2013 Annual Report
Transcription
2013 Annual Report
COVER SHEET P W 1 0 5 S.E.C. Registration Number P H I L T R U S T P H I L I P P I N E B A N K T R U S T C OMP A N Y (Company's Full Name) UN I T E D S A N N A T I O N S MA R C E L I N O A VE NU E S T R E E T C O R NE R MA N I L A (Business Address: No. Street City / Town / Province) MARTIN B. ISIDRO 524-9061 Contact Person Company Telephone Number ANNUAL REPORT 1 2 Month 3 1 Day 1 7 - A 0 4 FORM TYPE Month Fiscal Year 2 9 Day Annual Meeting Secondary License Type, If Applicable CG F D Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic To be accomplished by SEC Personnel concerned File Number LCU Document I. D. Cashier STAMPS Foreign SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended : December 31, 2013 2. SEC Identification Number : PW-105 3. BIR Tax Identification Code : 4. Exact name of issuer as specified in its charter : Philtrust Bank (Philippine Trust Company) Province, Country of Incorporation : Manila, Philippines 5. 034-000-541-102 6. Industry Classification Code : ___________________ 7. Address of Principal Office : Philtrust Bank Building United Nations Avenue corner San Marcelino Street, Manila 8. Telephone Number (062) 524-90-61 9. Former name, former address, former fiscal year : 10. : Not applicable Securities registered pursuant to Sections 8 and 12 of the SRC: The Bank's securities are exempt from registration. 11. Are any or all of registrant's securities listed on a Stock Exchange? The Bank's 1,000,000,000 total outstanding common shares are listed in the Philippine Stock Exchange, Inc. (PSE). 1 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports)? Yes. (b) has been subject to such filing requirements for the past ninety (90) days? No. 13. State the aggregate value of the voting stock held by non-affiliates. Not applicable. 2 I. BUSINESS (A) Description of Business (1) Business Development Philtrust Bank, also known as Philippine Trust Company, was established on October 21, 1916 and will celebrate its 98th anniversary this year. It is the third oldest private commercial bank in the country. On June 5, 2007, the Bangko Sentral ng Pilipinas granted Philtrust Bank authority to operate as a universal bank. Throughout its 98 years in banking, Philtrust Bank has acquired a reputation for conservatism and reliability and has enjoyed the trust and confidence of the business community and the general public. With this policy as its guiding principle throughout its banking history, the Bank has grown steadily since its establishment. Philtrust Bank has been consistently rated as one of the most outstanding banks in the country for its liquid position. It has not borrowed or availed of any rediscounting facility from the Bangko Sentral ng Pilipinas or other banks, instead it has been a consistent lender to these institutions. The Bank has an authorized capital stock of Twenty Two Billion Pesos (P22 Billion) divided into Two Billion Two Hundred Million shares of the par value of Ten Pesos (P10.00) per share. As shown in its audited financial statements as of December 31, 2013, hereto attached as Annex “B1”, the Bank has a total assets of P120,953,500.00 and a total equity of P20,103,691,000.00, with paid-up capital of P10 Billion Pesos. Philtrust Bank Head Office is located at United Nations Avenue corner San Marcelino Street, Manila. Aside from the Head Office, the Bank has a network of fifty-six (56) branches including the Batangas City Branch located at Rizal Avenue corner P. Gomez Street, Batangas City, which opened on June 14, 2013. The Bank is still buying or leasing suitable locations in Metro Manila and in other key cities and provinces for opening of more branches to further augment its present network of 56 branches, 38 of which are located in Metro Manila while 18 are in the provinces, thereby making its market presence and service availability felt in major financial, commercial and population centers in the country. Greater emphasis is being given to regional operations and financing of priority industries relevant to the needs of the country’s growing economy. The Bank does not anticipate any material reclassification, merger, consolidation or purchase/sale of a significant amount of its assets outside the course of its business. 3 Philtrust Bank is one of the first few banks that listed and traded their shares in the then Manila Stock Exchange and Makati Stock Exchange, presently known as the Philippine Stock Exchange, Inc. (PSE). The Bank has registered a compounded annual growth rate of 15 to 16 percent since it officially listed its shares on February 17, 1988. Its 25th anniversary as a listed company was recognized in a fitting ceremony held at the PSE trading floor on February 26, 2013 attended by its Chairman and President Dr. Jaime C. Laya, Vice Chairmen Justice Josue N. Bellosillo and Basilio C. Yap, Director Dr. Johnny C. Yap and Director/Corporate Secretary Martin B. Isidro, and PSE Officers. (2) Business of Issuer The Bank offers domestic, international and trust services. Domestic services include checking accounts, savings accounts, time deposits, money market placements, business loans, transfer of funds and collections, remittances, securities investments and safety deposit boxes. International transactions involve commercial letters of credit, collections and remittances, foreign exchange, traveler’s checks and FCDU transactions. Trust operations include trust placement, investment management, estate administration/trustee of bond issues, savings and pension plan administration, insurance trust, and acting as escrow agent and stock registrar and transfer agent. On June 5, 2007, the Bangko Sentral ng Pilipinas granted the Bank authority to operate as a universal bank. The Securities and Exchange Commission approved the registration of the Bank’s Amended Articles of Incorporation, with powers among others, to engage in the business of expanded commercial banking as a universal bank, to carry on the business of a trust company, exercise the powers of investment houses as provided in pertinent laws and the power and authority to invest in the equity of allied and non-allied corporations, businesses or undertakings, and to perform such other acts and functions as may be permitted by law. The percentage of sales and net income contributed by foreign sales are as follows: Details Exchange Profits Net Income Percentage 2013 P127,211,779 P1,357,021,712 9.37 2012 P21,866,398 P1,711,030,777 1.28% 2011 P30,690,329 P2,021,634,000 1.52% The above-mentioned exchange profits/loss, net income and percentages represent the consolidated sales of US Dollars, a significant percentage of which were made to the Asian and European markets in that order. In order to achieve better market access, the Bank has put up thirty-eight (38) on-site Automated Teller Machines (ATM) distributed at its Head Office and branches and fifteen (15) off-site ATMs as of December 31, 2013. The full computerization of the Bank's fifty-six (56) branches will soon be in place. 4 These significant steps were taken by the Bank to serve the needs of its broadbased clientele. The Bank’s principal competitors are the other universal and commercial banks particularly those located within its vicinity. The Bank's guiding principle which through the years has enabled the Bank to effectively compete in the industry is principally anchored on conservatism, efficiency and personalized service to its clients thereby gaining their trust, confidence and continued patronage. It has proven to be an effective means of generating more business and of making the Bank a worthy participant in the financial community. The Bank's operations have never been dependent on transactions with related parties, or upon a single customer/client or a few customers/clients. No single customer/client or group of clients accounts for twenty percent (20%) or more of the bank’s business operations. Other than the licenses issued by the Bangko Sentral ng Pilipinas (BSP) and the Securities and Exchange Commission (SEC), the Bank's operations do not depend on any other patents, trademarks, copyrights, licenses, franchises, concessions or royalties. The Bank is not aware of any existing or probable governmental regulations which will have a material effect on its business. For the last three (3) fiscal years, the Bank has spent a minimal amount on research and development activities consisting mostly of attending seminars and conventions relevant to the banking industry. There was no matter submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended December 31, 2013. By year-end, manpower complement reached 718 consisting of 394 officers and 324 rank-and-file employees. The Bank continues to pursue manpower recruitment to effectively bring itself closer to clients by rendering efficient and prompt services. Within the ensuing twelve (12) months, based on the number of new branches that would be opened in 2014 and the previous years’ experience, the Bank anticipates manpower to increase by at least 50 personnel for a projected total of 768, consisting of 404 officers and 364 rank and file employees. A collective bargaining agreement (CBA) was signed on October 20, 2009 which covers the period from January 1, 2010 to December 31, 2014. Negotiations between the Union and the Management for a new CBA shall be undertaken within six (6) months prior to the expiration of the existing CBA. 5 The Bank maintains a plan for the retirement, death, disability and separation of all its regular employees. The plan is being funded by the contributions of the employees and the Bank. The Bank gives a percentual bonus or profit sharing equivalent to ten percent (10%) of the total yearly net profits of the Corporation before payment of income tax which is distributed as follows: 4% to employees; 4% to officers and 2% to directors as an incentive to them to help promote the business of the corporation. This is provided for in the By-Laws. Outstanding Warrants or Options The Bank has no information on any outstanding warrant or option held by its directors or officers. Major Risks As a conservatively managed institution, Bank Management believes that no potential risk could affect the Bank’s liquidity or profitability. In particular, the loan portfolio is sound and adequately secured. Available cash and assets, taking into account the maturity of Bank investments, are more than sufficient to meet client requirements and other possible needs. Risks from market, liquidity and credit considerations are constantly monitored by management and the Board of Directors. These are kept to a minimum with the establishment of prudent approval limits and careful day-to-day management to ensure compliance with established controls and procedures and that target performance levels are achieved and even exceeded. Approved policy and procedure are constantly reviewed and strengthened, involving legal, compliance, operations, operations/transactions processing, cash accountability or management, accounting and financial, settlement, systems and technology matters, with the aim of reducing to a minimum quantifiable and nonquantifiable risks. Bank experience and the best practices of other institutions are routinely evaluated as basis for improving the Bank’s risk management practices, including risk objectives, policies, controls and reports, and detailed procedures. 