guagua, Pampanga Tel. Nos.: (045) 458-1045; 458-1046 Telefax: (045) 458-1043 Nikita D. Masbang LA TRINIDAD BRANCH G/F SJV Bulasao Building Km. 4, La Trinidad, Benguet Tel. Nos.: (074) 422-2065/2590 309-1663 Fax No.: (074) 422-2065 Liza L. Serrano LA UNION BRANCH Quezon Avenue, National Highway San Fernando, La Union Tel. Nos.: (072) 607-8931/8932 8933/8934 Fax No.: (072) 607-8934 Fenalyn G. Rimando LAGUNA - CALAMBA BRANCH CBC-Building, National Highway Crossing, Calamba, Laguna Tel. Nos.: (049) 545-7134 to 38 Fax No.: (049) 545-7138 Estela A. Liamson LAGUNA- STA. CRUZ BRANCH A. Regidor St., Sta. Cruz, Laguna Tel. Nos.: (049) 501-4977 501-4107; 501-4085 Fax No.: (049) 501-4107 Liza Catalina P. Maglapuz LAOAG CITY BRANCH Liberato Abadilla Street, Brgy 17 San Francisco, Laoag City Tel. Nos.: (077) 772-1024/27 771-4688; 771-4417 Fax No.: (077) 772-1035 Anna Christie P. Reyes LEGAZPI CITY BRANCH G/F Emma Chan Bldg. F. Imperial St., Legazpi City Tel. Nos.: (052) 480-6048; 480-6519 214-3077 Fax No.: 429-1813 (Direct-Mla line) Alex A. Jacob LUCENA CITY BRANCH 233 Quezon Avenue, Lucena City Tel. Nos.: (042) 373-2317 373-3872/80/87 660-7861 Fax No.: (042) 373-3879 Rossana V. Miralles MABALACAT-DAU BRANCH R.D. Policarpio Bldg., McArthur Highway, Dau, Mabalacat, Pampanga Tel. Nos.: (045) 892-4969; 892-6040 Fax No.: (045) 892-6040 Emerlita R. Dizon MALOLOS CITY BRANCH G/F Graceland Mall, BSU Grounds McArthur Highway, Guinhawa Malolos City, Bulacan Tel. Nos.: (044) 794-5840; 662-2013 Fax No.: (044) 794-5840 Oscar S. Alhambra, Jr. MARILAO BRANCH G/F, SM City Marilao Km. 21, Brgy. Ibayo, Marilao, Bulacan Tel. Nos.: (044) 711-1803/1814 815-8956/8957 Fax No.: (044) 711-1814 Marites B. Go MASBATE BRANCH Espinosa Bldg., Zurbito St. Masbate City, Masbate Tel. Nos.: (056) 333-2363/65 Fax No.: (056) 333-2365 Ernie C. Torrevillas NAGA CITY BRANCH Peñafrancia corner Panganiban Streets Naga City Tel. Nos.: (054) 472-1359; 472-1358 473-7920 Fax No.: 250-8169 (Manila line) Perfecto S. Real NUEVA ECIJA- STA. ROSA BRANCH CBC Building, Maharlika Highway Poblacion, Sta. Rosa, Nueva Ecija Tel. No.: (044) 940-1407 Fax No.: (044) 333-6215 Teresita P. Esteban PANGASINAN-ALAMINOS CITY BRANCH Marcos Avenue, Brgy. Palamis Alaminos City, Pangasinan Tel. Nos.: (075) 551-3859; 654-0286 Fax No.: (075) 654-0296 Edwin D. Viado PANGASINAN-URDANETA BRANCH EF Square Bldg., Mc Arthur Highway Poblacion Urdaneta City, Pangasinan Tel. Nos.: (075) 632-2637; 632-0541 656-2022; 656-2618 Fax No.: (075) 656-2618 Glenda N. Anonas PASEO DE STA. ROSA BRANCH Unit 3, Paseo 5, Paseo de Sta. Rosa Sta. Rosa City, Laguna Tel. Nos.: (049) 837-1831; 502-3016 502-2859; 827-8178 420-8042 (Manila line) Fax No.: 420-8042 (Manila line) Gerald A. Reta SAN FERNANDO BRANCH CBC Bldg., V. Tiomico Street City of San Fernando, Pampanga Tel. Nos.: (045) 961-3542/49 963-5458 to 60; 961-5651 860-1925; 892-3211 Fax No.: (045) 961-8352 Yalda Y. Ocampo SAN FERNANDO- SINDALAN BRANCH Jumbo Jenra Sindalan, Brgy. Sindalan San Fernando City, Pampanga Tel. Nos.: (045) 866-5464; 455-0569 Fax No.: (045) 861-3081 Armando Arepentido SAN JOSE CITY BRANCH Maharlika Highway, Brgy. Malasin San Jose City, Nueva Ecija Tel. Nos.: (044) 958-9094; 985-9096 511-2898 Fax No.: (044) 958-9094 Josephine D. Cariño SAN PABLO CITY BRANCH M. Paulino Street San Pablo City, Laguna Tel. Nos.: (049) 562-5481 to 84 Fax No.: (049) 562-5485 Oscar B. Villavicencio SANTIAGO CITY BRANCH Navarro Bldg., Maharlika Highway near corner Bayaua St. Santiago City, Isabela Tel. Nos.: (078) 682-7024 to 26 Fax No.: (078) 305-2445 Helen N. Ng SM CITY BACOOR BRANCH LGF SM City Bacoor Tirona Highway corner Aguinaldo Highway, Bacoor, Cavite Tel. Nos.: (046) 417-0572/ 0746/ 0623/0645 Fax No.: (046) 417-0583 Elvira M. Montesa SM CITY CLARK BRANCH G/F (Units 172-173) SM City Clark M. Roxas St., CSEZ, Angeles City Pampanga Tel. Nos.: (045) 499-0252 to 54 Fax No.: (045) 499-0254 Pablito P. Flores SM CITY DASMARIÑAS BRANCH LGF SM City Dasmariñas Governor’s Drive, Pala-pala Dasmariñas, Cavite Tel. Nos.: 046) 424-1134 Fax No.: (046) 424-1133 Evelyn T. Jardiniano SM CITY OLONGAPO BRANCH SM City Olongapo, Magsaysay Dr. cor. Gordon Ave., Brgy. Pag-asa Olongapo City, Zambales Tel. Nos.: (047) 602-0039; 602-0040 Fax No.: (047) 602-0038 Edelmar D. Lee SM CITY PAMPANGA BRANCH Unit AX3 102, Building 4, SM City Pampanga Mexico, Pampanga Tel. Nos.: (045) 455-0304/0305/ 0306/0307 Fax No.: (045) 455-0307 Roderick R. De Leon SM CITY SAN PABLO BRANCH G/F SM City San Pablo National Highway, Brgy. San Rafael San Pablo City, Laguna Tel. Nos.: (049) 521-0071 to 72 Fax No.: (049) 521-0072 Soliman A. Dela Mar SM CITY STA. ROSA BRANCH G/F SM City Sta. Rosa, Bo. Tagapo Sta. Rosa, Laguna Tel. Nos.: (049) 534-4640/4813 Fax No.: 901-1632 (Manila Direct Line) Antonio C. Manilay SOLANO BRANCH National Highway, Brgy. Quirino Solano, Nueva Vizcaya Tel. Nos.: (078) 326-6559/60/61 Fax No.: (078) 326-6561 Rafael F. Ilarde SORSOGON BRANCH CBC Bldg., Ramon Magsaysay Ave. Sorsogon City, Sorsogon Tel. Nos.: (056) 211-1610; 421-5105 Fax No.: (02) 429-1124 – Manila Line Arthur B. Falcotelo SUBIC BAY FREEPORT ZONE BRANCH CBC Building., Subic Bay Gateway Park, Rizal Highway Subic Bay Freeport Zone Tel. Nos.: (047) 252-1568; 252-1575 252-1591 Fax No.: (047) 252-1575 Renato S. Cunanan TABACO CITY BRANCH Ziga Ave. corner Berces Street Tabaco City, Albay Tel. Nos.: (052) 487-7150; 830-4178 Fax No.: 429-1811 (Manila line) Katherine Y. Barra SM CITY LIPA BRANCH G/F (Units 1111-1113) SM City Lipa Ayala Highway Brgy. Maraouy, Lipa City, Batangas Tel. Nos.: (043) 784-0212; 784-0213 Fax No.: (043) 784-0212 Jose L. Nario, Jr. TAGAYTAY CITY BRANCH Olivarez Plaza Tagaytay E. Aguinaldo Highway Silang Crossing Tagaytay City, Cavite Tel. Nos.: 529-8174 (Manila Line) (046) 483-0609, 483-0608 Fax No.: 529-8174 (Manila Line) Mandrake P. Medina SM CITY NAGA BRANCH SM City Naga, CBD II, Brgy. Triangulo Naga City Tel. Nos.: (054) 472-1366; 472-1367 Fax No.: 250-8183 (Manila Line) Perfecto S. Real TALAVERA BRANCH CBC Building, Marcos District Talavera, Nueva Ecija Tel. Nos.: (044) 940-2620; 940-2621 Fax No.: (044) 940-2620 Edwin Q. Manuel, Jr. TARLAC BRANCH CBC Building, Panganiban near corner F. Tanedo Street, Tarlac City, Tarlac Tel. Nos.: (045) 982-7771 to 75 Fax No.: (045) 982-7772 Perla S. Aquino TARLAC- CAMILING BRANCH Savewise Super Market, Poblacion Camiling, Tarlac Tel. Nos.: (045) 491-6445; 934-5086 Telefax: (045) 934-5085 Gary V. Eugenio TRECE MARTIRES BRANCH G/F Waltermart, Governor’s Drive corner City Hall Road, Brgy. San Agustin, Trece Martires City, Cavite Tel. Nos.: (046) 460-4897 460-4898; 460-4899 Fax No.: (046) 460-4898 Lhovina A. Delfin TUGUEGARAO CITY BRANCH A. Bonifacio Street Tuguegarao, Cagayan Tel. Nos.: (078) 844-0175; 844-0831 846-1709 Fax No.: (078) 844-0836 Shirly Leocel A. Narag VIGAN CITY BRANCH Burgos Street near corner Rizal Street Vigan City, Ilocos Sur Tel. Nos.: (077) 722-6968, 674-2272 Fax No.: (077) 722-6948 Maria R. Pelayo VISAYAS ANTIQUE- SAN JOSE BRANCH Felrosa Building, Gen. Fullon St. corner Cerdena St., San Jose, Antique Tel. Nos.: (036) 540-7095; 540-7097 Fax No.: (036) 540-7096 Anna Marie B. Sentina BACOLOD-ARANETA BRANCH CBC-Building, Araneta corner San Sebastian Streets, Bacolod City Tel. Nos.: (034) 435-0247/48 433-3818/19; 433-7152/53 709-1618 Fax No.: (034) 435-0247 Michelle Lorei R. Gayoma BACOLOD- LIBERTAD BRANCH Libertad Street, Bacolod City Negros Occidental Tel. Nos.: (034) 435-1645; 435-1646 Fax No.: (034) 435-1645 Maria Ruema S. Quimba BACOLOD- MANDALAGAN BRANCH Lacson Street, Mandalagan Bacolod City, Negros Occidental Tel. Nos.: (034) 441-0500; 441-0388 709-0067 Fax No.: (034) 709-0067 Olimpia L. Diones BACOLOD-NORTH DRIVE BRANCH Anesa Bldg., B.S. Aquino Drive Bacolod City Tel. Nos.: (034) 435-0063 to 65 709-1658 Fax No.: (034) 435-0065 G. Romulo F. Lopez Annual Report 2013 163 CHINA BANK BRANCHES BAYBAY BRANCH Magsaysay Avenue, Baybay, Leyte Tel. Nos.: (053) 335-2899/98 563-9228 Fax No.: (053) 563-9228 Jose Alvin P. Sumalinog CEBU-F. RAMOS BRANCH F. Ramos Street, Cebu City Tel. Nos.: (032) 253-9463; 254-4867 412-5858 Fax No.: (032) 253-9461 Alan Y. Go BORONGAN BRANCH Balud II, Poblacion, Borongan Eastern Samar Tel. Nos.: (055) 560-9948; 560-9938 261-5888 Fax No.: (055) 560 9938 Paul C. Oliva CEBU- GORORDO BRANCH No 424. Gorordo Ave., Bo. Camputhaw Lahug District, Cebu City, Cebu Tel. Nos.: (032) 414-0509; 239-8654 Fax No.: (032) 239-8654 Richard Alexander T. Lim CATARMAN BRANCH Cor. Rizal & Quirino Sts. Jose P. Rizal St., Catarman Northern, Samar Tel. Nos.: (055)251-8802/8821 500-9921 Fax No.: (055) 500-9921 Victorino T. Caparroso, Jr. CATBALOGAN BRANCH CBC Bldg. Del Rosario St. cor. Taft Avenue, Catbalogan City, Samar Tel. Nos.: (055) 251-2897/98 543-8121 Fax No.: (055) 543-8279 Teresita Angelica U. Marquez CEBU BUSINESS CENTER CBC Bldg., Samar Loop corner Panay Road, Cebu Business Park, Cebu City Tel. Nos.: (032) 239-3760 to 239-3764 Fax No.: (032) 238-1438 Victor P. Mayol CEBU-BANILAD BRANCH CBC Bldg., AS Fortuna St. Banilad, Cebu City Tel. Nos.: (032) 346-5870/81 416-1001 Fax No.: (032) 344-0087 Jouzl Marie C. Roña CEBU - BOGO BRANCH P. Rodriguez Street, Bogo City, Cebu Tel. Nos. (032) 434-7119, 266-3251 Mylen D. Comahig CEBU- CARCAR BRANCH Dr. Jose Rizal St., Poblacion I Carcar, Cebu Tel. Nos.: (032)487-8103; 487-8209 266-7093 Fax No.: (032) 487-8103 Mary Ann C. Rio CEBU- CONSOLACION BRANCH G/F SM City Consolacion Brgy. Lamac, Consolacion, Cebu Tel. Nos.: (032) 260-0024; 260-0025 Fax No.: (032) 423-9253 Leah Liza L. Lagumbay CEBU- ESCARIO BRANCH Units 3 & 5 Escario Central Escario Road, Cebu City, Cebu Tel. Nos.: (032) 416-5860; 520-9229 Fax No.: (032) 520-9229 Edgardo A. Olalo 164 CEBU-GUADALUPE BRANCH CBC Building, M. Velez Street, cor. V. Rama Ave., Guadalupe, Cebu City Tel. Nos.: (032) 254-7964; 254-8495 254-1916 Fax No.: (032) 032-416-5988 Angie G. Divinagracia CEBU- IT PARK BRANCH G/F The Link, Cebu IT Park Apas, Cebu City, Cebu Telefax: (032) 266-2559 Odelon C. Logarta CEBU – LAHUG BRANCH JY Square Mall, No. 1 Salinas Dr. Lahug, Cebu City Tel. Nos.: (032) 417-2122; 233-0977 234-2062 Fax No.: (032) 234-2062 Zephyrus C. Celis CEBU-LAPU LAPU BRANCH G/F Goldberry Suites President Quezon National Highway Pusok, Lapu-Lapu City Tel. Nos.: (032) 340-2098; 494-0631 340-2099 Fax No.: (032) 340-2098/ 494-0631 Mary Faith R. Alvez CEBU- MAGALLANES BRANCH CBC Bldg., Magallanes corner Jakosalem Sts., Cebu City Tel. Nos.: (032) 255-0022/23/25/28 253-0348;255-6093 255-0266; 412-1877 Fax No.: (032) 255-0026 Susan Y. Tang CEBU-MANDAUE BRANCH SV Cabahug Building 155-B SB Cabahug Street, Brgy. Centro Mandaue City, Cebu Tel. Nos.: (032) 346-5636/37 346-2083; 344-4335 422-8188 Fax No.: (032) 346-2083 Marissa S. Macaraig CEBU-MANDAUE NORTH ROAD BRANCH G/F Units