6 (B) Description of Property Based on records, not a single Bank-owned building or lot is subject to mortgage, lien or limitations on ownership or usage. The branch sites, whether owned or leased, are all in good condition. Please refer to Annex “D” for the Description of Bank Properties. For the ensuing year 2014 or the next twelve (12) months, the Bank intends to acquire by purchase or lease properties as future branch sites, located as follows: - (C) Tagum, Davao del Norte Quezon Avenue, Lucena City FTI, Taguig City Laguna Province Bayanan, Muntinlupa City Legal Proceedings Neither the Bank nor any of its properties is involved in any material legal proceeding. II. OPERATIONAL AND FINANCIAL INFORMATION (A) Market Price and Dividends on Registrant’s Common Equity and Related Stockholder Matters (1) Market Information The principal market of the Bank's equity is the Philippine Stock Exchange, Inc. (PSE), formerly the Manila and Makati Stock Exchanges when the Bank initially listed its shares on February 17, 1988. Presently, the Bank’s 1,000,000,000 total outstanding common shares are listed and traded in the PSE with a market price of P82.00 per share as of March 31, 2014. (a) Quarterly Sales Prices 2012 March 31 June 30 September 30 December 31 High P58.00 61.00 58.00 65.00 Low P58.00 61.00 58.00 65.00 2013 March 31 June 30 September 30 December 31 High P72.00 72.00 72.00 82.00 Low P72.00 72.00 72.00 82.00 7 (b) Shown below are the price information as of December 27, 2013 based on the market quotations published daily by the PSE. No further price change occurred thereafter. Open P82.00 (2) High P82.00 Low P82.00 Close P82.00 Prev. Close P82.00 Holders The Bank has an authorized capital stock of P22 Billion consisting entirely of 2.2 Billion common shares with the par value of P10.00 per share. Paid-up capital stands at P10 Billion. As of March 31, 2014, there are 79 holders of the Bank’s 1,000,000,000 outstanding shares, all of which are listed in the Philippine Stock Exchange. The Top Twenty Stockholders as of March 31, 2014 are as follows: TOTAL Citizenship NUMBER OF SHARES PAID-UP* 1 PHILTRUST REALTY CORPORATION Filipino 269,000,014 2 U.S. AUTOMOTIVE CO., INC. Filipino 208,852,159 3 SEABREEZE ENTERPRISES, INC. Filipino 194,746,709 4 ORIENT ENTERPRISES, INC. Filipino 184,783,230 5 PIONEER INSURANCE & SURETY CORP. Filipino 70,950,694 6 MARKET SOURCE CORPORATION Filipino 20,027,690 7 PCD NOMINEE CORPORATION Filipino 19,019,161 8 PIONEER LIFE, INC. Filipino 8,031,881 9 GAW, ROSALINDA Y. Filipino 6,946,221 10 TAN, TEODORA D. Filipino 4,321,814 11 PIONEER INTERCONTINENTAL Filipino 2,697,384 INSURANCE CORPORATION 12 PIONEER INSURANCE CO. RETIREMENT Filipino 1,411,116 PLAN 13 YAP, BASILIO C. Filipino 1,369,722 14 AWAD,YVONNE American 756,667 15 GO, CARLOS S. Filipino 683,352 16 GO, ENRIQUE S. Filipino 683,352 17 GO, EUSEBIO S. Filipino 683,352 18 GO, VICTORIANO S. Filipino 683,352 19 CU, MIRIAM C. Filipino 548,881 20 GO, ARTURO S. Filipino 536,920 NAME OF STOCKHOLDER *All common shares 8 % 26.9000 20.8852 19.4747 18.4783 7.0951 2.0028 1.9019 0.8032 0.6946 0.4322 0.2697 0.1411 0.1370 0.0756 0.0683 0.0683 0.0683 0.0683 0.0549 0.0537 (3) Dividends The Stockholders of the Bank, at their annual meeting held on April 26, 2011, approved, confirmed and ratified the declaration by the Board of Directors on April 26, 2011 of stock dividend of Three Billion Three Hundred Eighty Three Million Pesos (P3,383,000,000.00) worth of shares (approximately 51.126%) out of the surplus profit of the Bank as of March 31, 2011, thereby increasing the paid-up capital from Six Billion Six Hundred Seventeen Million Pesos (P6,617,000,000.00) to Ten Billion Pesos (P10,000,000,000.00). The Bangko Sentral ng Pilipinas (BSP) approved on June 30, 2011 the foregoing stock dividend declaration and the Bank scheduled the payment date on August 10, 2011. On July 29, 2011, the Philippine Stock Exchange, Inc. (PSE) approved to additionally list on August 10, 2011 the 338,300,000 common shares, with a par value of P10.00 per share, to cover the 51.125887865% stock dividend declaration to stockholders of record as of July 18, 2011. There are no restrictions that would limit the ability of the Bank to pay dividends on its common shares or likely to do so in the future. (4) Recent Sales of Securities Date 02-20-13 Title Amount To Whom Sold Terms Common P68,000.00 Chief Justice (1,000 shares @ P68.00/sh. Hilario G. Cash Davide, Jr. No other sale of securities was entered in the Bank’s stock and transfer book after February 20, 2013 Recent issuance of securities constituting exempt transactions cover the stock dividend declaration in April 2011 and the full payment of the balance of subscription the issuance and listing of which was approved by the PSE in April 2012. 9 III. FINANCIAL INFORMATION (A) Management's Discussion and Analysis or Plan of Operation Please refer to Annexes “C1”, “C2” and “C3”. (B) Financial Statements Please refer to Annexes “B” and “B1” (C) Changes in and disagreement with accountants on accounting and financial disclosure The stockholders approved the appointment of Mercado, Calderon, Jaravata & Co. (MCJC) as the Bank’s external auditor for the year 2013 during their annual meeting held last April 30, 2013. At their Special Meeting held on March 18, 2014, the stockholders approved the revocation of the said appointment of MCJC because its application for the renewal of its accreditation is still pending with the Bangko Sentral ng Pilipinas. In its place, the stockholders approved the appointment of Maceda, Valencia & Co. (formerly Maceda, Farnacio & Co.), a BSP-accredited external auditor as the Bank’s external auditor for 2013, to see to the completion of the Bank’s Audited Financial Statements on time for the Bank’s annual meeting in April and their timely submission to tax authorities and the regulatory agencies concerned. Representatives of Maceda Valencia & Co. are expected to be present at the stockholders’ meeting to respond to appropriate questions and to make a statement, if they so desire, regarding the 2013 financial statements. The address of the Bank’s external auditor is as follows: Maceda Valencia & Co. Certified Public Accountants and Management Consultants Suite 705 Midland Mansions 839 A- Arnaiz Avenue, Makati City. Information on Independent Accountant The aggregate fees billed for professional services rendered by the Bank’s former external auditor MCJC for the audit of the Bank’s annual financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements are as follows: 10 MERCADO CALDERON JARAVATA & CO. SCHEDULE OF EXTERNAL AUDIT FEES AND SERVICES 2011 P588,000.00 Audit and Audit-Related Fees (Retainer fees and audit engagement fees) - Tax Fees All Other Fees (Reimbursements of various audit-related expenses) Total 2012 P 694,400.00 2013* P 336,000.00 - 410,618.07 351,841.81 8,400.00 P998,618.07 P1,046,241.81 P 344,400.00 *Excluding fees to be charged by Maceda Valencia & Co. The scope of services to be rendered by it as well as the fees to be charged therefor were previously considered and approved by the Board’s Audit Committee composed of the following Directors, to wit: Mr. Ernesto O. Chan Dr. Jaime C. Laya Congressman Tomas V. Apacible - Chairman (Independent Director) Member Member (Independent Director) Mr. Ernesto O. Chan, an independent director, is the Chairman of the Board’s Audit Committee as required under SEC Circular No. 6, Series of 2004. The Chairman and members of the said Committee attended the last two (2) Annual Meetings of the Stockholders. Audit Committee’s Approval Policies and Procedures on Dealings with External Auditors The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities for (1) the integrity of the company’s financial statements, (2) the company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the company’s internal audit function and independent auditors. It shall have the authority to conduct or authorize investigations into any matter within its scope of responsibility, to wit: 1. Appoint, compensate, and oversee the work of the public accounting firm employed by the organization to conduct the annual audit. This firm will report directly to the audit committee. 2. Resolve any disagreement between management and the auditor regarding financial reporting. 11 3. Pre-approve all auditing and permit non-audit services performed by the company’s external audit firm. 4. Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation. 5. Seek any information it requires from employees – all of whom are directed to cooperate with the committee’s requests – or external parties. 6. Meet with company officers, external auditors, or outside counsel, as necessary. 7. The committee may delegate authority to subcommittees, including the authority to pre-approve all auditing and permit no-audit services, provided that such decisions are presented to the full committee at its next scheduled meeting. IV. (A) MANAGEMENT AND CERTAIN SECURITY HOLDERS Directors and Executive Officers as of December 31, 2013: (1) Hereunder are the Directors of the Bank who were elected during the Annual Stockholders’ Meeting held on April 30, 2013, to wit: Name Dr. Emilio T. Yap 1. Dr. Jaime C. Laya 2. Senior Justice Josue N. Bellosillo (Ret.) 3. Basilio C. Yap 4. Ernesto O. Chan 5. Tomas V. Apacible 6. Chief Justice Hilario G. Davide, Jr. (Ret.) 7. Dr. Emilio C. Yap III 8. Jose M. Fernandez 9. Dr. Johnny C. Yap 10. Miriam C. Cu 11. Mariano L. Crisostomo Position Age Citizenship Chairman Emeritus Chairman Vice Chairman Vice Chairman Independent Director Independent Director Independent Director Director Director Director Director Director 88 75 80 64 67 68 78 42 71 41 55 85 Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Dr. Emilio T. Yap passed away on April 7, 2014 after having served the Bank as Chairman of the Board of Directors for twenty-five (25) years or from October 17, 1978 up to October 28, 2003 when he was elevated to the honorary position of Chairman Emeritus. Six of the eleven Directors have served the Bank for less than five (5) years. Independent Directors Davide and Apacible were elected on April 30, 2013 and April 27, 2010, respectively, Vice-Chairman Senior Justice Josue N. Bellosillo and Directors Dr. Emilio C. Yap III and Ms. Miriam C. Cu were elected on April 28, 2009, and Dr. Johnny C. Yap was elected on April 25, 2012. All the other directors have been directors of the Bank for more than five (5) years. 12 The Bank’s incumbent Independent Directors, Chief Justice Hilario G. Davide, Jr. (Ret.), Tomas V. Apacible and Ernesto O. Chan possess all the qualifications and none of the disqualifications under SRC Rule 38. The Bank has adopted the SRC Rule 38 (Requirements on Nomination and Election of Independent Directors) and compliance therewith has been made. No one of the Bank’s three (3) independent directors had served the Bank as independent director for more than five (5) consecutive years counted from January 2, 2012 in compliance with SEC Memorandum Circular No. 9, Series of 2011. Senior Justice Josue N. Bellosillo nominated them to the said positions as recommended by the Board’s Nomination, Election and Compensation Committee. Senior Justice Bellosillo is not related to any of them. Pursuant to the SEC Notice dated October 20, 2006, the Certifications on the Qualification of Independent Directors Apacible, Chan and Davide are hereto attached as Annexes “A1”, “A2” and “A3”. Please refer to Annex “A” for a more detailed business experience of the Bank’s incumbent directors. No one of the incumbent directors currently holds government position. At the Organizational Meeting of the Board held on May 28, 2013, the following corporate/executive officers were elected for the year 2013-2014 and until their successors are duly elected and qualified, to wit: Name 1. Dr. Jaime C. Laya 2. 