G1-G3, Basak Commercial Building, (Kel-2) Basak, Mandaue City Tel. Nos.: (032) 345-8861; 345-8862 420-6767 Fax No.: (032) 420-6767 Ferdinand R. Sy CEBU- MINGLANILLA BRANCH Unit 9, Plaza Margarita Lipata Minglanilla, Cebu Tel. Nos.: (032) 239-7234; 490-6025 Fax No.: (032) 239-7235 Christine T. Obiña CEBU- NAGA BRANCH Leah’s Square, National South Highway, East Poblacion Naga City, Cebu Tel. Nos.: (032) 238-7623 Telefax: (032) 489-8218 Sheila R. Pastor CEBU-SM CITY BRANCH Upper G/F, SM City Cebu, Juan Luna cor. A. Soriano Avenue, Cebu City Tel. Nos.: (032) 232-0754/55 231-9140; 412-9699 Fax No.: (032) 232-1448 Alex M. Campilan CEBU- SUBANGDAKU BRANCH Unit 1 & 2 G/F Alpa Centrum Subangdaku, Mandaue City, Cebu Tel. Nos.: (032) 344-6561; 422-3664 344-6621 Fax No.: (032) 344-6621 Sharon Rose L. Onrejas CEBU- TALAMBAN BRANCH Unit UG-7 Gaisano Grand Mall, Brgy. Talamban, Cebu City Tel. Nos.: (032) 236-8944; 418-0796 Fax No.: (032) 236-8944 Ronnie A. Aguilar CEBU-TALISAY BRANCH CBC Bldg., 1055 Cebu South National Road, Bulacao, Talisay City, Cebu Tel. Nos.: (032) 272-3342/48 491-8200 Fax No.: (032) 272-3346 Rosie T. Faytone DUMAGUETE CITY BRANCH CBC Bldg., Real Street Dumaguete City, Negros Oriental Tel. Nos.: (035) 422-8058; 225-5442 225-5441; 225-4284 225-5460 Fax No.: (035) 422-5442 Iris Gail C. Pantino CEBU-MANDAUE-CABANCALAN BRANCH M.L. Quezon St., Cabancalan Mandaue City, Cebu Tel. Nos.: (032) 421-1364; 505-9908 Fax No.: (032) 421-1364 Ruel G. Umbay ILOILO-IZNART BRANCH G/F John A. Tan Bldg. Iznart St., Iloilo City Tel. Nos.: (033) 337-9477; 509-9868 300-0644 Fax No.: (033) 337-9566 Marjorie C. Mangilin CEBU- MANDAUE-J CENTRE MALL BRANCH LGF J Centre Mall, A.S Fortuna Ave. Mandaue City, Cebu Tel. Nos.: (032) 520-2898; 421-1567 Fax No.: (032) 520-2898 Mariza O. Lim ILOILO- JARO BRANCH CBC Building, E. Lopez St. Jaro, Iloilo City, Iloilo Tel. Nos.: (033) 320-3738; 320-3791 Fax No.: (033) 503-2955 Joseph C. Chong ILOILO-MABINI BRANCH A. Mabini Street, Iloilo City Tel. Nos.: (033) 335-0295; 335-0370 509-0599 Fax No.: (033) 335-037 Sharlan G. Chu ILOILO- MANDURRIAO BRANCH Benigno Aquino Ave., Brgy. San Rafael Mandurriao, Iloilo City, Iloilo Tel. Nos.: (033) 333-3988; 333-4088 Fax No.: (033) 501-6078 Severo Y. Pison IV ILOILO-RIZAL BRANCH CBC Building, Rizal cor. Gomez Streets Brgy. Ortiz, Iloilo City Tel. Nos.: (033) 336-0947; 338-2136 509-8838 Fax No.: (033) 338-2144 Nilda Marie C. Bautista KALIBO BRANCH Waldolf Garcia Building Osmeña Avenue, Kalibo, Aklan Tel. Nos.: (036) 500-8088; 500-8188 Fax No.: (036) 500-8188 Marylen T. Gerardo MAASIN CITY BRANCH G/F SJC Bldg., Tomas Oppus St. Brgy. Tunga-Tunga, Maasin City Southern Leyte Tel. Nos.: (053) 381-2287; 381-2288 570-8488 Fax No.: (053) 570-8488 Maria Luisa V. Gonzales NEGROS OCC.- SAN CARLOS BRANCH Rizal corner Carmona Streets San Carlos, Negros Occidental Tel. Nos.: (034) 312-5818; 312-5819 729-3276 (034) 729-3276 Fax No.: Mercedita C. Cortez ORMOC CITY BRANCH CBC Building, Real cor. Lopez Jaena Sts., Ormoc City, Leyte Tel. Nos.: (053) 255-3651 to 53 Fax No.: (053) 561-8348 Warren Noel M. Del Valle PUERTO PRINCESA CITY BRANCH Malvar Street near corner Valencia Street, Puerto Princesa City, Palawan Tel. Nos.: (048) 434-9891-93 Fax No.: (048) 434-9892 Joselito V. Cadorna ROXAS CITY BRANCH 1063 Roxas Ave. cor. Bayot Drive Roxas City, Capiz Tel. Nos.: (036) 621-3203; 621-1780 522-5775 Fax No.: (036) 621-3203 Anthony V. Arguelles SILAY CITY BRANCH Rizal St., Silay City, Negros Occidental Tel. Nos.: (034) 714-6400; 495-5452 495-0480 Fax No.: (034) 495-0480 Rosemarie G. De La Paz TACLOBAN CITY BRANCH Uytingkoc Building, Avenida Veteranos Tacloban City, Leyte Tel. Nos.: (053) 325-7706 to 08 523-7700/7800 Fax No.: (053) 523-7700 Felina G. Reyes TAGBILARAN CITY BRANCH G/F Melrose Bldg. Carlos P. Garcia Avenue Tagbilaran City, Bohol Tel. Nos.: (038) 501-0688; 501-0677 411-2484 Fax No.: (038) 501-0677 Karen Jean T. Maslog MINDANAO BUTUAN CITY BRANCH CBC Building J.C. Aquino Avenue Butuan City Tel. Nos.: (085) 341-5159; 341-7445 (085) 815-3454/55 225-2081 Fax No.: (085) 815-3455 Sheelah A. Kho CAGAYAN DE ORO-BORJA BRANCH J. R. Borja Street, Cagayan de Oro City Tel. Nos.: (08822) 724-832/33 726-076; (088) 857-3742 Fax No.: (088) 857-2212 Janet G. Tan CAGAYAN DE ORO-CARMEN BRANCH G/F GT Realty Building, Max Suniel St. corner Yakal St., Carmen Cagayan de Oro City Tel. Nos.: (08822) 723-091; 724-372 (088) 858-3902/03 Fax No.: (088) 858-3903/ (08822) 724-372 Cresencio Al C. Co Untian CAGAYAN DE ORO-DIVISORIA BRANCH RN Abejuela St., South Divisoria Cagayan de Oro City Tel. Nos.: (08822) 722-641 (088) 857-5759 Fax No.: (088) 857-4200 Agnes O. Adviento CAGAYAN DE ORO-LAPASAN BRANCH CBC Building, Claro M. Recto Avenue Lapasan, Cagayan de Oro City Tel. Nos.: (08822) 722-240; 724-540 726-242 (088) 856-1325/1326 Fax No.: (088) 856-1325/1326 856-5063 (area office) James M. Bomediano CDO-GAISANO CITY MALL BRANCH G/F Gaisano City Mall, C. M. Recto corner Corrales Extension Cagayan de Oro City Tel. Nos.: (08822)745-877; 745-880 (088) 880-1051; 880-1052 Fax No.: (08822)745-880 Samuel L. Reymundo COTABATO CITY BRANCH No. 76 S.K. Pendatun Avenue Cotabato City Maguindanao Tel. Nos.: (064) 421-4685/4653 Fax No.: (064) 421-4686 Ariel Cesar O. Romero DAVAO-BAJADA BRANCH Km. 3, J.P. Laurel Ave. Bajada, Davao City Tel. Nos.: (082) 221-0184; 221-0319 Fax No.: (082) 221-0568 Janice B. Tan DAVAO-BUHANGIN BRANCH Buhangin Road, Davao City Tel. Nos.: (082) 300-8335; 227-9764 221-5970 Fax No.: (082) 221-5970 Roberto A. Alag DAVAO-LANANG BRANCH Insular Village I, Km. 8, Lanang Davao City Tel. Nos.: (082)300-1892; 234-7166 234-7165 Fax No.: (082)300-1892 Joselito S. Crisostomo DAVAO-MATINA BRANCH Km. 4 McArthur Highway Matina, Davao City Tel. Nos.: (082) 297-4288; 297-4455 297-5880/81 Fax No.: (082) 297-5880 Petronila G. Narvaez DAVAO-PANABO CITY BRANCH PJ Realty, Barangay New Pandan Panabo City, Davao del Norte Tel. Nos.: (084)628-4057; 628-4065 Fax No.: (084)628-4053 Abigail O. Sintos DAVAO-RECTO BRANCH CBC Bldg., C.M. Recto Ave. cor. J. Rizal St., Davao City Tel. Nos.: (082) 221-4481/7028 6021/6921/4163 226-3851; 226-2103 Fax No.: (082) 221-8814 Carlos C. Tan DIPOLOG CITY BRANCH CBC Building, Gen Luna corner Gonzales Streets, Dipolog City Tel. Nos.: (065) 212-6768 to 69 908-2008 Fax No.: (065) 212-6769 Ma. Jesusa Perpetua F. Recentes GEN. SANTOS CITY BRANCH CBC Bldg., I. Santiago Blvd. Gen. Santos City Tel. Nos.: (083) 553-1618; 552-8288 Fax No.: (083) 553-2300 Helen Grace L. Fernandez ILIGAN CITY BRANCH Lai Building, Quezon Avenue Extension Pala-o, Iligan City Tel. Nos.: (063) 221-5477/79; 492-3009 221-3009 Fax No.: (063) 492-3010 Ronald O. Lua KIDAPAWAN CITY BRANCH G/F EVA Building, Quezon Blvd. cor. Tomas Claudio Street, National Highway Kidapawan City Tel. Nos.: (064) 278-3509; 278-3510 Fax No.: (064) 278-3509 Wilbert R. Baus KORONADAL CITY BRANCH Gen. Santos Drive corner Aquino St. Koronadal City, South Cotabato Tel. Nos.: (083) 228-7838; 228-7839 520-1788 Fax No.: (083) 228-7839 Riskie E. Zaragoza MALAYBALAY CITY BRANCH Bethelda Building, Sayre Highway Malaybalay City, Bukidnon Tel. No.: (088) 813-3372 Fax No.: 813-3373 Randolf M. Corrales DAVAO-SM LANANG BRANCH G/F SM Lanang Premier J. P. Laurel Avenue, Davao City Tel. Nos.: (082) 285-1064; 285 1053 Fax No.: (082) 285-1520 Marieglis O. Pagaduan OZAMIZ CITY BRANCH Gomez corner Burgos Streets Ozamiz City Tel. Nos.: (088) 521-2658 to 60 Fax No.: (088) 521-2659 Ariel F. Ilagan DAVAO-STA. ANA BRANCH R. Magsaysay Avenue corner F. Bangoy Street, Sta. Ana District Davao City Tel. Nos.: (082) 227-9501/51 227-9601; 221-1054/55 221-6672 Fax No.: (082) 226-4902 Felipe D. Lim PAGADIAN CITY BRANCH Marasigan Building F.S. Pajares Avenue, Pagadian City Tel. Nos.: (062) 215-2781/82 925-1116 Fax No.: (062) 214-3877 Dennis T. Wong Yat DAVAO-TAGUM BRANCH 153 Pioneer Avenue, Tagum Davao del Norte Tel. Nos.: (084) 655-6307/08 400-2289/90 Fax No.: (084) 400-2289 Ernesto A. Santiago, Jr. DAVAO-TORIL BRANCH McArthur Highway corner St. Peter Street Crossing Bayabas Toril, Davao City Tel. Nos.: (082) 303-3068; 295-2334 295-2332 Fax No.: (082) 295-2332 Janice S. Laburada ZAMBOANGA CITY BRANCH CBC-Building, Gov. Lim Avenue corner Nuñez Street, Zamboanga City Tel. Nos.: (062) 991-2978/79 991-1266 Fax No.: (062) 991-1266 Area Office Tel. Nos.: 062-955-3710 062-991-1266 (fax) Jaime G. Asuncion ZAMBOANGA- GUIWAN BRANCH G/F Yang’s Tower, M.C. Lobregat National Highway, Guiwan Zamboanga City Tel. Nos.: (062) 984-1751; 984-1754 Fax No.: (062) 984-1751 Alexander B. Lao SOON TO OPEN ANTIPOLO - SUMULONG HIGHWAY BRANCH No. 219 Sumulong Highway Brgy. Mambugan Anitpolo City, Rizal KALOOKAN - 8TH AVE. BRANCH No. 279 Rizal Avenue cor. 8th Ave. Grace Park, Kalookan City MEYCAUAYAN BRANCH CBC Building (for construction) Malhacan Road, Meycauyan, Bulacan OCC. MINDORO - SAN JOSE BRANCH Liboro cor. Rizal Street San Jose, Occidental Mindoro PANGASINAN - BAYAMBANG BRANCH CBC Building (for construction) Poblacion Sur, Bayambang, Pangasinan TANAUAN CITY BRANCH J. P. Laurel Highway Tanauan City, Batangas TARLAC-CONCEPCION BRANCH Descanzo Building, Calle Timbol Concepcion, Tarlac THE DISTRICT IMUS BRANCH G/F The District Imus Anabu II, Imus, Cavite SURIGAO CITY BRANCH CBC Building, Amat St. Barrio Washington, Surigao City Surigao del Norte Tel. Nos.: (086) 826-3958, 826-3968 Fax No.: (086) 826-3958 Domilyn S. Villareal VALENCIA BRANCH A. Mabini Street, Valencia, Bukidnon Tel. Nos.: (088) 828-2048/49 222-2356; 222-2417 Fax No.: (088) 828-2048 Gilmar L. Villaruel Annual Report 2013 165 CHINA BANK OFF-BRANCH ATMS METRO MANILA 168 MALL 3/F Food Court, 168 Mall Sta. Elena Street, Binondo, Manila 999 MALL 2 Basement, 999 Shopping Mall Bldg. 2, Recto - Soler Sts. Binondo, Manila 999 SHOPPING MALL Basement Lobby, Soler St. Brgy. 293, Binondo, Manila AEGIS PEOPLE SUPPORT 2 MAKATI G/F People Support Center Ayala Avenue, cor. Sen. Gil Puyat Ave. Makati City ALABANG MALL Alabang Town Center Alabang - Zapote Road Muntinlupa City ALI MALL ATM Booth # 1 Upper G/F Ali Mall P. Tuazon Boulevard, Araneta Center Quezon City ALI MALL 2 Lower G/F, Times Square Entrance Ali Mall, P. Tuazon Blvd. Araneta Center, Quezon City ATENEO DE MANILA UNIVERSITY G/F Kostka Hall Ateneo De Manila University Katipunan Avenue, Loyola Heights Quezon City CALTEX - SLEX 1 South Luzon Expressway - Northbound Brgy. San Antonio, San Pedro, Laguna CASH & CARRY 2nd Floor, Cash and Carry Mall Located bet. South Super Highway & Filmore near corner Buendia Makati City CHIANG-KAI-SHEK Chiang Kai Shek College 1274 P. Algue, Manila CHINA BANK ONLINE CENTER Starbucks, China Bank Building 8745 Paseo de Roxas cor. Villar St. Makati City COMEMBO COMMERCIAL COMPLEX J.P. Rizal Ext. cor. Sampaguita St. Comembo, Makati City DASMARIÑAS VILLAGE ASSOCIATION OFFICE 1417 