3. 4. 5. 6. Position Chairman of the Board and President (Former Chairman, Monetary Board and Governor, Central Bank of the Philippines) Senior Justice Josue N. Vice Chairman of the Board and Corporate Counsel Bellosillo (Ret.) (Former Senior Justice of the Supreme Court) Vice Chairman of the Board Basilio C. Yap Atty. Martin B. Isidro Senior Vice President, Corporate Secretary and Asst. Corporate Counsel (Former Congressman, Vice Mayor, and Councilor of the City of Manila) Paterno C. Bacani, Jr. Executive Vice President Executive Vice President Virginia S. Choa-Shi 13 Age 75 Citizenship Filipino 80 Filipino 64 84 Filipino Filipino 63 58 Filipino Filipino Except for former Supreme Court Senior Justice Josue N. Bellosillo (Ret.), all the above officers have been corporate/executive officers of the Bank for more than five (5) years. No one of the above officers has any substantial interest, direct or indirect, in any matter to be acted upon by the stockholders. No one of the incumbent officers currently holds government position. At the said Organizational Meeting, the Chairman and Members of the different Board and Management Committees were elected for a term of one (1) year effective June 3, 2013 and until their successors are duly elected and qualified. The Board’s Nomination, Election and Compensation Committee is composed of the following: Senior Justice Josue N. Bellosillo (Ret.) Basilio C. Yap Ernesto O. Chan - Chairman Member Member (Independent Director) The Chairman and members of the said Committee attended the last two (2) Annual Meetings of the Stockholders. For the ensuing year, the nominees for the position of the eleven (11) Directors of the Bank were likewise formally nominated to and endorsed by the Nomination and Election Committee of the Board of Directors. In compliance with the requirements of the Bangko Sentral ng Pilipinas on the minimun number of independent directors, Senior Justice Josue N. Bellosillo (Ret.), Chairman of the said Committee, nominated three (3) independent directors, namely: Ernesto O. Chan, Tomas V. Apacible and former Chief Justice Hilario G. Davide, Jr. All of them possess all the qualifications and none of the disqualifications for an independent director as required under SRC Rule 38. Chief Justice Davide currently serves as an independent director of the Manila Bulletin Publishing Corporation. Senior Justice Bellosillo is not related to any of the nominees for the positions of independent directors. The said Committee, in approving the nomination of the independent directors, has likewise taken into consideration, adopted and complied with the guidelines and procedures prescribed under SRC Rule 38 (Requirements on Nomination and Election of Independent Directors). 14 No one of the nominees for independent director had served the Bank as independent director for more than five (5) consecutive years counted from January 2, 2012 in compliance with SEC Memorandum Circular No. 9, Series of 2011. Hereunder are the nominees for the positions of the eleven (11) Directors of the Bank for the ensuing year 2014-2015, with no one of them declining his/her nomination: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Dr. Jaime C. Laya Senior Justice Josue N. Bellosillo (Ret.) Basilio C. Yap Chief Justice Hilario G. Davide, Jr. (Ret.), Independent Director Ernesto O. Chan, Independent Director Tomas V. Apacible, Independent Director Dr. Emilio C. Yap III Jose M. Fernandez Miriam C. Cu Dr. Johnny C. Yap Atty. Martin B. Isidro Please refer to Annex “A”, hereto attached, for the age, citizenship, qualifications and business affiliations of the above nominees, and to Annexes “A1”, “A2” and “A3” for the Certifications on the Qualification of Independent Directors Ernesto O. Chan, Tomas V. Apacible and Chief Justice Hilario G. Davide, Jr. pursuant to the SEC Notice dated October 20, 2006. No one of the above nominees has any substantial interest, direct or indirect, in any matter to be acted upon by the stockholders other than their election as directors of the Bank. No one of the above nominees currently holds government position. The Bank’s corporate and executive officers for the ensuing year 2014-2015 will be elected by the Board of Directors in its organizational meeting to be held on a later date. The incumbent officers are expected to be re-elected/re-appointed to their respective positions with no one signifying his intention to decline the same. Please refer to Annex “A”, hereto attached, for the age, citizenship and qualifications of the following incumbent corporate and executive officers of the Bank: 15 1. Dr. Jaime C. Laya - Chairman of the Board and President 2. Senior Justice Josue N. Bellosillo (Ret.) - Vice Chairman of the Board and Corporate Counsel 3. Basilio C. Yap - Vice Chairman of the Board 4. Atty. Martin B. Isidro - Senior Vice President, Corporate Secretary and Asst. Corporate Counsel 5. Paterno C. Bacani, Jr. - Executive Vice President 6. Virginia S. Choa-Shi - Executive Vice President Except for Senior Justice Bellosillo, all the above officers have been corporate/executive officers of the Bank for more than five (5) years. Significant Employees The Bank does not expect a significant contribution to its business from employees who are not its corporate or executive officers. Family Relations Directors Dr. Emilio C. Yap III and Dr. Johnny C. Yap are nephews of ViceChairman Basilio C. Yap. Involvement in Certain Legal Proceedings The Bank has no knowledge that any of its directors and/or executive officers is a party to, or any of their properties is subject of, a pending material legal proceeding which occurred within the past 5 years. 16 (B) Executive Compensation Summary of Compensation Name/Principal Position Dr. Jaime C. Laya* Chairman of the Board and President Year Salary Bonus Others 2014**** 4,800,000.00 1,600,000.00 4,800,000.00 2013 4,620,000.00 1,492,666.67 5,691,260.74 2012 4,852,027.65 1,323,071.04 9,032,782.85 2014**** 280,000,000.00 97,000,000.00 143,500,000.00 2013 250,887,352.74 89,688,529.68 150,968,823.90 2012 226,585,213.30 83,274,681.70 164,601,541.72 Antonio H. Ozaeta** Director/President Ciriaco M. Dator*** EVP / Compliance Officer Virginia S. Choa-Shi Executive Vice President Paterno C. Bacani, Jr. Executive Vice President All Directors and Officers As a group The next highest paid executive officers are senior vice presidents. Each Director receives a per diem of P10,000.00 for his attendance in every Board meeting. The Directors who are members of the Executive Committee receive an additional per diem of P5,000.00 each for their attendance in Committee meeting. Aside from their per diems and the allocated profit-sharing as provided for in the By-Laws, there is no other standard arrangement that would directly or indirectly compensate the Bank’s Directors. _____________________________ *Elected President effective April 25, 2012, concurrently Chairman of the Board. **Retired as Director/President effective April 24, 2012. ***Retired effective May 31, 2013. ****Estimated Compensation. 17 (C) Security Ownership of Certain Record and Beneficial Owners and Management as of March 31, 2014: Title of Class Name, Address of Record Owner and Relationship to Issuer Name of Beneficial Owner and Relationship to Record Owner Citizenship Common Shares Philtrust Realty Corp. U.S. Automotive Co., Inc. P.O. Box 1848, Manila Major Stockholder Filipino major stockholder Petronila M. Pasimanero Authorized Representative Common Shares U.S. Automotive Co., Inc. P.O. Box 3399, Manila major stockholder Emilio T. Yap Major Stockholder Filipino No. of Shares Held Percent 269,000,014 26.9000% 208,852,159 20.8852% Basilio C. Yap Authorized Representative Common Shares Seabreeze Enterprises, Basilio C. Yap Inc. Nena Cheng Yap Filipino P.O. Box 4279, Manila Major Stockholders major stockholder Purificacion M. Cipriano Authorized Representative Common Shares Orient Enterprises, Inc. Rosalinda Y. Gaw P.O. Box 3435, Miriam C. Cu Filipino Manila Major Stockholders major stockholder Francis Y. Gaw Authorized Representative Common Shares Pioneer Insurance & Surety Corporation P.O. Box 1437 MCC, Makati major stockholder Pioneer Inc. Major Stockholder Filipino Ernesto O. Chan Authorized Representative *The issuer, Philtrust Bank, does not have any subsidiary or parent company. 18 194,746,709 19.4747% 184,783,230 18.4783% 70,950,694 7.0951% (2) Security Ownership of Management as of March 31, 2014: DIRECTORS Title of Class Name of Beneficial Owner Common Shares Common Shares 1. Dr. Jaime C. Laya (Chairman and President) 2. Sr. Justice Josue N. Bellosillo (Ret.) (Vice Chairman and Corporate Counsel) 3. Basilio C. Yap (Vice Chairman) 4. Ernesto O. Chan (Independent Director) 5. Tomas V. Apacible (Independent Director) 6. Chief Justice Hilario G. Davide, Jr. (Ret.) (Independent Director) 7. Dr. Emilio C. Yap III Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares 8. Jose M. Fernandez (Senior Vice President) 9. Dr. Johnny C. Yap 10. Miriam C. Cu (Senior Vice President) 11. Mariano L. Crisostomo (Senior Vice President) Amount and Nature of Beneficial Ownership 333,250 Direct Citizenship Percent of Class Filipino 0.0033% 15,120 Direct Filipino 0.0002% 13,697,220 Direct Filipino 0.1370% 175,660 Direct Filipino 0.0018% 15,120 Direct Filipino 0.0002% 10,000 Direct Filipino 0.0001% 1,086,240 Direct Filipino 0.0109% 4,400 Direct Filipino 0.0000% 20,000 Direct Filipino 0.0002% 5,488,810 Direct Filipino 0.0549% 5,050 Direct Filipino 0.0000% OFFICERS Title of Class Common Shares Common Shares Name of Beneficial Owner Amount of Beneficial Ownership Atty. Martin B. Isidro (Senior Vice President Corporate Secretary and Asst. Corp. Counsel) Virginia S. Choa-Shi (Executive Vice President) P3,202,090 Direct P5,050 19 Direct Citizenship Percent of Class Filipino 0.0320% Filipino 0.0000% DIRECTORS AND OFFICERS AS A GROUP Common Shares P24,058,010.00 0.2406% Voting Trust Holders of 5% or more The Bank has no voting trust holders. Change in control since the beginning of the last fiscal year No change in control has occurred since January 1, 2013. (D) Certain Relationships and Related Transactions The Bank does not have a parent company or subsidiary and does not have any transaction with promoters. The Bank had not undertaken any transaction during the last two (2) years involving directly the material interest of any director, executive officer or stockholder owning ten percent (10%) or more of total issued and outstanding shares, and members of their immediate family. The Bank, however, had transactions with related parties. As defined in the Notes to Financial Statements included in the Audited Financial Statements hereto attached as Annex “B1”, parties are considered related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The Bank’s transactions with related parties such as deposit-taking, investments and lease of properties, were made in the ordinary course of business and on substantially the 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 condition. They were duly approved by the Board of Directors and where applicable, reported to the Bangko Sentral ng Pilipinas. 20 Annex “A” BUSINESS EXPERIENCE OF DIRECTORS AND OFFICERS (As of April 8, 2014) Name Address Title Corporation/Affiliation* 1. Dr. Jaime C. Laya 75 years old Filipino 11 Panay Avenue Quezon City Chairman and President Former Governor Former Chairman Philtrust Bank Central Bank of the Philippines, 1981- 1984 Monetary Board, Central Bank of the Philippines, 1981-1984 Don Norberto Ty Foundation, Inc. Chairman 2. Senior Justice Josue N. Bellosillo (Ret.) 80 years old Filipino 13 Doña Ines, Alabang Hills Village, Muntinlupa City Director Philippine Ratings Services Corporation Philippine AXA Life Insurance Co., Inc. GMA Network, Inc. and GMA Holdings, Inc. Ayala Land, Inc., 2010-present Calata Corporation, 2011-present Philippines-Mexico Business Council Manila Polo Club, Inc. Trustee Cultural Center of the Philippines, 2010-present Cofradia de la Inmaculada Concepcion Heart Foundation of the Philippines, Inc. Opera Guild of the Philippines CIBI Foundation, Inc. St. Paul’s University-Quezon City Fundacion Santiago, Inc. Metropolitan Museum of Manila De La Salle University-Taft Yuchengco Museum Society for Cultural Enrichment, Inc., 2010-present Vice Chairman Corporate Counsel Dean Philtrust Bank (April 28, 2009-Present) Philtrust Bank (May 26, 2009-Present) Centro Escolar University-School of Law and Jurisprudence Supreme Court of the Philippines Former Senior Justice *Current positions held for more than five (5) years unless otherwise indicated 1 Profession/Occupation Ph.D. - Financial Management CPA Lawyer Name Address Title Corporation/Affiliation* 3. Basilio C. Yap 64 years old Filipino 1000 United Nations Ave. Manila 4. Ernesto O. Chan 67 years old Filipino 60 Dapitan Street Quezon City 5. Tomas V. Apacible 68 years old Filipino 20 Lily corner Camia St. Valle Verde II Pasig City Vice Chairman Chairman Chairman and President Chairman and President Chairman and President Chairman and President Chairman and President Independent Director Chairman/Treasurer/SVP Chairman Director Director Director/Treasurer Director/Treasurer Independent Director Former Congressman Board of Advisers Fellow Philtrust Bank Seabreeze Enterprises, Inc. U.S. Automotive Co., Inc. Philtrust Realty Corporation Usautoco, Inc. Manila Prince Hotel Corp. Cocusphil Development Corporation Philtrust Bank Pioneer Insurance and Surety Corp. Pioneer Intercontinental Insurance Corp. Pioneer Asia Insurance Corporation Pioneer Life, Inc. Bancasia Financial and Investment Corp. Bancasia Capital Corp. Philtrust Bank (April 27, 2010 – Present) Batangas, First District (June 2010 – June 2013) Philippine Cancer Society Institute of Corporate Directors 6. Chief Justice Hilario G. Davide, Jr. (Ret.) 78 years old Filipino 2 H.C. Moncado Street BF Homes, Quezon City Independent Director Independent Director/ Vice Chairman Member Former Chief Justice Chairman/ Board of Trustee Chairman/Board of Trustee Trustee Philtrust Bank (April 30, 2013-Present) Trustee Incorporator/Director *Current positions held for more than five (5) years unless otherwise indicated Profession/Occupation MBA / CPA Business Executive MBA Lawyer Manila Bulletin Publishing Corporation (2011-Present) Knights of Rizal – Council of Elders (2008-Present) Supreme Court of the Philippines Knights of Columbus Fraternal Association of the Philippines, Inc. (KCFAPI) Chief Justice Claudio Teehankee Memorial Foundation, Inc. Knights of Columbus Fr. George J. Willman, SJ Charities, Inc. Knights of Columbus of the Philippines Foundation, Inc. Kompass Credit and Financing Corporation (registration still pending with SEC) 2 Profession/Occupation Business Executive Doctor of Philosophy in Journalism Honoris Causa Doctor of Philosophy in Business Administration Honoris Causa Name Address Title Corporation/Affiliation* 7. Dr. Emilio C. Yap III 42 years old Filipino United Nations Avenue corner San Marcelino St. Manila Director Director/EVP Chairman Director Director Director/VP Director/Asst. Treasurer/ Asst. Corp. Sec. Director/Vice President Director Director Senior Vice President Chief Risk Officer Philtrust Bank (April 28, 2009-Present) Manila Bulletin Publishing Corporation Manila Prime Land Holdings, Inc. Manila Hotel Corporation (April 29, 2009-Present) Centro Escolar University (September 1, 2009-Present) U.S. Automotive Co., Inc. Director Director/CFO Director/CFO Director/CFO Director/CFO Chairman Director Director Senior Vice President Director Vice President Vice President Director Director Senior Vice President Philtrust Bank (April 25, 2012-Present) Euro-Med Laboratories, Philippines Centro Escolar University Manila Prime Land Holdings, Inc. Maynila Properties & Management Inc. Café France Cocusphil Development Corporation Philtrust Bank (April 28, 2009-Present) Philtrust Bank Orient Enterprises, Inc. Brightworld Int’l Trading, Inc. Seabreeze Enterprises, Inc. Cu Unjieng Realty, Inc. Philtrust Bank Philtrust Bank Business Executive Doctor of Humanitites Honoris Causa Corporate Secretary Asst. Corporate Counsel Corp. Information Officer Senior Vice President Director Vice President Former Congressman, Vice-Mayor, and Councilor Philtrust Bank Philtrust Bank Philtrust Bank Philtrust Bank Philtrust Bank (December 1, 2003 – April 30, 2013) Philtrust Bank (January 2, 2002 – July 1, 2007) Lawyer 8. Jose M. Fernandez 71 years old Filipino 36 Leo St., Veraville Homes I, Almanza Las Piñas 9. Dr. Johnny C. Yap 41 years old Filipino 1020 United Nations Ave. Manila 10. Miriam C. Cu 55 years old Filipino 36 4th Street Quezon City 11. Mariano L. Crisostomo 85 years old Filipino No. 5 New Saint Francis Subd., Jai Alai St. Cainta, Rizal Atty. Martin B. Isidro 83 years old Filipino 1513 Velasquez, Tondo Manila *Current positions held for more than five (5) years unless otherwise indicated Usautoco, Inc. Philtrust Realty Corporation Cocusphil Development Corporation Philtrust Bank Philtrust Bank Philtrust Bank City of Manila 3 CPA/MBA CPA Banker Name Address Virginia S. Choa-Shi 58 years old Filipino Paterno C. Bacani, Jr. 63years old Filipino Title Corporation/Affiliation* Profession/Occupation 89-E Circumferential Road Executive Vice President Araneta Vill., Malabon Philtrust Bank Banker 10 Dama De Noche St. Tahanan Village Parañaque City Philtrust Bank RTG & Company, Inc. Banker Executive Vice President Director *Current positions held for more than five (5) years unless otherwise indicated 4 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 1. Reporting Entity Philtrust Bank (Philippine Trust Company) (the “Bank”) is one of the oldest private commercial banks in the Philippines. Founded on October 21, 1916, its history parallels the growth of the Philippine banking system. Philtrust was conferred full universal bank status on June 5, 2007. Its principal activities are commercial and investment banking. It offers domestic, international and trust services. Its domestic services are: savings, checking and time deposits, money market placements, business loans, remittances, fund transfer, safety deposit services and securities investments. International transactions include: travelers cheque, foreign exchange, Foreign Currency Deposit Unit (FCDU) transactions, commercial letters of credit, international remittances and collections through a network of 57 local branches. In order to achieve better market access, the Bank has put up 52 automated teller machines (ATMs): 37 on-site distributed at its head office and branches and 15 off-site as at December 31, 2013. The Bank also provides investments management, estate administration, escrow services, administration of savings, insurance and pension plans, stock registry and transfer services. The Bank’s principal office is located at 1000 United Nation Avenue corner San Marcelino St., Manila. It has 718 employees as at December 31, 2013 (2012 - 704 employees) These financial statements were approved and authorized for issuance by the Board of Directors (BOD) on March 31, 2014. 2. Basis of Preparation Statement of Compliance The financial statements of the Bank have been prepared in accordance with Philippine Financial Reporting Standards (PFRS), which includes all applicable PFRS, Philippine Accounting Standards (PAS), and interpretations issued by the Philippine Interpretations Committee (PIC), Standing Interpretations Committee (SIC), and International Financial Reporting Interpretations Committee (IFRIC), as approved by the Financial Reporting Standards Council (FRSC) and adopted by the SEC. Basis of Measurement These financial statements reflect the accounts of the Regular Banking Unit (RBU) and FCDU maintained in their respective books after eliminating all inter-unit accounts. These have been prepared under the historical cost convention, as modified by the revaluation of available-forsale (AFS) investments. Functional and Presentation Currency These financial statements are presented in Philippine peso, which is the functional and presentation currency of the Bank. The books of accounts of the RBU are maintained in Philippine peso while those of the FCDU are maintained in United States Dollar (USD) (see Note 3, Foreign Currency Transactions). All values are rounded off to the nearest thousands, except as otherwise indicated. Presentation of Financial Statements The Bank presents its statement of financial position broadly in order of liquidity. PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Use of Estimates and Judgments The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are in Note 4. 