Campanilla Street Dasmariñas Village, Makati City EASTWOOD CITY WALK 2 G/F ATM 1 (Fronting Adidas) Eastwood City Walk Phase 2 Eastwood City Cyberpark 188 E. Rodriguez Jr. Ave. (C-5 Road) Bagumbayan, Quezon City 166 EASTWOOD CYBERMALL 2/F Eastwood CyberMall Eastwood Avenue, Eastwood City CyberPark, Bagumbayan, Quezon City EASTWOOD MALL Level 1 ATM 2 Phase 2 Eastwood Mall, E. Rodriguez Jr. Ave. C-5 Bagumbayan, Quezon City GATEWAY MALL Booth 4, Level 2 Gateway Mall Cubao, Quezon City MEDICAL CITY Medical City, Ortigas Avenue Pasig City ROBINSONS GALLERIA L1-181 Robinsons Galleria EDSA cor. Ortigas Ave., Pasig City METRO POINT MALL 3/F, Metro Point Mall EDSA cor. Taft Ave., Pasay City ROBINSONS GALLERIA 2 L1-181 Robinsons Galleria EDSA cor. Ortigas Ave., Pasig City METROWALK ATM 1 Building C, G/F Metrowalk Commercial Complex, Meralco Avenue, Pasig City ROBINSONS GALLERIA 3 L1 West Wing, Robinsons Galleria EDSA cor. Ortigas Ave., Pasig City GLORIETTA 4 Glorietta 4, Ayala Center, Makati City MIDAS HOTEL previously Hyatt Hotel 2702 Roxas Blvd., Pasay City ROBINSONS PLACE - MANILA G/F Padre Faura Entrance Robinsons Place Manila, Pedro Gil cor. Adriatico St., Ermita, Manila GLORIETTA 5 Ground Floor, Glorietta 5 Ayala Center, Makati City MRT - BONI MRT - Boni Station EDSA, Mandaluyong City ROCKWELL - P1 (CONCOURSE) Stall No. 060, Ground Level Power Plant Mall, Makati City GREENBELT 3 Greenbelt 3, Makati Avenue Drop-off Area, Makati City MRT - CUBAO MRT – Cubao Station EDSA, Quezon City GREENHILLS THEATER MALL Main Entrance Greenhills Theater Mall San Juan, Metro Manila MRT - NORTH AVE. MRT - North Avenue Station EDSA, Quezon City SAVERS CENTER Ground Floor, Right Side of Main Entrance, along EDSA near corner Taft Avenue, Pasay City JACKMAN EMPORIUM Jackman Emporium Department Store Building (beside LRT Station and Gotesco Grand Central) Grace Park, Kalookan City JACKMAN PLAZA - MUÑOZ along EDSA near corner Congressional Ave. Muñoz, Quezon City JGC ALABANG JGC PHILS. Building, Prime Street Madrigal Business Park-Phase III Ayala Alabang, Muntinlupa City KIMSTON PLAZA P. Victor St. cor. P. Burgos St. Guadalupe, Nuevo, Makati City LANDMARK - TRINOMA ATM Slot #4, 3rd floor, Landmark Trinoma EDSA cor. Mindanao Ave. Extension, Pagasa, Quezon City LANDMARK MAKATI The Landmark Building Makati Avenue, Ayala Center Makati City MRT - SHAW MRT - Shaw Station EDSA, Mandaluyong City NORTHEAST SQUARE #47 Connecticut St. Northeast Greenhills, San Juan City NOVA SQUARE G/F Nova Square, 689 Quirino Highway cor. P. Dela Cruz Brgy. San Bartolome Novaliches, Quezon City ONE E-COM CENTER G/F One E-Com Center Harbor Drive, SM Mall of Asia Complex Pasay City PEOPLE SUPPORT - ROCKWELL BUSINESS CENTER Rockwell Business Center Ortigas Avenue, Pasig City PEOPLE SUPPORT CENTER G/F People Support Center Ayala Avenue cor. Sen. Gil Puyat Ave. Makati City PUREGOLD - BLUMENTRITT 286 Blumentritt St., Sta. Cruz Manila MALABON CITISQUARE Malabon Citisquare C4 Road corner Dagat-Dagatan Avenue Malabon City PUREGOLD - E. RODRIGUEZ ATM # 1 - Cosco Building E. Rodriguez Avenue cor. G. Araneta Ave., Quezon City MARKET! MARKET! 1 Market! Market! Bonifacio Global City Taguig, Metro Manila PUREGOLD - LAKEFRONT Presidio Sudvision, Lakefront Muntinlupa City MARKET! MARKET! 2 2/F, Market! Market! Bonifacio Global City Taguig, Metro Manila PUREGOLD - PASO DE BLAS cor. Gen. Luis St., Malinta Exit. Valenzuela City MARKET! MARKET! 3 G/F ATM Center in Fiesta Market Market! Market! Bonifacio Global City Taguig, Metro Manila PUREGOLD JR. - PANDACAN West J. Zamora St. Brgy. 851 Zone 093 Pandacan, Manila SHOP AND RIDE #248 Gen. Luis Street, Novaliches Quezon City SHOP AND RIDE 2 ATM 2, Gen. Luis St. Brgy. Nova Proper, Novaliches Quezon City SHOPWISE - ANTIPOLO ML. Quezon Street corner Circumferential Road, San Roque Antipolo City SHOPWISE COMMONWEALTH Blk. 17, Commonwealth Ave. Don Antonio, Quezon City SM HYPERMARKET Ground Floor, SM Hypermarket SM Mall of Asia, Pasay City SM HYPERMARKET MANDALUYONG 121 Shaw Boulevard cor. E. Magalona St., Mandaluyong City SM MANILA ATM-3 UG/F Main Entrance Arroceros Side, SM City Manila SM MEGAMALL BLDG. B Level 2, Building B, SM Megamall EDSA cor. Julia Vargas St. Mandaluyong City SM MUNTINLUPA G/F ATM 2 (beside Rear Entrance) Bgy. Tunasan, National Road SM Muntinlupa, Muntinlupa City SM TAYTAY 2nd Floor Bldg. A, SM City Taytay Manila East Road, Brgy. Dolores Taytay, Rizal SOLAIRE RESORT & CASINO Entertainment City, Aseana Avenue Parañaque City SOUTHGATE MALL Southgate Mall, EDSA cor. Pasong Tamo Extension Makati City ST. FRANCIS SQUARE Basement 1, Doña Julia Vargas Avenue corner Bank Drive, Ortigas Center Mandaluyong City ST. JUDE COLLEGE Dimasalang St. cor Don Quijote St. Sampaloc, Manila WACK - WACK GOLF AND COUNTRY CLUB Main Lobby Club house, Wack - Wack Golf and Country Club, Shaw Blvd. Mandaluyong City WALTERMART - NORTH EDSA Waltermart Bldg., EDSA, Quezon City ST. LUKE’S - QUEZON CITY St. Luke’s Medical Center Medical Arts Building, E. Rodriguez Sr. Boulevard, Quezon City WALTERMART - MAKATI G/F Waltermart Makati (near Mercury Drug) 790 Chino Roces Avenue cor. Antonio Arnaiz, Makati City ST. LUKE’S - THE FORT Basement, St. Lukes Medical Center 5th Ave., The Fort, Taguig City WALTERMART - SUCAT Brgy. San Isidro, Dr. A. Santos Avenue Sucat, Parañaque City STI - DELOS SANTOS MEDICAL CENTER 201 E. Rodriguez Sr. Blvd. Brgy. Damayang Lagi, Quezon City ZABARTE TOWN CENTER 588 Camarin Road, corner Zabarte Road, North Caloocan City TAFT - U.N. G/F Times Plaza T.M. Kalaw cor. Gen. Luna St., Manila TARGET MALL 1 G/F near Star Search Sta. Rosa Commercial Complex, Brgy. Balibago Sta. Rosa, Laguna THE A VENUE G/F Valdez Site, The A Venue 7829 Makati Avenue, Makati City THE FORT 1st Floor Bonifacio Technology Center 31st Street cor. 2nd Avenue Bonifacio Global City, Taguig City TIENDESITAS Frontera Verde Ortigas Avenue cor. C-5, Pasig City PROVINCIAL 2 MANGO AVENUE 2 Mango Avenue, Solara Building General Maxilom Avenue, Cebu City 268 MALL 268 Mall CK Building Plaridel Extension, Sto. Rosario Angeles City ABREEZA MALL J.P. Laurel Avenue, Bajada, Davao City ADVENTIST UNIVERSITY OF THE PHILIPPINES Adventist University of the Philippines Puting Kahoy Silang Sta. Rosa, Cavite City AEGIS PEOPLE SUPPORT - BAGUIO SM Fiesta Strip, Harrison Road Baguio City CDO MEDICAL CENTER CDO Medical Center Building 2 Tiano cor. Nacalaban St. Cagayan de Oro City CEBU DOCTORS’ HOSPITAL Cebu Doctors’ Hospital Osmeña Blvd., Cebu City JENRA MALL Jenra Grand Mall, Angeles City Pampanga JOLLIBEE MABALACAT McArthur Highway Mabalacat, Pampanga CEBU DOCTORS’ UNIVERSITY #1 Potenciano Larrazabal Ave. North Reclamation Area, Mandaue City KCC MALL - GENSAN G/F KCC Mall - GenSan J. Catolico Sr. Avenue, General Santos City South Cotabato CENTRIO MALL G/F CM Recto cor. Corrales St. Cagayan De Oro KMSCI Kidapawan Medical Specialist Center Inc., Sudapin, Kidapawan City CORPUS CHRISTI Corpus Christi School Tomas Saco Street, Macasandig Cagayan de Oro City LA NUEVA MINGLANILLA La Nueva Supermarket Poblacion, Minglanilla, Cebu DAVAO ADVENTIST HOSPITAL KM 7, McArthur Highway Bangkal, Davao City LA NUEVA SUPERMART La Nueva Supermart, Inc. G.Y. Dela Serna Street, Lapu-lapu Cebu City DIPOLOG CENTER MALL Dipolog Center Mall 138 Rizal Avenue, Dipolog City LAPU-LAPU CITY Gaisano Mactan Mall Pusok, Lapu-Lapu City, Cebu DIVINE WORD COLLEGE OF VIGAN Burgos St., Vigan City, Ilocos Sur LB SUPERMARKET - ZAMBOANGA Veteran’s Avenue Extension Zamboanga City DLSU - DASMARIÑAS College of Engineering, De La Salle University, Dasmariñas, Cavite DLSU - HEALTH SCIENCE CAMPUS De La Salle University Health Campus, Inc., Congressional Road, Dasmariñas Cavite LCC SUPERMARKET Peñaranda corner Rizal St. Legaspi City LEE HYPERMARKET G/F Lee Hypermarket Valencia Road Bagacay, Dumaguete City Negros Oriental ECCO BUILDING G/F beside Unit A, Fil-Am Friendship Highway, Brgy. Anunas, Angeles City LEE SUPER PLAZA G/F Lee Super Plaza, M. Perdices cor. San Jose St., Dumaguete City EMBARCADERO DE LEGAZPI Ground Level, Victory Village Legazpi City LIM KET KAI MALL M4-193B Lim Ket Kai Mall Cagayan de Oro City ALWANA BUSINESS PARK National Highway, Barangay Cugman Cagayan De Oro City GAISANO MALL - BAJADA DAVAO Gaisano Mall of Davao, J.P. Laurel Avenue Bajada, Davao City GAISANO MALL - BULUA Bulua Street, Cagayan De Oro City UPM - PGH Faculty Medical Arts Building PGH Compound, Taft Avenue, Manila ANGELES UNIVERSITY FOUNDATION MEDICAL CENTER Basement, Angeles University Foundation Medical Center McArthur Highway, Angeles Pampanga LOPUE’S EAST CENTER Lopue’s East Centre, Burgos St. corner Carlos Hilado National Highway Bacolod City UST - DOCTOR’S CLINIC UST Hospital, Vestibule and New Doctor’s Clinic, España, Manila ARAULLO UNIVERSITY Maharlika Highway Bitas, Cabanatuan City UST HOSPITAL University of Sto. Tomas Hospital España, Manila ATENEO DE DAVAO UNIVERSITY Near Main Entrance Along Roxas Avenue Davao City GAISANO MALL - TALISAY G/F Gaisano Fiesta Mall Tabunok Talisay, Cebu City VICTORY CENTRAL MALL G/F, ATM 2 Below Escalator 717 Old Victory Compound Rizal Ave., Monumento, Caloocan City BUDGET WISE SUPERMARKET Veterans Avenue, Zamboanga City GALERIA VICTORIA Balanga, Bataan CAMAYAN BEACH RESORT & HOTEL Camayan Wharf, West Ilanin Forest Area, Subic Bay Freeport Zone GOOD SAMARITAN HOSPITAL Good Samaritan Compound Burgos Avenue, Cabanatuan City CB MALL URDANETA Mc Arthur Highway, Nancayasan Urdaneta City, Pangasinan HOLY ANGEL UNIVERSITY 2 G/F Holy Angel University Student’s Center, Sto. Rosario St., Angeles City Pampanga TRINOMA OFF 1 Level 1 (near Landmark and Chowking) North Ave., cor. Edsa Quezon City TRINOMA OFF 2 Level 1 Near X Boutique North Avenue, cor. EDSA, Quezon City TWO SHOPPING CENTER Two Shopping Center Pasay Taft Avenue near cor. EDSA Pasay City VICTORY PASAY MALL Taft Avenue corner Libertad Street Pasay City AG&P Atlantic, Gulf and Pacific Company of Manila, Inc., San Roque Bauan, Batangas GAISANO MALL - CAGAYAN DE ORO Unit # 3 2/L Atrium Gaisano Mall Corrales Extension cor. CM Recto Ave. Cagayan de Oro City GAISANO MALL - ILIGAN G/F Gaisano Citi Super Mall, Iligan City LORMA HOSPITAL Lorma Hospital City of San Fernando La Union LOTUS CENTRAL MALL G/F Lotus Central Mall Nueno Avenue, Imus, Cavite MACTAN MARINA MALL Ground Floor, Mactan Marina Mall MEPZ1, Lapu-lapu City MAGIC MALL G/F cor. ITTI Shoes (Entrance B) Magic Mall, Alexander St., Poblacion Urdaneta City, Pangasinan MAGIC STARMALL Upper G/F, Magic Star Mall Romulo Boulevard, Barangay Cut-Cut1 Tarlac City Annual Report 2013 167 CHINA BANK OFF-BRANCH ATMS MALOLOS-OFF BRANCH G/F Graceland Mall, BSU Grounds McArthur Highway, Malolos City Bulacan PAVILION MALL G/F Building A, Pavilion Mall Km. 35, Brgy. San Antonio Biñan, Laguna MARIA REYNA HOSPITAL Beside Hospital Entrance/Exit. Maria Reyna Hospital, T.J. Hayes St. Cagayan De Oro City PEOPLE SUPPORT - CEBU Aegis Tower I, Villa Street Asia Town IT Park, Apas, Cebu City MARITON GROCERY Mariton Grocery, Buntun Tuguegarao City, Cagayan Valley MARKET CITY Market City Building, Bus Terminal Agora, Cagayan De Oro MARQUEE MALL 1 G/F Activity Center Marquee Mall Don Bonifacio Road, Angeles City Pampanga MINDANAO SANITARIUM AND HOSPITAL Mindanao Sanitarium and Hospital Tibanga Highway, Iligan City MJS HOSPITAL Montilla Boulevard, Butuan City NEPO MALL ANGELES Nepo Mall Angeles, Doña Teresa Ave. cor. St. Joseph Street, Nepo Mart Complex. Angeles City NEPO MALL DAGUPAN G/F Nepo Mall Dagupan Arellano St., Dagupan City NOTRE DAME DE CHARTRES HOSPITAL Notre Dame De Chartres Hospital No. 25 Gen. Luna Road, Baguio City NUEVA ECIJA DOCTORS HOSPITAL Maharlika Highway Cabanatuan City ORCHARD GOLF AND COUNTRY CLUB Gate 2 The Orchard Golf and Country Club Inc., Aguinaldo Highway Dasmariñas, Cavite OSPA - FMC Carlota Hills, Brgy. Can - Adieng Ormoc City, Leyte OUR LADY OF THE PILLAR G/F near Emergency Room Tamsui Avenue, Bayan Luma Imus, Cavite PACIFIC MALL Landco Business Park F. Imperial St. cor. Circumferential Road Legaspi City PACIFIC MALL 2 Pacific Mall Building Landco Business Park F. Imperial St., Legazpi City PANGASINAN MEDICAL CENTER Nable Street, Dagupan City STA. ROSA HOSPITAL RSBS Blvd., Balibago City of Sta. Rosa, Laguna SM CITY CAGAYAN DE ORO ATM Center (2), Main Entrance SM City, Cagayan de Oro SUN MALL Welcome Rotonda, Manila PORTA VAGA along Session Road, Baguio City SM CITY CALAMBA Ground Floor, National Road Brgy. Real, Calamba City, Laguna TARGET MALL 2 ATM-04, Canopy Area Sta. Rosa Commercial Complex, Brgy. Balibago Sta. Rosa, Laguna PRINCE MALL - BAYBAY Andres Bonifacio & Manuel L. Quezon St., Baybay, Leyte SM CITY CALAMBA 2 Second Floor, National Road Brgy. Real, Calamba City, Laguna THE DISTRICT MALL - IMUS Aguinaldo Hi-way cor. Daang Hari Road Brgy. Anabu II-D, Imus, Cavite PUREGOLD - ARAYAT Arayat, Pampanga SM CITY CALAMBA 3 Near Main Entrance, National Road Brgy. Real, Calamba City, Laguna UNION CHRISTIAN COLLEGE Widdoes Street Brgy. II San Fernando, La Union City SM CITY CLARK OFF-BRANCH ATM # 1 SM City Clark (Fronting Transport Terminal) M. Roxas Street CSEZ, Angeles City, Pampanga UNIVERSITY OF BOHOL University of Bohol along M. Clara St., Tagbilaran City PUREGOLD - DAU Lot 9 Blk 19, McArthur Highway Dau, Mabalacat, Pampanga PURISIMO L. TIAM COLLEGE PLT Building, Dumlao Blvd. Bayombong, Nueva Vizcaya ROBINSONS CALASIAO San Miguel, Calasiao, Pangasinan ROBINSONS GENSAN G/F near Foodcourt, Robinsons Gensan Jose Catolico Sr. Ave., Lagao General Santos City ROBINSONS PLACE - TACLOBAN G/F National Highway, Tabaon Marasbaras, Tacloban City ROYAL DUTY FREE Subic Bay Freeport Zone, Zambales SAMULCO Sta. Ana Multi-Purpose Cooperative Building 1 Monteverde St., Davao City SAN FERNANDINO HOSPITAL along McArthur Highway, Dolores City of San Fernando, Pampanga SAVEWISE POZORRUBIO Pozorrubio, Pangasinan SHOPWISE - CEBU N. Bacalso Ave., Basak San Nicolas, Cebu City SHOPWISE - SAN PEDRO Along National Highway Brgy. Landayan, Pacita, San Pedro SKYRISE REALTY Skyrise Realty Development Corporation, Lobby G/F Skyrise IT Building, Gorordo Avenue cor. N. Escario St., Cebu City SM BAGUIO SM Baguio Luneta Hill, Upper Session Road cor. Governor Park Road Baguio City, Benguet SM CITY BACOLOD G/F Building A, ATM # 3 SM City Bacolod Reclamation Area Bacolod City SM CITY BALIWAG 1/F near Hypermarket SM City Baliwag, DRT Highway, Brgy. Pagala Baliwag, Bulacan 168 SM CITY BATANGAS ATM-1 SM City Batangas Pallocan West, Batangas City SM CITY DASMARIÑAS Offsite ATM 2 SM City, Dasmariñas, Cavite City SM CITY DASMARIÑAS 2 SM City Dasmariñas Ground Floor near Gen. E. Aguinaldo Highway entrance, SM Dasmariñas Governor’s Drive, Brgy. Sampalok Dasmariñas, Cavite SM CITY GENERAL SANTOS SM City General Santos, cor. Santiago Blvd. and San Miguel St., Brgy. Lagao General Santos City, South Cotabato SM CITY LIPA OFF-BRANCH ATM 2 (near Transport Terminal) SM City Lipa, Ayala Highway, Lipa City SM CITY TARLAC G/F SM City Tarlac, McArthur Highway San Roque, Tarlac City SM DAVAO ATM Center (1), SM City Davao Quimpo Boulevard, Ecoland Subdivision, Barangay Matina Davao City SM LANANG OFF-BRANCH UGF SM Lanang Premier J.P. Laurel Avenue, Davao City SM MARILAO OFFSITE ATM-1 SM City Marilao Marilao, Bulacan SM MARKET MALL ATM 3, SM Market Mall Dasmariñas Congressional Ave., Dasmariñas Bagong Bayan, Dasmariñas, Cavite SM SUPERCENTER MOLINO G/F SM Supercenter Molino SCMC, Brgy. Molino 4, Molino Road Bacoor, Cavite SOCSARGEN COUNTY HOSPITAL Socsargen County Hospital Bula-Iagao Road cor. L. Arradaza St. General Santos City SOUTHWAY MALL Southway Square Mall cor. Gov. Lim Purisima and Magno Sts., Zamboanga City UNIVERSITY OF SAN CARLOS University of San Carlos Main University Building P. del Rosario Street, Cebu City UST HOSPITAL 3 G/F UST Hospital Clinic Division A.H. Lacson Avenue, Sampaloc, Manila WALTERMART - CALAMBA G/F Waltermart Calamba Real St. Brgy. Real, Calamba City, Laguna WALTERMART - DASMARIÑAS G/F Barrio Burol, Aguinaldo Highway Dasmariñas, Cavite WALTERMART - CARMONA Ground Floor, Waltermart Center Carmona, Macaria Business Center Governor’s Drive, Mabuhay Carmona, Cavite WALTERMART - GEN. TRIAS Governor’s Drive, Gen. Trias, Cavite WALTERMART - SAN FERNANDO Brgy. San Agustin, Mc Arthur Highway San Fernando, Pampanga WALTERMART - STA. ROSA 1 Upper G/F Waltermart Center Sta. Rosa, National Highway Mall Entrance, San Lorenzo Village Balibago Road, Sta. Rosa, Laguna WALTERMART - STA. ROSA 2 Upper G/F Waltermart Center Sta. Rosa, in between Goldilocks and Mall Exit, San Lorenzo Village Balibago Road, Sta. Rosa, Laguna WALTERMART - TANAUAN J.P. Laurel National Highway Brgy. Darasa, Tanauan, Batangas WESLEYAN UNIVERSITY Wesleyan University of the Philippines Mabini Extension, Cabanatuan City XAVIER UNIVERSITY G/F Library Annex, Xavier University Corrales Ave., Cagayan De Oro City YUBENGCO STARMALL MCLL Highway, Putik, Zamboanga City CHINA BANK BUSINESS CENTERS CONSUMER BANKING CENTERS CBG BACOLOD CENTER China Bank - Bacolod Araneta Branch CBC Bldg., Araneta corner San Sebastian Streets, Bacolod City Tel. No. (034) 433-0647 Fax No. (034) 433-0250 Email: jmedelasalas@chinabank.ph Center head: Jasmin Mae de Las Alas CBG CAGAYAN DE ORO CENTER China Bank - Cagayan de Oro-Lapasan Branch 2/F CBC Bldg., C.M. Recto Avenue Lapasan, Cagayan de Oro Tel. No. (08822) 72-81-95 Fax No. (088) 856-2409 Email: eedalaguit@chinabank.ph Center head: Evelyn E. Dalaguit CBG BATANGAS CENTER China Bank - Batangas City Branch 2/F CBC Bldg., P. Burgos Street, Batangas City Tel. No. (043) 723-7127; (02) 520-6161 Fax No. (02) 520-6161 Email: egricardo@chinabank.ph Center head: Evelyn G. Ricardo CBG CEBU CENTER China Bank - Cebu Banilad Branch 2/F CBC Bldg., A.S. Fortuna Street Banilad, Cebu City Tel. Nos. (032) 416-1606; (032) 346-4448 Fax No. (032) 346-4450 Email: jfvparaon@chinabank.ph Center head: James Frances V. Paraon CBG CABANATUAN CENTER China Bank – Cabanatuan, Maharlika Branch 2/F CBC Bldg., Brgy. Dicarma, Maharlika Highway Cabanatuan City 3100, Nueva Ecija Tel. No. (044) 463-1063 / 600-1575 Fax No. (044) 464-0099 Email: aacvilar@chinabank.ph Center head: Anthony C. Vilar CBG DAGUPAN CENTER China Bank - Dagupan - Perez Branch Siapno Bldg., Perez Boulevard Dagupan City Tel. No. (075) 522-8471 Fax No. (075) 522-8472 Email: amcalalo@chinabank.ph Center head: Alvin M. Calalo CBG DAVAO CENTER China Bank - Davao Main Branch 2/F CBC Bldg., C.M. Recto corner J. Rizal Streets, Davao City Tel. Nos. (082) 226-2103/ (082) 221-4163 (082) 222-5761 Fax No. (082) 222-5021 Email: rcsanchez@chinabank.ph Center head: Renato C. Sanchez II CBG ILOILO CENTER China Bank - Iloilo-Rizal Branch 2/F CBC Bldg., Rizal corner Gomez Streets Brgy. Ortiz, Iloilo City Tel. No. (033) 336-7918 / (033) 503-2845 Fax No. (033) 336-7909 Email: mdcelajes@chinabank.ph Center head: Marvin D. Celajes CBG PAMPANGA CENTER China Bank - San Fernando Branch 2/F CBC Bldg., V. Tiomico Street, Sto. Rosario Poblacion, City of San Fernando, Pampanga Tel. Nos. (045) 961-5344; (045) 961-0467 (045) 961-8351 Fax No. (045) 961-8351 Email: vgguintu@chinabank.ph Center head: Verna G. Guintu PRIVATE BANKING GROUP MAKATI 15/F China Bank Building, 8745 Paseo de Roxas corner Villar Street, Makati City, Philippines Angela D. Cruz (632) 885-5641 adcruz@chinabank.ph Cesare Edwin M. Garcia (632) 812-5320 cemgarcia@chinabank.ph Therese G. Escolin (632) 885-5693 tgescolin@chinabank.ph Karen W. Tua (632) 885-5643 kwtua@chinabank.ph Grace C. Santos (632) 885-5697 gcsantos@chinabank.ph Yvette O. Chua (632) 885-5691 yochua@chinabank.ph Eric Von D. Baviera (632) 885-5688 evdbaviera@chinabank.ph Hazel Marianne Antolin-Rosero (632) 885-5644 hmarosero@chinabank.ph Sheryl Ann C. Hokia (632) 352-3789 / sachokia@chinabank.ph CEBU OFFICE CBC Building, Samar Loop cor. Panay Road Cebu Business Park, Cebu City PRIVATE BANKING OFFSITE OFFICES GREENHILLS OFFICE 14 Ortigas Avenue, Greenhills San Juan, Metro Manila Ma. Victoria G. Pantaleon (632) 7277884 / mvgpantaleon@chinabank.ph Glynn Hazel C. Yap (632) 727-7645 / ghcyap@chinabank.ph Dianne Mae A. Cardenas (632) 724-0413 / dmacardenas@chinabank.ph BINONDO OFFICE 6/F ChinaBank, Dasmariñas corner Juan Luna Binondo, Manila Irene C. Tanlimco (632) 241-1452 / ictanlimco@chinabank.ph Genelin U. Yu (632) 247-8341 / guyu@chinabank.ph KALOOKAN OFFICE 167 Rizal Avenue Extension, Caloocan City QUEZON CITY OFFICE 82 West Avenue, Quezon City Jaydee Cheng-Tan (632) 426-6980 / jctan@chinabank.ph Christopher U. Liao (632) 441-4685 / culiao@chinabank.ph ALABANG OFFICE G/F CBC Building, Acacia Ave. Madrigal Business Park, Ayala Alabang Muntinlupa City Eleanor D. Rosales (6332) 415-5881 / (6332) 238-0017 edrosales@chinabank.ph Claire Lorraine L. Co (6332) 238-0017 / cllco@chinabank.ph DAVAO OFFICE Km. 4 McArthur Highway, Matina, Davao City Mc Queen Benigno-Jamora (6382) 297-6268 / mqgbenigno@chinabank.ph Sheila V. Sarmenta-Dayao (632) 659-2463 svsarmenta-dayao@chinabank.ph DAGUPAN OFFICE Carried Realty Bldg., No. 28 M. H. Del Pilar St. Dagupan City SAN FERNANDO OFFICE 2/F V. Tiomico St., San Fernando City, Pampanga Cherry Ann V. Heath (075) 529-2712 / c avheath@chinabank.ph Ma. Cristina D. Puno (6345) 961-0486 / mdpuno@chinabank.ph Jennifer Y. Macariola (632) 366-8669 / jymacariola@chinabank.ph Annual Report 2013 169 SUBSIDIARIES AND AFFILIATES VGP Center, 6772 Ayala Avenue Makati City 1226, Philippines Tel. No.: (632) 988-9555 www.cbs.com.ph China Bank Savings, Inc. (CBS) began operations on September 8, 2008, following China Bank’s acquisition of Manila Bank in late 2007. China Bank owns 95.25% of the total outstanding capital