3. Significant Accounting Policies Adoption of New and Revised Standards, Amendments to Standards and Interpretations The Financial Reporting Standards Council approved the adoption of new and revised standards, amendments to standards, and interpretations issued by the PIC and IFRIC as part of PFRS. New and Revised Standard, Amendments to Standards and Interpretation adopted in 2013. The following standards have been adopted by the Bank effective January 1, 2013 and have a material impact on the Bank: PAS 1 (Amendment), Financial Statement Presentation - Other Comprehensive Income . The main change resulting from these amendments is a requirement for entities to group items presented in other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The required change in presentation has been effected in the statement of income. PAS 19 (Revised), Employee Benefits. These amendments eliminate the corridor approach and calculate finance costs on a net funding basis. They would also require recognition of all actuarial gains and losses in other comprehensive income as they occur and of all past service costs in profit or loss. The amendments replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability (asset). See Note 28 for the impact of the adoption in the financial statements. PIC Q&A No. 2013-03 PAS 19 - Accounting for Employee Benefits under a Defined Contribution Plan subject to Requirements of Republic Act (RA) 7641, The Philippine Retirement Law. The Q&A seeks to provide guidance in accounting for post-employment benefits for an entity which has opted to provide a defined contribution plan as its only post-employment benefit plan despite the minimum retirement benefits required to be provided to employees under RA 7641. PFRS 7 (Amendment), Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities. This amendment includes new disclosures to facilitate comparison between those entities that prepare PFRS financial statements to those that prepare financial statements in accordance with US GAAP. -2- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS PFRS 13, Fair Value Measurement. This new standard aims to improve consistency and reduce complexity by providing a clarified definition of fair value and a single source of fair value measurement and disclosure requirements for use across PFRS. The requirements, which are largely aligned with IFRS and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within PFRS. 2011 Annual Improvements. These annual improvements, address six issues in the 2009- 2011 reporting cycle. It includes changes to: - PAS 1 (Amendment), Presentation of Financial Statements and consequential amendment to PFRS 1, First-time Adoption of PFRS. The amendment clarifies the disclosure requirements for comparative information when an entity provides a third balance sheet either: (i) as required by PAS 8, Accounting Policies, Changes in Accounting Estimates and Errors; or (ii) voluntarily. - PAS 32 (Amendment), Financial Instruments: Presentation. The amendment clarifies the treatment of income tax relating to distributions and transaction costs. - PAS 34 (Amendment), Interim Financial Reporting. The amendment clarifies the disclosure requirements for segment assets and liabilities in interim financial statements. New and Revised Standards and Amendments to Standards Not Yet Adopted The following new and revised standards and amendments to standards which are not yet effective for the year ended December 31, 2013 and have not been applied in preparing the financial statements Effective January 1, 2014: PAS 32 (Amendment), Financial Instruments: Presentation - Asset and Liability Offsetting (effective January 1, 2014). These amendments are to the application guidance in PAS 32, ‘Financial Instruments: Presentation’, and clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. Effective January 1, 2015: PFRS 9, Financial Instruments. This new standard addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the parts of PAS 39, Financial Instruments: Recognition and Measurement that relate to the classification and measurement of financial instruments, and hedge accounting. PFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortized cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the PAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, part of the fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than profit or loss, unless this creates an accounting mismatch. PFRS also details the changes in requirements to hedge accounting that will allow entities to better reflect their risk management activities in the financial statements. -3- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Except for the amendments to PAS 1, Revised PAS 19 and PIC Q&A No. 2013-03, the adoption of the above new and revised standards, amendments to standards and interpretation in 2013 did not have any other material effect on the Bank’s financial statements. The impact of the adoption of Revised PAS 19 and PIC Q&A No. 2013-03 resulted to retrospective restatements, as discussed in Note 27. The Bank is yet to assess the full impact of PFRS 9 and intends to adopt the new standard upon completion of the International Accounting Standards Board (IASB) project. Likewise, the Bank will consider the impact of the remaining phases of the PFRS 9 when issued. The accounting policies set out below have been applied consistently to all periods presented in the financial statements. Foreign Currency Transactions and Translations The books of accounts of the RBU are maintained in Philippine peso, while those of the FCDU are maintained in USD. For financial reporting purposes, the monetary assets and liabilities of the FCDU and the foreign currency-denominated monetary assets and liabilities in the RBU are translated in Philippine peso based on the Philippine Dealing System (PDS) closing rate prevailing at the statement of financial position date. Foreign currency denominated income and expenses are translated at the prevailing exchange rate at the date of transaction. Foreign exchange differences arising from revaluation and translation of foreign currency-denominated assets and liabilities of the RBU are credited or charged against operation in the period in which the rates change. Non-monetary items that are measured in terms of historical cost are translated using the exchange rates as the dates of 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. Cash and Cash Equivalents Cash and cash equivalents include notes and coins on hand, amounts due from Bangko Sentral ng Pilipinas (BSP) and other banks and securities held under agreements to sell that are convertible to known amounts of cash, with original maturities of three months or less from dates of placements and that are subject to an insignificant risk of changes in value, and are used by the Bank in the management of its short-term commitments. Financial Instruments Date of recognition Financial instruments are recognized in the statement of financial position when the Bank becomes a party to the contractual provisions of the instruments. Regular way purchases or sales of financial assets that require delivery of assets within the time frame established by the regulation or convention in the marketplace are recognized on the settlement date, the date that an asset is delivered to or by the Bank. Classification, recognition and measurement of financial instruments Financial instruments are recognized initially at fair value. Except for financial instruments at FVPL, the initial measurement of financial assets and liabilities includes transaction cost. -4- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS The Bank classifies its financial assets in the following categories: financial assets at fair value through profit and loss (FVPL), held to-maturity (HTM) investments, AFS investments, and loans and receivables. The Bank classifies its financial liabilities as other financial liabilities. 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. a) Financial assets or financial liabilities designated at FVPL The Bank has designated financial assets and liabilities at FVPL when the following criteria are 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; • The assets and liabilities are part of the Bank’s 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. Financial assets and liabilities designated at FVPL are recorded in the statement of financial position at fair value. Changes in fair value on financial assets and liabilities designated at FVPL are recorded in ‘Trading and foreign gains (losses) - net.’ Interest earned or incurred is recorded in interest income or expense, while dividend income is recorded in other operating income according to the terms of the contract, or when the right of the payment has been established. b) HTM investments HTM investments are quoted non-derivative financial assets with fixed or determinable payments and fixed maturities for which management has the positive intention and ability to hold to maturity. Where the Bank sells other than an insignificant amount of HTM investments, the entire category would be tainted and reclassified as AFS securities. After initial measurement, these investments are subsequently measured at amortized cost using the effective interest rate method, less of 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. The amortization is included in the investment income in the statement of income. Gains and losses are amortized in income when the HTM investments 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. c) Loans and receivables Loans and receivables are financial assets with fixed or determinable payments and fixed maturities that are not quoted in an active market. They are not entered into with the intention of immediate or short-term resale and are not classified as financial assets held for trading, designated as AFS or FVPL. This financial asset category relates to the statement of financial position caption: (a) due from BSP, (b) due from other banks, and (c) loans and receivable. After initial measurement, loans and receivables are subsequently measured at amortized cost using the effective interest rate method, less allowance for impairment. Amortization cost is calculated by taking into account any discount or premium on acquisition and fees that are an -5- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS integral part of the effective interest rate. The amortization is included in the interest income in the statement of income. The losses arising from impairment of such loans and receivables are recognized in ‘Provision for credit losses’ in the statement of income. d) AFS investments AFS investments are those which are designated as such or do not qualify to be classified as designated as financial assets at FVPL, HTM investment or loans and receivables. They are purchased and held indefinitely, and may be sold in response to liquidity requirement or changes in market conditions. These include government securities, equity investments and other debt instruments. After initial measurement, AFS investments are subsequently measured at fair value. The effective yield component of AFS debt securities, as well as the impact of restatement on foreign currency-denominated AFS debt securities, is reported in earnings. Interest earned on holding AFS investments are reported as interest income using the effective interest rate. Dividends earned on holding AFS investments are recognized in the statement of income as ‘Dividend income’ when the right of the payment has been established. The unrealized gains and losses arising from the fair valuation of AFS investments are reported as ‘Unrealized gains and losses on available-for-sale investments’ in the equity section of the balance sheet. The losses arising from impairment of such investments are recognized as ‘Provision on impairment losses’ in the statement of income. When the security is disposed of, the cumulative gain or loss previously recognized in equity is recognized as ‘Net realized gain on sale of AFS investments’ in the statement of income. When the fair value of AFS investments cannot be measured reliably because of lack of reliable estimates of future cash flows and discount rates necessary to calculate the fair value of unquoted equity instruments, these investments are carried at cost. e) Classification of financial instruments between debt and equity A financial instrument is classified as debt, otherwise as equity, if it has a contractual obligation to: • Deliver cash or another financial asset to another entity, or • Exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the Bank. If the Bank does not have any unconditional right to avoid delivering cash or another financial asset to settle its contractual obligation, the obligation meets the definition of a financial liability. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument or a component that is a financial liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity, net of any related income tax benefits. Other financial liabilities Issued financial instruments or their components, which are not designated as financial liabilities at FVPL are classified as other financial liabilities, where the substance of the contractual arrangement results in the Bank having an obligation either to deliver cash or another financial assets to the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity shares. This -6- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS includes investment contracts which mainly transfer financial risk and has no or insignificant insurance risk. After initial measurement, other financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Amortization cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the effective interest rate. Any effects of restatement of foreign currency-denominated liabilities are recognized in the statement of income. This accounting policy applies primarily to the Bank’s accounts payable and accrued expenses that meet the above definition (other than liabilities covered by other accounting standards, such as pension liabilities and income tax payable). Derecognition of Financial Assets and Liabilities The Bank recognizes a financial asset when the contractual rights to the cash flows from the asset expired, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Bank is recognized as a separate asset and liability. The Bank derecognizes a financial liability when the contractual obligations are discharged or cancelled or expired. The Bank enters into transactions whereby it transfers assets recognized on its balance sheet, but retained either all risks or rewards of the transferred assets or a portion of them. If all or substantially all risks and rewards are retained, then the transferred assets are not derecognized from the statements of financial position. Transfers of assets with retention of all or substantially all risks and rewards include, for example, securities lending and repurchase transactions. The Bank also derecognizes certain assets when it charges off balances pertaining to the assets deemed to be uncollectible. Impairment of Financial Assets and Liabilities At each reporting date, the Bank assesses whether 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. -7- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS a) Loans and receivables For loans and receivables carried at amortized cost, the Bank 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 the Bank 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. Assets that are individually assessed for impairment and for which an impairment loss is, continues to be, recognized are not included in a collective assessment for impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows. 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 effective interest rate of the asset. Loans, together with the associated allowance account, are written off when there is no realistic prospect of future recovery and all collateral has been realized. If, in a subsequent period, the amount of the estimated impairment loss decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in the statement of income, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. Time value is generally not considered when the effect of discounting is not material. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate, 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. For the purpose of a collective evaluation of impairment, financial assets are group on the basis of such credit risk characteristics as type of borrower, collateral type, past-due status and term. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. Estimates of changes in future cash flows reflect, and are directionally consistent with changes in related observable data from period to period (such changes in 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 Bank to reduce any differences between loss estimates and actual loss experience. -8- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS b) AFS investments carried at fair value In case of equity investments classified as AFS investments, impairment indicators 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 the equity 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 equity. In the case of debt instruments classified as AFS investments, impairment is assessed based on the same criteria as financial assets carried at amortized cost. Interest continues to be accrued at the original effective interest rate on the reduced carrying amount of the asset and is recorded as part of ‘Investment 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. c) AFS investment 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 unquoted equity instrument has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the curre nt market rate of return for a similar asset. d) HTM investments For HTM investments, the Bank assesses whether there is objective evidence of impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). 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. If subsequently, the amount of the estimated impairment loss decreases because of an event occurring after the impairment was recognized, any amount formerly charged are credited to the ‘Provision for impairment and credit losses’ in the statement of income and the allowance account, reduced. The HTM investments, together with the associated allowance accounts, are written off when there is no realistic prospect of future recovery and all collateral has been realized. Offsetting Financial assets and financial liabilities are offset and the net amount reported in the statements of financial position if, and only if, the Bank has a legal right to set off the recognized amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. This is generally the case with master netting agreements; thus, the related assets and liabilities are presented gross in the statement of financial position. Income and expenses are presented on a net basis only when permitted by PFRS. Repurchase and reverse repurchase agreements Securities sold subject to repurchase agreements (‘repos’) are reclassified in the financial statements as pledged assets when the transferee has the right by contract or custom to sell or repledge the collateral; the counterparty liability is included in deposits from banks or deposits -9- PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS from customers, as appropriate. The difference between sale and repurchase price is treated as interest and accrued over the life of the agreements using the effective interest method. Securities purchased under agreements to resell (‘reverse repos’) are recorded as loans and receivables to other banks or to customers and included in the statement of financial position under “Interbank loans receivable and securities purchased under agreements to resell”. Securities lent to counterparties are also retained in the financial statements. Bank’s Premises, Furniture, Fixtures and Equipment Land is stated at cost less any impairment in value and depreciable properties including buildings, leasehold improvements and furniture, fixtures and equipment are stated at cost less accumulated depreciation and amortization, and any impairment in value. Historical cost includes expenditure that is directly attributable to the acquisition of the items which comprises its purchase price, import duties and any directly attributable costs of bringing the assets to its working condition and location for its intended use. Subsequent costs are included in the asset’s carrying amount or are recognized as separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Bank and the asset can be measured reliably. All other repairs and maintenance are charged to profit and loss during the year in which they are incurred. Depreciation for buildings and furniture, fixtures and equipment is calculated using the straightline to allocate cost or residual values over the estimated useful lives as follows: Number of years Building and improvements Furniture, fixtures and equipment 25 5 Leasehold improvements are depreciated over the shorter of the lease term (normally ranging from 5 to 10 years) and the useful lives of the related improvements (ranges from 5 to 10 years). Major renovations are depreciated over the remaining life of the related assets. The assets residual values and useful lives are reviewed and adjusted if appropriate, at each reporting date. Assets are reviewed for impairment whenever assets or changes in circumstances indicate that the carrying amount may not be recoverable. An asset in carrying amount is written down immediately to its recoverable amount if the assets’ carrying amount is greater than the estimated recoverable amount. The recoverable amount is the higher of an asset fair value less cost to sell. An item of bank’s premises, furniture, fixtures and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of income, in the year the item is derecognized. Investment Properties Investment properties are measured initially at cost, including transaction costs. An investment property acquired through an exchange transaction is measured at fair value of the asset acquired unless the fair value of such an asset cannot be measured in which the case the investment property acquired is measured at carrying amount of the asset given up. Foreclosed properties are recorded as “Investment properties” upon: (a) entry of judgment in case of judicial foreclosure; (b) execution of Sheriff’s Certificate of Sale in case of extra-judicial foreclosure; or (c) notarization of the “Deed of Dacion” in case dation in payment (dacion en pago). - 10 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Subsequent to initial recognition, depreciable investment properties are carried at cost less accumulated depreciation less any impairment in value. 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 gains or losses on the retirement or disposal of investment properties are recognized in the statement of income under ‘Gain on sale of assets’ in the year of retirement or disposal. Gains and losses on retirement or disposal are determined by comparing proceeds with carrying amount. Expenditures incurred after the investment properties have been put into operations, 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 remaining useful lives from the time of acquisition of the investment properties but not to exceed 10 years for both buildings and condominium units. 