stock of CBS. In 2012, China Bank acquired Pampanga-based Unity Bank, A Rural Bank, Inc. (Unity Bank), and on January 20, 2014, Unity Bank was merged with CBS, with CBS as the surviving bank. CBS now has a bigger and stronger banking franchise to serve the banking needs of retail customers and small- to medium-scale businesses. It aims to operate and grow as a profitable community-oriented institution, focusing on three product lines: deposits, consumer loans, and trust services. BOARD OF DIRECTORS CHAIRMAN Ricardo R. Chua VICE CHAIRMAN Nancy D. Yang DIRECTORS Ramon R. Zamora Antonio S. Espedido, Jr. Rene J. Sarmiento Alberto Emilio V. Ramos Alexander C. Escucha Rosemarie C. Gan INDEPENDENT DIRECTORS Alberto S. Yao Roberto F. Kuan Margarita L. San Juan CORPORATE SECRETARY Edgar D. Dumlao ASSISTANT CORPORATE SECRETARY Bea Carla C. Redoblado BOARD-LEVEL COMMITTEES EXECUTIVE COMMITTEE Chairman Ricardo R. Chua Vice Chairman Nancy D. Yang Members Alberto Emilio V. Ramos Rosemarie C. Gan Margarita L. San Juan CORPORATE GOVERNANCE COMMITTEE / NOMINATION AND PERSONNEL COMMITTEE RISK MANAGEMENT COMMITTEE AUDIT COMMITTEE Roberto F. Kuan Roberto F. Kuan Margarita L. San Juan Nancy D. Yang Ramon R. Zamora Alexander C. Escucha Margarita L. San Juan Alberto S. Yao TRUST COMMITTEE COMPENSATION/ REMUNERATION COMMITTEE Chairman Alberto S. Yao Antonio S. Espedido, Jr. Ricardo R. Chua Members Ricardo R. Chua Roberto F. Kuan Antonio S. Espedido, Jr. Alexander C. Escucha Alexander C. Escucha Anna Maria P. Ylagan Alberto Emilio V. Ramos Ramon R. Zamora Alberto Emilio V. Ramos Maria Rosanna L. Testa MANAGEMENT-LEVEL COMMITTEES MANAGEMENT COMMITTEE IT STEERING COMMITTEE CREDIT COMMITTEE Alberto Emilio V. Ramos Alberto Emilio V. Ramos Alberto Emilio V. Ramos Vice Chairman Jaime Valentin L. Araneta Jaime Valentin L. Araneta Jaime Valentin L. Araneta Members Emmanuel C. Geronimo James Christian T. Dee Ma. Edralin G. Agbayani Anna Maria P. Ylagan Ma. Consuelo S. Ruffy Jan Nikolai M. Lim Jose Ramon O. Santamaria Rosalinda T. Munsayac Maria Consuelo A. Babas Consolacion R. Saur* Emmanuel C. Geronimo Edralin G. Agbayani Rosalinda T. Munsayac Ma. Consuelo S. Ruffy Jan Nikolai M. Lim Jose Ramon O. Santamaria Jezreel R. Pimentel Edralin G. Agbayani Ma. Consuelo S. Ruffy** Jan Nikolai M. Lim** Jose Ramon O. Santamaria** Consolacion R. Saur* Chairman * Adviser Consultant ** Participation limited to their specific business area only 170 Non-Voting Members Restituto B. Bayudan Consolacion R. Saur* ASSET LIABILITY MANAGEMENT COMMITTEE Chairman Alberto Emilio V. Ramos Vice Chairman Jaime Valentin L. Araneta Members Emmanuel C. Geronimo Ma. Consuelo S. Ruffy Jan Nikolai M. Lim Jose Ramon O. Santamaria James Christian T. Dee Edralin G. Agbayani Consolacion R. Saur* RETIREMENT COMMITTEE ANTI-MONEY LAUNDERING COMMITTEE Rex P. Bautista Ricardo R. Chua Alberto Emilio V. Ramos Antonio S. Espedido, Jr. Jaime Valentin L. Araneta Edgar D. Dumlao Rosalinda T. Munsayac * Adviser Consultant OFFICERS PRESIDENT Alberto Emilio V. Ramos ** SENIOR ASSISTANT VICE PRESIDENT James Christian T. Dee ** Treasurer EXECUTIVE VICE PRESIDENT Jaime Valentin L. Araneta ASSISTANT VICE PRESIDENTS FIRST VICE PRESIDENTS Maria Consuelo A. Babas Head, Marketing Jan Nikolai M. Lim Head, Real Estate and Personal Loans Jose Ramon O. Santamaria Head, Auto Loans Restituto B. Bayudan ** Head, Information Teachnology Kristine Michele M. Chavez Real Estate Loans Marilou M. De Guzman Head, Alternative Channels VICE PRESIDENTS Edralin G. Agbayani Head, Credit & Collections Management Emmanuelito M. Gomez Unit Head, Acquired Assets Melecio C. Labalan, Jr.** Chief Security Officer Edgar D. Dumlao Corporate Secretary and Head, Legal Department Jezreel R. Pimentel Head, Credit Services Emmanuel C. Geronimo Head, Controllership Group Winifredo G. Solis Head, Business Intelligence Rosalinda T. Munsayac Head, Operations Group SENIOR MANAGERS Maria Consuelo S. Ruffy Head, Commercial /SME Loans Raymond C. Apo Head, Risk Management Unit Maria Rosanna L. Testa ** Head, Human Resources Group Rolando Rohel R. Briones Account Officer Commercial/SME Loans Anna Maria P. Ylagan Trust Banking Group Roberto A. Domingo, Jr. Project Manager Information Technology Reynaldo A. Dones Project Manager Information Technology Grace Z. Floresca Head, Credit Policy and Supervision Julio Joel C. Garcia Head, Branch Network Development Division Irene S. Mariano Head, Human Resources Department Enrico Luis D. Rojas Account Officer Personal Loans MANAGERS Arnold A. Alcala Head, Branch Support Services Meynard Jowell F. Bitas Head, Business Process Management Claro M. Eustaquio Head, Credit Intelligence Analytics Cecilia H. Katipunan Head, Personal Loans Credit Evaluation Gil D. Nolada Head, Financial Planning and Tax Management Raymond Martin C. Rosas Account Officer Commercial/SME Loans Oscar L. Samonte Head, Appraisal Michael V. Sabandal Account Officer Real Estate Loans Jose G. Ramos, Jr.** Head, Administrative Services Department Jimmy John C. Santos Head, Branch Sales Division Cecilia R. Villaluz Head, Head Office Audit Jacqueline T. Tomacruz ** Head, Customer Service Division DEPUTY SENIOR MANAGERS Jinkee C. Rejuso Head, Loans Operations Rosalie S. Salaysay Head, Auto Credit Evaluation Moises Germel S. Santos, Jr. Head, Branch Operations ** with interlocking officership with China Banking Corporation Annual Report 2013 171 NOTES TO FINANCIAL SUBSIDIARIES AND AFFILIATES STATEMENTS BRANCHES METRO MANILA ALABANG HILLS G/F Alabang Commercial Citi Arcade Don Jesus Blvd., Alabang Muntinlupa City Tel. No.: 403- 2801 Telefax: 828-4854 Quennie V. Umil SAVEMORE AMANG RODRIGUEZ Amang Rodriguez Ave. corner Evangelista St., Brgy. Santolan Pasig City Tel. Nos.: 964-1323; 654-4710 Shane Michelle G. Gueco SAVEMORE ANONAS Maamo St. Road Lot 30, V. Luna St. corner Anonas extension Sikatuna Village, Quezon City Vishia Prima B. Baoayan SAVEMORE ARANETA CENTER COD Gen. Romulo St., Araneta Center Cubao, Quezon City Tel. Nos.: 921-3147; 921-3149 Alejandro Tanawag, Jr. SAVEMORE AVENIDA 665 Rizal Avenue, Jennet and Lord Theater, Sta. Cruz, Manila Tel. Nos.: 734-0534; 734-0543 Michael N. Calderon AYALA 6772 Ayala Avenue Makati City Tel. Nos.: 864-5011, 864-5017 Local 8100 to 8104 Lani D. Larion BF HOMES 284 Aguirre Avenue B.F Homes, Parañaque Tel. Nos.: 964-1292 553-5412; 553-5414 Maria Dolores S. Regala CHINO ROCES 2176 Chino Roces Avenue Makati City Tel. Nos.: 831-0477; 964-1322 Cristina B. Sanchez FILINVEST CORPORATE CITY BC Group Bldg., East Asia Drive near corner Commerce Ave. Filinvest Corporate City, Alabang Muntinlupa City Tel. Nos.: 511-1152; 217-3069 Telefax: 511-1145 Marites B. Nubla GREENHILLS-WILSON 219 Wilson St. Greenhills, San Juan City Tel. Nos.: 748-7625; 584-5946 Telefax: 584-5947 Josephine Joy T. Rillera 172 SAVEMORE JACKMAN Lower G/F, Jackman Plaza Edsa-Muñoz, Quezon City Jeanette Michelle M. Belino J.P. RIZAL 882 J.P Rizal St. Poblacion, Makati City Tel. Nos.: 890-1027; 89010-26 Amapola A. Guina JUAN LUNA 694-696 Juan Luna Street Binondo, Manila Tel. No.: 964-1327; 254-0371 Erlinda C. Sia KALOOKAN Augusto Bldg., Rizal Ave. Grace Park, Kalookan City Tel. No.: 365-7593 Telefax: 363-2752 Ronaldo M. Centeno LAS PIÑAS G/F Parco Supermarket J. Aguilar Ave., Pulang Lupa Dos Las Piñas City Tel. Nos.: 548-0368; 474-6842 Telefax: 548-0367 Geraldine R. Diwa LAS PIÑAS - ALMANZA UNO Aurora Center, Alabang Zapote Road Almanza Uno, Las Piñas City Tel. Nos.: 966-9001; 551-4724 Telefax: 551-4051 Eleanor B. Montemayor MARIKINA 33 Bayan-Bayanan Ave. Bgy. Concepcion 1, Marikina City Tel. Nos.: 934-6037; 477-2445 Telefax: 477-2443 Bernard M. San Jose MCKINLEY HILL (THE FORT) GF Unit-B Commerce & Industry Plaza (CIP), 1030 Campos Ave. corner Park Ave., McKinley Towncenter Fort Bonifacio, Taguig City Tel. Nos.: 798-0357; 403-0425 Telefax: 403-9413 Oleeve R. Lim SAVEMORE NEPA-Q-MART G/F & 2/F, 770 St. Rose Bldg. EDSA and K-G, St. West Kamias, Quezon City Tel. Nos.: 351-4883; 502-7135 Rowena R. Arcangel SAVEMORE NOVA PLAZA MALL Novaliches Plaza Mall Quirino Highway cor. Ramirez St. Novaliches Proper, Quezon City Tel. Nos.: 983-1512; 983-1511 Michelle Ann P. Borjal ORTIGAS Ground floor, Hanston Square San Miguel Avenue Ortigas Center, Pasig City Tel. Nos.: 654-1912; 477-3439 Domingo V. Ortiz PASIG-PADRE BURGOS 114 Padre Burgos St. Kapasigan, Pasig City Tel. Nos.: 650-3362; 650-3356 650-3361 Telefax: 650-3354 Rolando B. Ordoño PATEROS 500 Elisco Rd. Sto. Rosario, Pateros City Tel. Nos.: 738-3529; 641-8537 Telefax: 641-9556 Ma. Aurora C. Eugeni SAVEMORE PEDRO GIL Pedro Gil cor Singalong Sts. Manila Tel. Nos.: 521-4056; 354-3117 Kathleen D. Fabro QUEZON AVENUE G/F GJ Bldg., 385 Quezon Ave. Quezon City Tel. Nos.: 332-2638; 966-7493 Telefax: 332-2639 Michelle Marie S. Fornesa SAVEMORE TAFT-MASAGANA Parkview Plaza, Trida bldg. Taft Avenue corner T.M. Kalaw St. Ermita, Manila Tel. Nos.: 554-0617;554-0697 Abigail D. R. Manahan SAVEMORE TAGUIG-ACACIA ESTATES Acacia Town Center Acacia Estates, Barangay Ususan Taguig City Tel. No.: 964-1318 January Anne C. Tapeño VALENZUELA 385 McArthur Highway Malinta, Valenzuela City Tel. Nos.: 709-4641; 709-4642 Telefax: 709-4644 Jobel B. Araña LUZON ANGELES Miranda Ext. corner Asuncion St., Angeles City Tel. Nos.: (045) 458-0297 (045) 286-6586 Local 4833 Telefax: (045) 458-0298 Maria Beata P. Larin ARAYAT Cacutud, Arayat, Pampanga Tel. Nos.: (045) 409-9559 (045) 885-2390 Ma. Rowena C. Cura BACOOR FRC Mall, Gen. Evangelista St. Talaba V, Bacoor, Cavite Tel. Nos.: (046) 417-4504 Local 4842, 4843 Telefax: (046) 417-4710 May G. Tan BAGUIO Upper G/F KDC Building 91 Marcos Highway, Baguio City Tel. Nos.: (074) 442-1245 Local 4816-17 Telefax: (074) 424-6415 Demetrio D. Madayag, Jr. BALANGA Capitol Drive, Balanga City Bataan Tel. No.: (047) 237-3828 Susan Limson Songco BATANGAS CITY Miriel’s Place, National Road Pallocan West, Batangas City Tel. Nos.: (043) 980-0544 Local 4846 Telefax: (043) 980-0545 Edwin R. Guevara CABANATUAN Km. 115 Cagayan Valley Rd. Maharlika Highway near corner Sanciangco St., Cabanatuan City Tel. Nos.: (044) 940-6942 (044) 940-6944 Local 4800 Telefax: (044) 940-6943 Ma. Theresa R. Padiernos CALAMBA HK Bldg II, National Highway Brgy. Halang, Calamba, Laguna Tel. No.: (049) 306-0238 Telefax: (049) 306-0234 Eva R. Limbo DAGUPAN G/F Lyceum-Northwestern University Tapuac District, Dagupan City Tel. Nos.: (075) 523-3637 (075) 515-8278 Telefax: (075) 523-2568 Gingin T. Aquino DARAGA Rizal St., Brgy. San Roque Daraga, Albay, Bicol Tel. Nos.: (052) 204-0024 (052) 204-0025 Local 4822 Telefax: (052) 483-0706 Timoteo D. De Villa, Jr. DAU MacArthur Highway Dau, Mabalacat, Pampanga Tel. Nos.: (045) 624-0167 892-2215; 892-2216 Ronnie Z. Pineda FILOIL TANAUAN - SUPLANG FilOil Gas Station Brgy. Suplang, Tanauan Batangas Janrynel T. Gonzales PORAC Cangatba, Porac, Pampanga Tel. Nos.: (045) 329-3188 329-3177 Mariano V. Garcia, Jr. SAN RAFAEL Cagayan Valley cor. Cruz na Daan Roads, San Rafael, Bulacan Tel. No.: (044) 815-8915 Nancy L. Santiago GUAGUA Plaza Burgos, Guagua Pampanga Tel. Nos.: (045) 901-0640 901-0966 Betty L. Bacani SAN FERNANDO KHY Trading Bldg. San Fernando-Gapan Rd. San Fernando City, Pampanga Tel. Nos.: (045) 961-1416 (045) 300-0426 Local 4812-13 Telefax: (045) 961-1415 Mary Ann Jaquelyn S. Tiongson SANTIAGO City Road, Centro East Santiago City, Isabela Tel. Nos.: (078) 305-0580 Local 4824-25 Telefax: (078) 305-0532 Elizabeth K. Chua IMUS Gen. Emilio Aguinaldo Highway Anabu II, Imus, Cavite Tel. Nos.: (046) 471-0177 (046) 471-0179 Local 4820-21 Telefax: (046)471-0178 Rosewedi T. Baltero Cruz LIPA G/F Tibayan Bldg. 1705 CM Recto Ave. cor. Rizal St., Lipa City Tel. Nos.: (043)757-5107 (043)981-3602 Telefax: (043)757-5253 Rolando E. Castillo MACABEBE Poblacion, Macabebe Pampanga Tel. Nos.: (045) 921-0594 (045) 434-0258 Christopher G. Benitez MALOLOS Canlapan Street, Sto. Rosario Malolos City, Bulacan Tel. No.: (044) 794-2830 Telefax: (044) 794-2793 Rosanna L. Martinez NAGA RL Building, Panganiban St. Lerma, Naga City Tel. No.: (054) 472-1947 Telefax: (054) 472-5424 Loc 4830/4831 Timoteo D. De Villa, Jr. OLONGAPO CITY GF City View Hotel 25 Magsaysay Drive, New Asinan Olongapo City Tel. Nos.: (047) 222-2504 (047) 271-5251 Telefax: (047) 222-1891 Jessie A. Chua ORANI Brgy. Balut, Orani, Bataan Tel. Nos.: (047) 638-1281 638-1282 Elsie B. Dimalanta SAN FERNANDO - BAYAN V. Tiomico St., City of San Fernando Pampanga Tel. Nos.: (045) 961-3246 861-0894 Editha C. Gomez SAN ILDEFONSO Rose Vic Bldg. Cagayan Valley Road, Poblacion San Ildefonso, Bulacan Tel. Nos.: (044) 762-1075 (044) 677-1610 Ledwina D.C. Villafuerte SAN JOSE-ANGELES Sto. Rosario St., San Jose Angeles City Tel. Nos.: (045) 887-6433 (045) 626-1416 SAN JOSE DEL MONTE Ground Floor, Giron Building Gov. Halili Avenue, Tungkong Mangga San Jose Del Monte, Bulacan Tel. Nos.: (044) 815-8396 (044) 233-6501 Local 4851, 4850 4001 Telefax: (044) 815-6616 Othello C. Mendoza SAN NARCISO Brgy. Libertad, San Narciso Zambales Telefax: (047) 913-2288 913-2245 Johnest N. Monsalud SAN PABLO P. Zamora St., Brgy. VII - B San Pablo City Tel. Nos.: (049) 503-2890 Local 4834, 4835 Grace Asuncion O. Averion SAN PEDRO Gen - Ber Bldg. National Highway, Landayan San Pedro, Laguna Tel. Nos.: 869-8220; 869-8221 Local 4836 Telefax: 847-0585 Ma. Corazon G. Leung STA. ANA Poblacion, Sta. Ana, Pampanga Tel. Nos.: (045) 409-0335 (045) 409-9818 Lita P. Lopez STA. RITA San Vicente, Sta. Rita, Pampanga Tel. Nos.: (045) 434-0131 900 - 0658 Gloria S. Cunanan STA. ROSA LAGUNA Lot 2 Block 5 Phase 2A Avida Commercial, Sta. Rosa-Tagaytay Road Barangay Sto. Domingo Sta. Rosa, Laguna Tel. No.: (049) 307-2259 Amor F. Cajucom SUBIC Baraca, Subic, Zambales Tel. Nos.: (047) 232-6105 232-6104 Cheryl E. Comandante TARLAC RIC Bldg., Bypass Road San Sebastian, Tarlac City Tel. Nos.: (045) 628-0761 (045) 628-0755 Local 4826-27 Telefax: 628-0754 Everett B. Lim TAYTAY C Gonzaga Building 2 Manila East Road, Taytay, Rizal Tel. Nos.: 650-3368; 650-3367 Mary Joy D.L Surla CEBU - MANDAUE A. Del Rosario Ave., Mantuyong Mandaue City, Cebu Mirabel T. Mendoza CEBU-LAHUG G/F Skyrise IT Bldg., Brgy. Apas Lahug, Cebu City Tel. Nos.: (032) 236-0809 236-0810 Telefax: (032) 236-0869 Mark Ryan E. Sy ILOILO-QUEZON Ground Floor, 132 Quezon St. Iloilo City Tel. Nos.: (033) 321-0940 335-0213 John Michael L. Denate ILOILO-JARO Lopez Jaena corner EL 98 streets, Jaro, Iloilo City Tel. Nos.: (033) 320-0370 320-0426 Anmosel B. Pastrano III MINDANAO CAGAYAN DE ORO Sergio Osmeña St., Cogon District, Cagayan de Oro City Tel. Nos.: (088) 323-1507 323-1508 Local 4807/4807 Ma. Socorro D. Cosme DAVAO G/F 8990 Corporate Center Quirino Ave., Davao City Tel. Nos.: (082) 321-0273 321-0274 Liza L. Ricabo ZAMBOANGA Nuñez Extension, Camino Nuevo, Zamboanga City Tel. Nos.: (062) 955-0563 310-0900 Jennifer Marie R. De Leon VISAYAS BACOLOD SKT Saturn Bldg. Lacson cor. Rizal Sts. Bacolod City Tel. Nos.: (034) 435-7143 435-6983 Local 4810/4811 Telefax: (034) 708-2041 Ronnie A. Vinco, Jr. Annual Report 2013 173 SUBSIDIARIES AND AFFILIATES Plantersbank Building 314 Sen. Gil Puyat Avenue Makati City Tel. No. : (632) 884-7600; 884-7800 E-mail : info@plantersbank.com.ph Customer Relations: customerrelations@plantersbank.com.ph www.plantersbank.com.ph Planters Development Bank (Plantersbank) is the newest member of the China Bank Group, following the approval in principle of the Monetary Board of the Bangko Sentral ng Pilipinas (BSP) on December 13, 2013. China Bank now owns 84.77% of Plantersbank’s capital stock. A tender offer will be made to acquire the remaining 15.23% shares owned by minority shareholders. Integration activities have commenced to merge Plantersbank with either China Bank or CBS within three years from the date of the BSP approval. Plantersbank is a development-oriented finance institution nationally acclaimed as the country’s lead bank for small and medium enterprises (SMEs). BOARD OF DIRECTORS CHAIRMAN Amb. Jesus P. Tambunting VICE CHAIRMAN Ricardo R. Chua DIRECTORS Nancy D. Yang Alberto Emilio V. Ramos Alexander C. Escucha Antonio S. Espedido, Jr. Ramon R. Zamora Carlos M. Borromeo INDEPENDENT DIRECTORS Roberto F. Kuan Alberto S. Yao Margarita L. San Juan CORPORATE SECRETARY Edgar D. Dumlao ASSISTANT CORPORATE SECRETARY Odel S. Janda BOARD-LEVEL COMMITTEES EXECUTIVE COMMITTEE Chairman Vice Chairman Members Ricardo R. Chua NOMINATION AND COMPENSATION COMMITTEE RISK OVERSIGHT COMMITTEE Ricardo R. Chua Alberto S. Yao Carlos M. Borromeo Alberto Emilio V. Ramos Maria Victoria T. Alfonso Maria Rosanna L. Testa Nancy D. Yang Ramon R. Zamora Alexander C. Escucha Ananias S. Cornelio III* Nancy D. Yang Alberto Emilio V. Ramos Carlos M. Borromeo Antonio S. Espedido, Jr. *Ex-officio AUDIT COMMITTEE CORPORATE GOVERNANCE COMMITTEE Chairman Roberto F. Kuan Alberto S. Yao Members Margarita L. San Juan Alberto S. Yao Ricardo R. Chua Roberto F. Kuan Antonio S. Espedido, Jr. Alexander C. Escucha TRUST AND INVESTMENT COMMITTEE Alexander C. Escucha Carlos M. Borromeo Marilen E. Sarmiento Ramon R. Zamora MANAGEMENT-LEVEL COMMITEES MANAGEMENT COMMITTEE (MANCOM) Chairman Vice Chairman Members 174 CREDIT COMMITTEE (CRECOM) ASSET AND LIABILITY COMMITTEE (ALCO) Carlos M. Borromeo Carlos M. Borromeo Carlos M. Borromeo Alberto Emilio V. Ramos Consolacion R. Saur James Christian T. Dee Ma. Agnes J. Angeles Juanita Margarita O. Umali Gary A. Vargas Liberty S. Basilio Jose F. Acetre Eleanor R. Recaña Alesandra E. Tiaoqui Neliza M. Oñate Luis Bernardo A. Puhawan Jeffrey Jose DL Bognot Maria Victoria T. Alfonso Juanita Margarita O. Umali Jose F. Acetre Alesandra E. Tiaoqui Ma. Agnes J. Angeles Gary A. Vargas Liberty S. Basilio Jose F. Acetre Alesandra E. Tiaoqui Luis Bernardo A. Puhawan Jeffrey Jose DL. Bognot Neliza M. Oñate Rosana B. Amoranto Allan E. Borreo COLLECTION AND ASSET RECOVERY (CARCOM) Chairman Vice Chairman Members HR/RETIREMENT COMMITTEE (HR/RETCOM) IT STEERING COMMITTEE (ITSC) Carlos M. Borromeo Carlos M. Borromeo Maria Luz B. Favis Editha N. Young Jose F. Acetre Juanita Margarita O. Umali Alesandra E. Tiaoqui Luis Bernardo A. Puhawan Odel S. Janda OPERATIONS COMMITTEE (OPSCOM) Ricardo R. Chua Carlos M. Borromeo Antonio S. Espedido, Jr. Maria Victoria T. Alfonso AMLA COMMITTEE (AMLACOM) Juanita Margarita O. Umali Eleanor R. Recaña Luis Bernardo A. Puhawan Adonis C. Yap INTERNAL AFFAIRS COMMITTEE (IAC) Juanita Margarita O. Umali Ma. Chimene C. Alvarez Juanita Margarita O. Umali Jaime Valentin L. Araneta Marissa B. Espino Maria Rosanna L. Testa Eleanor R. Recana Neliza M. Oñate Renato O. Janairo Ma. Cristina M. Farol Matilde M. Ramoso Odel S. Janda Alesandra E. Tiaoqui Maribel M. Dimayuga Ma. Cristina M. Farol Renato O. Janairo Odel S. Janda Alesandra E. Tiaoqui Luis Bernardo A. Puhawan Jay Araceli L. Suria CHAIRMAN DEPARTMENT HEADS Amb. Jesus P. Tambunting FIRST VICE PRESIDENTS Matilde M. Ramoso Branch Operations and Training PRESIDENT Rosana B. Amoranto Treasury Chairman Vice Chairman Members OFFICERS Carlos M. Borromeo GROUP HEADS Roberto F. Banaag Corporate Communications EXECUTIVE VICE PRESIDENT Odel S. Janda Legal Support Services Ma. Agnes J. Angeles SME Banking Group II Adonis C. Yap Transaction Banking SENIOR VICE PRESIDENTS Jose F. Acetre Collection And Assets Recovery Liberty S. Basilio SME Banking Group I Juanita Margarita O. Umali Operations Gary A. Vargas Consumer Banking FIRST VICE PRESIDENTS Jeffrey Jose DL. Bognot Branch Banking Neliza M. Oñate SME Banking Group III Luis Bernardo A. Puhawan Controllership Eleanor R. Recaña Information Technology and Communications Alesandra E. Tiaoqui Credit Supervision and Services VICE PRESIDENTS Victoria T. Alfonso Human Resources and Premises Neilo U. Altre, Jr. SME Metro Manila Lending I Manolo F. Chan Loans Administration Marissa B. Espino Compliance Office Ma. Cristina M. Farol Risk Management Emmanuel Antonio R. Gomez SME Plus Jose Renato O. Janairo Branch Operations Gerardo V. Munda SME Mindanao Lending Sonia B. Ostrea Central Operations and Support Christian Eugene S. Quiros Collection Services John Benedict S. Santos Business Process Management Jose C. Santos, Jr. Auditing SENIOR ASSISTANT VICE PRESIDENTS Virgilio I. Libunao, Jr. SME North Luzon Lending II Josefina G. Mayor SME Metro Manila Lending II Alfredo C. Mojica, Jr. SME South Luzon Lending I Joseph Nestor T. Reyes Acquired Assets Edmundo D. Sinag Accounting and Regulatory Report Jay Araceli L. Suria Human Resources Maria Joyce G. Zarate Product Development and Management ASSISTANT VICE PRESIDENTS Eugene John M. Daga Business Continuity and Operations Evangeline DC. Dayrit Credit Control and Administration Marjorie T. Esplana Housing Finance Annabelle G. Gagarra SME Visayas Lending SENIOR MANAGERS Bernardino G. Lagarde Credit Investigation Ivan Rey B. Tagpis Credit Appraisal MANAGER Beverly M. Guevarra OIC - Customer Service BRANCH AREA HEADS Cynthia D. Altiche Assistant Vice President BBG - Metro Manila Area I Manuel Antonio S. Garcia Assistant Vice President BBG - Metro Manila Area II Angel Maria P. Ingalla III Senior Assistant Vice President BBG - North Luzon Area I Elizabeth G. Buencamino Vice President BBG - North Luzon Area II Carlo Magno L. Olmos Senior Manager BBG - South Luzon Area I Emmanuel C. Formeloza Assistant Vice President BBG - South Luzon Area II Marlene M. Camat Assistant Vice President BBG - Visayas Area Maria Theresa S. Pacheco Assistant Vice President BBG - Mindanao Area Rusela G. Maranan Management Reporting Annual Report 2013 175 SUBSIDIARIES AND AFFILIATES BRANCHES METRO MANILA MAIN BRANCH 314 Sen. Gil J. Puyat Avenue Makati