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 view to sale. An item of investment properties is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gains and losses arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in profit or loss in the period the item is derecognized. Foreclosed Properties Foreclosed properties of land or building are classified under investment properties from foreclosure date, accounted for using cost model under PAS 40. Assets foreclosed which are available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and which sale is highly probable, are recognized as non-current assets (or disposal groups) held for sale and are accounted for at the lower of cost and fair value less cost to sell similar to the principles of PFRS 5. The cost of assets foreclosed includes the carrying amount of the related loan less allowance for impairment at the time of foreclosure. Impairment loss is recognized for any subsequent write-down of the asset to fair value less cost to sell. Other foreclosed non-financial assets which are not land or building, or to be used by the Bank for its operations are classified as Bank-occupied property and is accounted for using the cost model under PAS 16. Financial assets held as collaterals are classified as available-for-sale under PAS 39 when foreclosed. Intangible Assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. - 11 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortization period and amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern on consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization expense on intangible assets with finite life is recognized in the statement of income. Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually or more frequently, either individually or at the Cash Generating Unit (CGU) level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from definite to fine is made on a prospective basis. Gains or losses arising from the derecognition of an intangible asset, upon disposal or when no future economic benefits are expected to arise from the continued use of the asset, are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized. Intangible assets include capitalized software. Capitalized software acquired separately is measured at cost at initial recognition. Following initial recognition, capitalized software is carried at cost less accumulated amortization and any accumulated impairment losses. The capitalized software is amortized over its estimated useful life of 5 years. Impairment of Non-Financial Assets At each reporting date, the Bank assesses whether there is any indication of impairment on bank’s premises, furniture, fixtures and equipment and intangible asset. When an indicator of impairment exists or when an annual impairment testing for an asset is required, the Bank makes a formal estimate of recoverable amount. Recoverable amount is the higher of an asset’s (or cash-generating units) 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 cash-generating unit to which it belongs. Where the carrying amount of an asset (or cash generating unit) exceeds its recoverable mount, the asset (or cash-generating unit) 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 cash-generating unit). In determining fair value lest cost to sell, recent market transactions are taken into account, if available. If no such transaction can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded entities or other available fair value indicators. 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 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 and amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of income unless the asset is carried at revalued amount, in which case the reversal is treated as revaluation increase. - 12 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS After such reversal, the depreciation and amortization expense is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Fair value measurement 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 of a non-financial asset is measured based on its highest and best use. The asset’s current use is presumed to be its highest and best use. The fair value of financial and non-financial liabilities takes into account non-performance risk, which is the risk that the entity will not fulfill an obligation. The Bank classifies its fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: • Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. This level includes listed equity securities and debt instruments on exchanges (for example, Philippine Stock Exchange, Inc., Philippine Dealing and Exchange Corp., etc.). • Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). This level includes the majority of the over-the-counter (“OTC”) derivative contracts. The primary source of input parameters like LIBOR yield curve or counterparty credit risk is Bloomberg. ; and • Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The appropriate level is determined on the basis of the lowest level input that is significant to the fair value measurement. a) Financial instruments The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1. The fair value of assets and liabilities that are not traded in an active market (for example, overthe-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the asset or liability is included in Level 2. If one or more of the significant inputs is not based on observable market data, the asset or liability is included in Level 3. For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques included net present value techniques, comparison to similar instruments for which market observable prices exist, options pricing models, and other relevant valuation models. - 13 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS b) Non-financial assets or liabilities The Bank uses valuation techniques that are appropriate in the circumstances and applies the technique consistently. Commonly used valuation techniques are as follows: • Market approach - A valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets and liabilities, such as a business. • Income approach - Valuation techniques that convert future amounts (e.g., cash flows or income and expenses) to a single current (i.e., discounted) amount. The fair value measurement is determined on the basis of the value indicated by current market expectations about those future amounts. • Cost approach - A valuation technique that reflects the amount that would be required currently to replace the service capacity of an asset (often referred to as current replacement cost). Income and Expense Recognition Income is recognized to the extent that it is probable that the economic benefits will flow to the Bank, the income can be reliably measured and when specific criteria have been met for each of the Group’s activities, as described below. Expense is recognized when a decrease in future economic benefit related to a decrease in an asset or an increase of a liability has arisen to the Bank that can be measured reliably. The following specific recognition criteria must also be met before income is recognized: Interest Income and Interest Expense Interest income and interest expense are recognized in the statement of income for all financial instruments measured at amortized cost and interest-bearing financial instruments classified as AFS investments as they accrue, using the effective interest rate (EIR). EIR 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 the contractual terms of the financial instruments including any fees or incremental costs that are directly attributable to the instrument and are integral part of the effective interest rate, but not future credit losses. The EIR is established on the initial recognition of the financial asset and liability and is not revised subsequently. The carrying amount of the financial asset or liability is adjusted if the Bank revises its estimates of payments or receipts. The change in carrying amount is recognized in profit or loss as interest income or expense. Once the recorded value of a financial asset or group of similar financial assets has been reduced due to impairment loss, interest income continues to be recognized using the original EIR used to discount future cash flows. Loan Fees, Service Charges and Penalties Loan commitment fees are recognized as earned over the terms of the credit lines granted to borrowers. Loan syndication fees are recognized upon completion of all syndication activities where the Bank does not have further obligations to perform under the syndication agreement. Service charges and penalties are recognized only upon collection or accrued when there is a reasonable degree of certainty as to its collectibility. When a loan commitment is not expected to result in the draw-down of a loan, loan commitment fees are recognized on a straight-line basis over the commitment period. - 14 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Rental Income Rental income arising on leased properties is accounted for on a straight-line basis over the lease terms of ongoing leases and is recorded in the statement of income under ‘Other Operating Income’. Dividends Dividend income is recognized when the Bank’s right to receive payment is established. Foreign Exchange Gains (Losses) - net Foreign exchange gains and losses arising from the settlement of such transactions or from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income. Other Income Income from assets sold or exchanged is recognized when the title to the assets is transferred to the buyer or when the collectibilty of the entire sales price is reasonably assured. Income from sale of services is recognized upon rendition of the service. Other operating income is recognized when earned and upon disposal of the investments. Expenses Expenses are recognized on the statement of income: on the basis of direct association between the costs incurred and the earning of specific items of income; on the basis of systematic and rational allocation procedures when economic benefits are expected to arise over several accounting periods and the association can be broadly or indirectly determined; or immediately when expenditures produces no future economic benefits or when, and to the extent that, future economic benefits do not qualify or cease to qualify, for recognition in the statement of financial position as an asset. Expenses in the statement of income are presented using the nature of expense method. General and administrative expenses are cost attributable to administrative activities of the Bank. Leases The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date, 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: there is a change in contractual terms, other than a renewal or extension of the arrangement; a renewal option is exercised or an extension is 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 any of the scenarios above, and at the date of renewal or extension period for the second scenario. - 15 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Bank as a lessee Leases where the lessor retains substantially all the risks and rewards of ownership of the assets are classified as operating leases. Operating lease payments are recognized as an expense in the statement of income on a straight-line basis over the lease term. Bank as a lessor The Bank is also a party of operating leases as a lessor. Lease payments received are recognized as income in the statement of income on a straight-line basis over the lease term. 