City Trunklines: (02) 884-7600 (02) 884-7800 locals 3900, 3901 3902 and 7645 Telefax No.: (02) 812-9359 Maridyl V. Aguirre ALABANG GF / Common Goal Building Finance corner Industry Streets Madrigal Business Park Ayala Alabang, Muntinlupa City Tel No.: (02) 842-1016 Telefax No.: (02) 842-0761 Rudolph Lawrence F. Yance BANAWE Nos. 247-249 Banawe Street Sta. Mesa Heights Brgy. Lourdes, Quezon City Tel. No.: (02) 412-2426 Telefax No. (02) 412-6249 Ann Marie D. Palac BANGKAL GF / Amara Building 1661 Evangelista Street Bangkal, Makati City Tel Nos.: (02) 621-3459 (02) 621-3461 Francisco C. Buenaflor CUBAO Fernandina 88 Suites 222 P. Tuazon Boulevard Cubao, Quezon City Tel No.: (02) 913-5209 Telefax No.: (02) 913-4903 Wendell M. Gaza DEL MONTE 392 Del Monte Avenue Brgy. Sienna, Quezon City Tel No.: (02) 741-2447 Maria Victoria I. Calderon GREENHILLS VAG Building, Ortigas Avenue Greenhills, San Juan Metro Manila Tel Nos.: (02) 721-0105 (02) 724-7523 (02) 724-7528 Maria Jennifer V. Bondoc 176 KALOOKAN AJ Building 353 A. Mabini Street Kalookan City Tel No.: (02) 709-3435 (02) 961-2628 Abner B. Aballa PARAÑAQUE Jaka Plaza Center Dr. A. Santos Avenue, (Sucat Road) Brgy. San Isidro, Parañaque City Tel. No.: (02) 820-6093 Telefax No.: (02) 820-6091 Roman J. Villacorta KAPASIGAN A. Mabini Street Kapasigan, Pasig City Tel. No.: (02) 642-2870 Telefax No.: (02) 640-7085 Santos F. Guadines, Jr. (OIC) PASO DE BLAS Andok’s Building 629 General Luis Street Malinta Interchange-NLEX Paso de Blas, Valenzuela City Tel No.: (02) 984-8258 Telefax No.: (02) 443-5069 Carmelita D. P. Apalisoc LAGRO Bonanza Building Quirino Highway, Greater Lagro Novaliches, Quezon City Tel. No. (02) 936-4988 Telefax No.: (02) 461-7214 Marcelino G. Sison LAS PIÑAS 459 DMR Building Gonzales Compound Alabang-Zapote Road Brgy. Almanza, Las Piñas City Tel No.: (02) 800-8893 Telefax No.: (02) 805-0438 Benjamin T. Cuyos MANDALUYONG Paterno’s Building 572 New Panaderos Street Brgy. Pag-asa, Mandaluyong City Tel. Nos.: (02) 238-3745 (02) 238-3744 Cynthia D. Altiche (OIC) MARIKINA CTP Building, Gil Fernando Avenue (former A. Tuazon Avenue) Brgy. San Roque, Marikina City Tel No.: (02) 681-2810 Telefax No.: (02) 645-8169 Catherine S. Tindoy NINOY AQUINO AVENUE Ground Floor Skyfreight Building Ninoy Aquino Avenue corner Pascor Drive, Parañaque City Tel No.: (02) 851-1718 Telefax No.: (02) 851-1681 Rafael Ma. C. Guerra III ORTIGAS OMM Citra Building San Miguel Avenue Ortigas Center, Pasig City Tel. No.: (02) 637-9778 Telefax No.: (02) 637-9824 Irmina V. Dator PATEROS 120 Almeda Street Pateros, Metro Manila Tel No.: (02) 641-6768 Telefax No.: (02) 641-6760 Santos F. Guadines, Jr. QUEZON AVENUE 1184-A Ben-Lor Building Quezon Avenue, Brgy. Paligsahan Quezon City Tel Nos.: (02) 376-4546 (02) 376-4548 Telefax: (02) 376-4544 Antonette C. Fuentes RADA HRC Center, 104 Rada Street Legaspi Village, Makati City Tel Nos.: (02) 810-9369 (02) 810-9370 (02) 818-2368 Telefax No.: (02) 812-2577 Maria Francesca J. Corporal UN AVENUE 552 U.N. Avenue Ermita, Manila Tel No.: (02) 400-5468 Telefax No.: (02) 400-5467 Elizabeth P. Munda TIMOG Jenkinsen Towers 80 Timog Avenue Brgy. Sacred Heart, Quezon City Tel. Nos.: (02) 371-8303 (02) 371-8305 Telefax No.: (02) 371-8304 Randal Ignatius Z. Razo VALENZUELA CITY Ong-Juanco Building 92 - J Mac-Arthur Highway Marulas, Valenzuela City Tel. Nos.: (02) 291-6541 (02) 291-6542 Elizabeth G. Buencamino (OIC) VISAYAS AVENUE Wilcon City Center Mall Visayas Avenue, Quezon City Tel. No.: 990-7717 Telefax No.: (02) 924-5591 Ericson A. Albano NORTH LUZON BAGUIO B108 Lopez Building Session Road, Baguio City Tel No.: (074) 446-3993 Telefax No.: (074) 446-3994 Maria. Elena F. Estira BATAAN Balanga D.M. Banzon Street Balanga City Tel. No.: (047) 237-3666 Fax No. (047) 237-3667 Mary Jane L. Sazon Orani Calle Real, Orani, Bataan Tel. Nos.: (047) 638-1130 (047) 431-1275 Telefax No.: (047) 638-1025 Maria Cristina T. Fermin BULACAN Balagtas MacArthur Highway Wawa, Balagtas, Bulacan Tel No.: (044) 693-1849 Telefax No.: (044) 918-1425 Adelaida P. Dumlao Baliuag Plaza Naning, Poblacion Baliuag, Bulacan Tel No.: (044) 766-2014 Telefax No.: (044) 673-1338 Maria Editha D. Gatmaitan Hagonoy Sto. Niño Hagonoy, Bulacan Tel No.: (044) 667-1431 Telefax No.: (044) 793-0008 Samuel A. Pagsibigan Malolos Paseo del Congreso, Catmon City of Malolos, Bulacan Tel. No.: (044) 791-2461 Telefax No.: (044) 662-7819 Romeo G. Esteban Meycauayan Mancon Building MacArthur Highway Calvario, Meycauayan, Bulacan Tel No.: (044) 228-2461 Telefax No.: (044) 840-0099 Roberto S.R. Evangelista Plaridel 0226 Cagayan Valley Road Banga 1st, Plaridel, Bulacan Tel. No.: (044) 670-1067 Telefax No.: (044) 795-0105 Rolando R. Peralta Sta. Maria JC De Jesus corner M. De Leon Poblacion, Sta. Maria, Bulacan Tel. Nos.: (044) 641-1150 (044) 893-0587 Telefax No.: (044) 288-2453 Helen O. Cabuhat San Miguel Norberto Street, San Jose San Miguel, Bulacan Tel Nos.: (044) 764-0162 (044) 764-0826 Imelda D. Villamor CAGAYAN Tuguegarao Metropolitan Cathedral Parish Rectory Complex, Rizal Street Tuguegarao City Tel. Nos.: (078) 255-1020 (078) 255-1024 Mario P. Allauigan ILOCOS NORTE Vigan Agdamag Building Quezon Avenue corner Calle Mabini Vigan City, Ilocos Norte Tel. No.: (077) 674-0300 Melvin R. Aguinaldo ISABELA Santiago JECO Building Maharlika Highway corner Quezon Street, Victory Norte Santiago City Tel. Nos.: (078) 305-0260 (078) 305-0252 Lloyd Vincent R. Binasoy LA UNION La Union AG Zambrano Building Quezon Avenue San Fernando City, La Union Tel. No.: (072) 700-3800 Telefax No.: (072) 242-0414 Eloisa B. Chan NUEVA ECIJA PANGASINAN Cabanatuan Burgos Avenue Cabanatuan City, Nueva Ecija Tel No.: (044) 600-2888 Telefax No.: (044) 463-0441 Imelda D. Villamor (OIC) Dagupan Burgos Extension, corner Perez Boulevard and Lingayen Highway Junction, Dagupan City Tel Nos.: (075) 515-7600 (075) 522-9586 Maria Suzette D. R. Ramos PAMPANGA Angeles 639 Rizal Street, Angeles City Tel No.: (045) 888-4971 Telefax No.: (045) 323-4303 Annalyn L. Tolentino Balibago JEV Building MacArthur Highway Balibago, Angeles City Tel Nos.: (045) 892-3325 Telefax No.: (045) 332-1030 Maricel E. Manalang Dolores STCI Building MacArthur Highway, San Agustin City of San Fernando, Pampanga Tel. No.: (045) 963-3724 Telefax No.: (045) 963-3150 Alexander Y. Liwanag Guagua Sto Niño Guagua, Pampanga Tel No.: (045) 900-2326 Fax No.: (045) 900-0779 Alex L. Serrano Masantol San Nicolas Masantol, Pampanga Tel. No. (045) 981-1025 Telefax No.: (045) 981-1064 Jona C. Bernarte Mount Carmel AMB Building Km. 78 MacArthur Highway Brgy. Saguin, City of San Fernando Pampanga Tel No.: (045) 861-1066 Telefax No.: (045) 636-6055 Regina S. Dayrit San Fernando JSL Building Consunji Street City of San Fernando, Pampanga Tel Nos.: (045) 961-4575 (045) 961-2963 Telefax No.: (045) 961-1181 Misael D. Velasquez Urdaneta MacArthur Highway, Nancayasan Urdaneta City, Pangasinan Tel No.: (075) 568-8690 Telefax No.: (075) 656-2331 Loreto V. Muñoz, Jr. TARLAC Tarlac MacArthur Highway San Nicolas, Tarlac City Tel. No.: (045) 982- 9652 Telefax No.: (045) 982-9653 Thelma Marie C. Isais ZAMBALES Olongapo G/F R&P Guevarra Building 2 2043 Rizal Avenue, Olongapo City Tel. No.: (047) 222-2131 Telefax No.: (047) 222-2020 Ricardo R. Chua SOUTH LUZON BATANGAS Batangas No. 3 P. Burgos Street Batangas City Tel Nos.: (043) 723-1510 (043) 723-7652 Consorcia M. Gonzales Lipa C.M. Recto Avenue, Lipa City Tel. Nos.: (043) 756-1414 (043) 756-1022 Telefax No.: (043) 756-5003 Maricel C. Mercado Sto. Tomas Agojo Building Maharlika Highway Sto. Tomas, Batangas Tel No.: (043) 318-0582 Telefax No.: (043) 778-3247 Myla L. Mapalad CAVITE Bacoor Coastal Road corner Aguinaldo Highway Brgy. Talaba VII Bacoor City, Cavite Tel. Nos.: (046) 417-5940 (046) 417-5930 Maria Victoria G. Baloy Imus Tanzang Luma Aguinaldo Highway Imus City, Cavite Tel. No.: (046) 471-4715 Telefax No.: (046) 471-4712 Joe Marcel M. Ponseca Dasmariñas Veluz Plaza Building Zone I, Aguinaldo Highway Dasmariñas City, Cavite Tel No.: (046) 416-0501 Joe Marcel M. Ponseca (OIC) CAMARINES SUR Naga P. Burgos Street corner Gen. Luna Street Naga City Tel. Nos.: (054) 473-6322 (054) 473-6321 Albert B. Tan LAGUNA Biñan Nepa Highway San Vicente, Biñan, Laguna Tel No.: (049) 411-2716 Telefax No.: (02) 429-4878 Lilibeth A. Carandang Calamba Ground Floor, AS Building National Highway, Barangay Uno Crossing, Calamba City Tel. Nos.: (049) 545-5310 (049) 545-3670 Telefax No.: (02) 520-8808 Rodel B. Solomon U.P. Los Baños Kanluran Road UPLB Campus, Los Baños, Laguna Tel. No.: (049) 536-3058 Telefax No.: (049) 536-3682 Cherry Jane O. Pamplona LB-Crossing Lopez Avenue, Batong Malaki Los Baños, Laguna Tel. No.: (049) 536-2596 Telefax No.: (049) 536-0549 Cherry Jane O. Pamplona (OIC) San Pablo City Rizal Avenue corner Lopez Jaena Street San Pablo City Tel. No.: (049) 562-7738 Telefax No.: (049) 562-0697 Simplicia Elizabeth C. Kalaw Sta. Rosa National Highway corner Lazaga Street Balibago, Sta. Rosa, Laguna Tel Nos.: (049) 534-1167 (02) 520-8448 Sonny L. Triviño Annual Report 2013 177 SUBSIDIARIES AND AFFILIATES QUEZON VISAYAS MINDANAO Lucena Merchan corner Evangelista Street Lucena City Tel No.: (042) 660-6964 Telefax No.: (042) 710-6964 Albert B. Tan Bacolod F. Soliman Building Lacson Street corner Luzuriaga Street Bacolod City, Negros Oriental Tel. Nos.: (034) 704-1084 Telefax No.: (034) 704-1089 Jaime Javier D. Torre Cagayan De Oro Tiano Brothers Street Cagayan de Oro City Tel. Nos.: (08822) 727-082 (088) 857-2879 Telefax No.: (08822) 727-083 Yolando M. Radaza RIZAL Angono M.L. Quezon Avenue Angono, Rizal Tel. No.: (02) 651-1782 Telefax No.: (02) 651-1779 Lourdes V. Quitoriano Cebu - Mango JSP Mango Plaza Gen. Maxilom Avenue corner Echavez Street Cebu City Tel. No.: (032) 231-4304 Telefax No.: (032) 231-4736 Maria Theresa L. Tan Davao - Recto C. M Ville Abrille Building C. M. Recto St., Davao City Tel. Nos.: (082) 227-1802 (082) 305-5808 Local 4344 Leah O. Lim Antipolo EMS Building M.L. Quezon Street corner F. Dimanlig Street Antipolo City, Rizal Tel. No.: (02) 697-1066 Telefax No.: (02) 697-0224 Maria Cecilia C. Oxales Cebu - P. del Rosario Cebu Leesons Building P. Del Rosario Street corner D. Jakosalem Street Cebu City Tel. Nos.: (032) 253-2212 (032) 253-2213 Carlos M. Gonzales Taytay East Road Arcade Manila East corner Cabrera Road Tikling, Taytay, Rizal Tel. Nos.: (02) 658-0850 (02) 658-6409 Razelyn J. Afuang Iloilo Cua Building Quezon Street, Iloilo City Tel. No.: (033) 336-9752 Telefax No.: (033) 336-9752 Elly Beth L. Amparo 178 Mandaue Co Tiao King Building Cebu North Road Basak, Mandaue City Tel. No.: (032) 346-8814 Telefax No.: (032) 346-6959 Pia Monica C. Alturas Davao – J.P. Laurel Door 2, Gutierrez Building J.P. Laurel Avenue, Davao City Tel. No.: (082) 305-4439 Telefax No.: (082) 222-1255 Mae D. Hipolito General Santos I. Santiago Boulevard General Santos City Tel. No.: (083) 552-6329 Telefax No.: (083) 552-6330 Maria Theresa S. Pacheco Tagum Jose Rizal Street Tagum City Davao del Norte Tel. No.: (084) 218-8216 (084) 218-8217 John Y. Sison Manulife China Bank Life Assurance Corporation (MCBLife) is a joint venture bancassurance company of China Bank and The Manufacturers Life Insurance Company (Phils.), Inc. (Manulife Philippines), a wholly-owned domestic subsidiary of Canada-based Manulife Financial Corporation, one of the largest life insurance companies in the world. The Bank has 5% interest in MCBLife which began operations on March 23, 2007, providing a wide range of innovative insurance products and services through China Bank branches nationwide. 24/F LKG Tower, 6801 Ayala Ave. Makati City 1226 Philippines Tel. No. : (632) 884-5433 Fax No. : (632) 845-0980 Customer Care Line: (632) 884-7000 E-mail : phcustomercare@manulife.com www.manulife-chinabank.com.ph 8/F VGP Center, 6772 Ayala Ave. Makati City 1226, Philippines Tel. No.: (632) 885-5555 VGP Center: (632) 751-6000 Robert D. Wyld President and Chief Executive Officer Mark Reynan S. Antiga Senior Assistant Vice President and National Sales Head China Bank Insurance Brokers, Inc. (CBIBI) is a wholly-owned subsidiary of the Bank established on November 3, 1998 as a full service insurance brokerage. It provides direct insurance broking for retail and corporate customers, with a wide and comprehensive range of plans for life and non-life insurance. The life insurance retail products include Whole Life, Endowment, Investment-Linked, Education, Term and Life Protection with Hospitalization and Critical Illness Cover. Under the Non-Life insurance category, programs for residential, personal, corporate and industrial clients are available, with insurance coverages such as Property, Motor, Marine, Accident and Liability. Julieta P. Guanlao President Cynthia B. Nono Vice President - Bancassurance 4/F & 15/F China Bank Building 8745 Paseo de Roxas corner Villar St. Makati City 1226, Philippines Tel. Nos.: (632) 885-5055; 885-5053 885-5060; 885-5051; 885-5052 Fax No.: (632) 885-5047 Jacquelyn A. Yu Deputy Senior Manager Non-Life Insurance China Bank Properties and Computer Center, Inc. (CBPCCI ) was created on April 14,1982 to provide computer-related services solely to China Bank. It manages the Bank’s electronic banking and e-commerce requirements, including sourcing, developing and maintaining software and hardware, financial systems, access devices and networks to foster the safety and soundness of China Bank’s technology infrastructure and keep its processing capabilities in top shape. Gilbert U. Dee Chairman Phillip M. Tan General Manager Peter S. Dee President Augusto P. Samonte Vice President Editha N. Young Chief Technology Officer Ma. Cecilia R. Ignacio Joseph T. Yu Belinda P. Mendoza Ricardo R. Chua Cristina D. Cristobal Rosalito C. dela Cruz Director Senior Assistant Vice President Georgia Lourdes Melissa F. Maog Senior Managers William C. Whang Joseph Jeffrey B. Javier Ricardo F. Operiano Director/Treasurer Assistant Vice President Deputy Senior Manager Annual Report 2013 179 CHINA BANK PRODUCTS AND SERVICES DEPOSITS & RELATED SERVICES TRUST SERVICES PAYMENT & SETTLEMENT SERVICES Peso Deposits • Checking • Savings • Time Foreign Currency Deposits (US Dollar, Euro and Yuan) • Savings • Time Manager’s/Gift Check/Demand Draft Safety Deposit Box SSS Pension Accounts Payroll Servicing Facility Direct Deposit Facility for US Pensioner Night Depository Services Armored Car Deposit Pick-up Services Domestic Collections/Out-of-town Checks Corporate and Institutional Trust • Fund Management – Employee Benefit Planning – Retirement Plan – Provident/Savings Plan • Escrow Services • Collateral/Mortgage Trust • Loan Agency Services Wealth Management • Estate Planning • Living Trust • Life Insurance Trust • Investment Management Arrangement – Investment Advisory – Investment Agency Unit Investment Trust Funds • China Bank GS Fund • China Bank Dollar Fund • China Bank Money Market Fund • China Bank Balanced Fund • China Bank Equity Fund Electronic Banking Channels • China Bank Automated Teller Machine (ATM) • China Bank TellerPhone • China Bank Online Internet, Mobile Banking and Speed Banking • Cashless Shopping (POS) LOANS & CREDIT FACILITIES Corporate Loans and Commercial Loans Loan Syndication Factoring Receivables Special Lending Programs • BSP Rediscounting • Industrial Guarantee Loan Fund • Environmental Development Program • Sustainable Logistics Development • Industrial and Large Projects Guarantee Programs Consumer Loans • HomePlus Real Estate Loans • Contract to Sell Financing • AutoPlus Vehicle Loans INTERNATIONAL BANKING PRODUCTS & SERVICES Import and Export Financing Foreign and Domestic Commercial Letters of Credit Standby Letters of Credit Irrevocable Reimbursement Undertaking Collection of Clean and Documentary Bills Bank Guaranty (Shipside Bond) Purchase and Sale of Foreign Exchange Travel Funds Servicing of Foreign Loans and Investments Trade Inquiry Trust Receipt Facility Correspondent Banking Services INVESTMENT BANKING SERVICES Debt Financing • Bonds • Syndicated Loan • Corporate Loan Equity Financing • Initial Public Offering (Common Shares) • Follow on Offering (Common Shares) • Preferred Shares Project Finance Merger & Acquisition / Financial Advisory REMITTANCE SERVICES Foreign and Domestic Remittances • China Bank On-time Remittance • Overseas Kababayan Savings Account (OKS) Account 180 TREASURY SERVICES Peso-Denominated Instruments • Government and Corporate Bond Issues Dollar-Denominated Instruments • Government and Corporate Bond Issues Foreign Exchange • Spot, Forward, Swaps INSURANCE PRODUCTS Bancassurance • Life and Income Protection • Critical Illness with Life Cover • Endowment • Retirement • Education • Investment - Linked • Term Insurance Group Life Insurance Non-Life Insurance • Fire Insurance - Residential, Commercial & Trust Receipts • Motor Car Insurance • Aviation Insurance • Marine Insurance - Hull/Vessel and Cargo • Electronic Equipment Insurance • Liability Insurance - Comprehensive General Liability, Products, etc. • Directors and Officers Liability Insurance • Accident and Health – Medical Insurance - HMO – Personal Accident - Individual & Group – Travel Insurance Casualty - Money Insurance, Fidelity Guarantee, Property Floater • All Risks Insurance - Contractor’s All Risk (CAR) Insurance/Erector’s All Risk Insurance • Bonds (Judicial/Performance/Fidelity/ Surety, etc.) Specialized Insurance Programs CASH MANAGEMENT SOLUTIONS Delivery Channel China Bank Online Liquidity Management Account Balance & Transaction Reporting Sure Sweep Disbursements Check Write Plus (Outsourced) Check Write Plus (Software) BIR 2307 WHT Certificate Printing TRACC Accounting (Software) Corporate Inter-bank Fund Transfer (Corporate IBFT) TellerCard (ATM Payroll Crediting) ChinaPay (Payroll Software) Payroll Processing Government Facilities • BIR eFPS Online Tax Payments • SSSNet Monthly Contribution and Loan Repayment Facility • Philhealth Monthly Contribution Facility • Sickness / Maternity / Employees’ Compensation (SMEC) Automatic Credit Arrangement (ACA) Receivables Check Depot (Post-Dated Check Warehousing Service) Bills Pay Plus (Multi-Channel Bills Payment Services) BancNet Payment System • BancNet Debit POS • BancNet Bills Pay Online • BancNet Bills Pay ATM • BancNet eShopping Automatic Debit Arrangement (ADA) Bills Payment/Donations: e-Gov • BIR • Philhealth Cable TV Companies Credit Card Companies Government Institutions • SSS Contributions (SE, VM, NWS, OFW, FF) Insurance/Pre-need Companies Internet Companies Loan Companies Telecommunication Companies Utility Companies Schools Charitable Institutions Others ANNUAL STOCKHOLDERS’ MEETING May 8, 2014, Thursday, 4:00 p.m. Penthouse, China Bank Building 8745 Paseo de Roxas corner Villar Street Makati City 1226, Philippines SHAREHOLDER SERVICES For inquiries or concerns regarding dividend payments, account status, change of address or lost or damaged stock certificates, please get in touch with: Stocks and External Relations Office of the Corporate Secretary China Banking Corporation 11/F China Bank Building 8745 Paseo de Roxas corner Villar St. Makati City 1226, Philippines Contact persons: Atty. Leilani B. Elarmo Atty. Julius L. Danas Pamela D. Pablo We welcome letters or all such communications on matters pertaining to the management of the Bank, stockholders’ rights, or any other bankrelated issues of importance. Stockholders who wish to communicate with any or all of the members of the China Bank Board of Directors may send letters to: Atty. Corazon I. Morando Vice President and Corporate Secretary China Banking Corporation 11/F China Bank Building 8745 Paseo de Roxas corner Villar St. Makati City 1226, Philippines INVESTOR INQUIRIES China Bank welcomes inquiries from investors, analysts, and the financial community. For information about the developments at China Bank, please contact the Investor Relations Office: Tel. No.: (632) 885-5133 Fax No.: (632) 885-5135 Email: lbelarmo@chinabank.ph jldanas@chinabank.ph ocsstocks@chinabank.ph Alexander C. Escucha Senior Vice President and Head of Corporate Planning & Investor Relations China Banking Corporation 28/F BDO Equitable Tower 8751 Paseo de Roxas Makati City 1226, Philippines Tel. No.: (+632) 885-5601 Email: investor-relations@chinabank.ph Website: www.chinabank.ph Stock Transfer Service, Inc. Unit 34-D Rufino Pacific Tower 6784 Ayala Avenue Makati City 1226, Philippines Contact persons: Antonio M. Laviña Ricardo D. Regala, Jr. Tel. No.: (632) 403-2410; 403-2412; 403-9853 Fax No.: (632) 403-2414 Post-consumer Recovered Fiber The cover of this China Bank Annual Report is printed on Radiance New Evolution White 280gsm. Radiance is an uncoated felt-marked paper that captures the exrtraordinary printing definition and effects of a coated paper, certified by the Forest Stewardship Council (FSC) which promotes environmentally appropriate, socially beneficial, and economically viable management of the world’s forest. The main report is printed on Limited Edition Fine Smooth 90gsm, 30% Recycled waste and FSC certified fibres. Made carbon neutral, Limited Edition Fine Smooth is produced with the use of 100% wind-generated electricity. All pulps are made elemental chlorine free helping to reduce harmful by-products. The Financial Statement of this report is printed on FSC certified 9 Lives Recycled Offset 100% Recycled 80gsm that is made from 100% post consumer fiber. CHINA BANKING CORPORATION China Bank Building 8745 Paseo de Roxas corner Villar Street Makati City 1226, Philippines www.chinabank.ph