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. Retirement Cost Short term benefits Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognized for the amount expected to be paid under short-term cash bonus, short-term compensated absences or profit-sharing plans if the Bank has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be measured reliably. Post employment benefits The Bank operates a funded, contributory and defined contribution (DC) plan covering its regular employees wherein the Bank pays a fixed contribution into a separate entity known as trustee; which administers, manages and invests the funds. The Bank, however, is covered under Republic Act (RA) No. 7641, The Philippine Retirement Law, which provides for its qualified employees a defined benefit (DB) minimum guarantee. The DB minimum guarantee is equivalent to a certain percentage of the monthly salary payable to an employee at normal retirement age with the required credited years of service based on the provisions of RA 7641. Accordingly, the Bank accounts for its retirement obligation under the higher of the DB obligation relating to the minimum guarantee and the obligation arising from the DC plan. For the DB minimum guarantee plan, the liability is determined based on the present value of the excess of the projected DB obligation over the projected DC obligation at the end of the reporting period. The DB obligation is calculated annually by a qualified independent actuary using the projected unit credit method. The Bank determines the net interest expense (income) on the net DB liability (asset) for the period by applying the discount rate used to measure the DB obligation at the beginning of the annual period to the then net DB liability (asset), taking into account any changes in the net DB liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to the DB plan are recognized in profit or loss. The DC liability, on the other hand, is measured at the fair value of the DC assets upon which the DC benefits depend, with an adjustment for any margin on asset returns where this is reflected in the DC benefits. Remeasurements of the net DB liability, which comprise actuarial gains and losses, the return on unallocated plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in - 16 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS profit or loss. The Company recognizes gains or losses on the settlement of a DB plan when the settlement occurs. Termination benefits Termination benefits are recognized as an expense when the Bank is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognized if the Bank has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be measured reliably. Provisions and Contingencies Provision Provisions are recognized when the Bank has a present obligation (legal or constructive) as a result of a past event; 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 Bank 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 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 a borrowing cost. Contingencies A contingent asset is not recognized in the financial statements but disclosed when an inflow of economic benefits is probable. Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Income Taxes The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively. 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 taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax Deferred tax is provided using the liability method on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences with certain exceptions. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits from the excess of the minimum corporate income tax (MCIT) over the regular corporate income tax and unused net operating loss carryover - 17 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS (NOLCO), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and carry forward of unused MCIT and unused NOLCO can be utilized. Deferred tax, however, is not recognized when it arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. The carrying amount of deferred income tax assets is reviewed at each reporting 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 income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates applicable to the period when the asset is realized or the liability is settled, based on tax rates (tax base) and regulations that have been enacted or substantively enacted at the reporting date. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Borrowings and Borrowing Costs Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred. Equity Share capital is measured at par value for all shares issued. Surplus free includes all current and prior period results as disclosed in profit or loss and which are available for dividend declaration and not restricted for use by the Bank. Reserves pertain to a portion of the Bank’s income from trust operations set-up on a yearly basis in compliance with BSP regulations. Reserves also consist of reserve for contingencies and selfinsurance. Net unrealized fair value gains (losses) on available-for-sale securities pertain to cumulative market-to-market valuation of AFS investments. Dividends on Common Shares Dividends on common shares are recognized as a liability and deducted from equity when approved by the Board of Directors of the Bank and to BSP. Dividends for the year that are - 18 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS approved after the statement of financial position date are dealt with as an event after the statement of financial position date. Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. Transactions between related parties are based on terms similar to those offered to nonrelated parties. Earnings per Share The Bank presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is computed by dividing the profit or loss attributable to ordinary shareholders of the bank by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, if any. Events after the Reporting Period The Bank identifies events after the end of the reporting period as those events, both favorable and unfavorable, that occur between the end of the reporting period and the date when the financial statements are authorized for issue. The financial statements of the Bank are adjusted to reflect those events that provide evidence of conditions that existed at the end of the reporting period. Non-adjusting events after the end of the reporting period are disclosed in the notes to the financial statements when material. 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 Bank acts in a fiduciary capacity such as nominee, trustee or agent. Reclassifications Certain amounts in the 2012 financial statements and supporting note disclosures have been reclassified to conform to the current period presentation, including the reclassification from other investments to investment property in the statement of financial position. Such reclassification did not affect the statement of cash flows nor did it impact previously reported net income or retained earnings. 4. Critical Accounting Judgments and Key Sources of Estimation In the application of the Bank's accounting policies, Management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on the historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. - 19 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Critical Accounting Estimates a) Impairment of Loans and Receivables The Bank reviews its loans and receivables at each reporting date to assess whether an additional provision for credit losses should be recorded in the statement of income. In particular, judgment by management is required in the estimation of the amount and timing of future cash flows when determining the level of allowance required. Such estimates are based on assumptions about a number of factors and actual results may differ, resulting in future changes to the allowance. In addition to specific allowance against individually significant loans and receivables, the Bank also makes a collective impairment allowance against exposures which, although not specifically identified as requiring a specific allowance, have a greater risk of default than when originally granted. This collective allowance takes into consideration on any deterioration in the loan or investment rating since it was granted or acquired. This collective allowance is based on changes in factors that are indicative of incurred losses, such as deterioration in payment status and underlying property prices, among others. To the extent that the net present value of estimated cash flows of individually impaired accounts and the estimated impairment for collectively assessed accounts differs by +/- 5%, impairment provision for the year ended December 31, 2013 would be an estimated P3.39 million (2012 – P5.54 million) higher or lower. As of December 31, 2013 and 2012, loans and receivables of the Bank are carried at P41.7 billion and P35.2 billion, respectively (see Note 10). b) Impairment of bank’s premises, furniture, fixtures and equipment and investment properties The Bank assesses impairment on assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The factors that the Bank considers important which could trigger an impairment review include the following: 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. The Bank considers that it is impracticable to disclose with sufficient reliability the possible effects of sensitivities surrounding the fair value of its long-term non-financial assets. As of December 31, 2013 and 2012, the carrying value of bank’s premises, furniture, fixtures and equipment amounted to P2.5 billion and P2.4 billion, respectively, while the carrying values of the Bank’s investment properties amounted to P2.8 billion (see Notes 12 and 13). c) Retirement benefits under R.A. 7641 The present value of the excess of the projected DB minimum guarantee over the projected DC obligation at the end of the reporting period depends on a number of factors that are determined on an actuarial basis. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of retirement obligations. The Bank determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the retirement obligations. In determining the appropriate discount rate, the Bank considers the interest rates of government securities that are - 20 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related retirement obligation. Other key assumptions for retirement obligations are based in part on current market conditions. Additional information is disclosed in Note 21. Judgments a) Contingencies The Bank 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 Bank’s defense in these matters and is based upon an analysis of potential results. Management does not believe that these proceedings will have a material adverse effect on its financial position. 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. b) Functional Currency PAS 21 requires management to use its judgment to determine the entity’s functional currency such that it most faithfully represents the economic effects of the underlying transactions, events and conditions that are relevant to the entity. In making this judgment, the Bank considers the following: the currency that mainly influences sales prices for financial instruments and services; the currency in which funds from financing activities are generated; and the currency in which receipts from operating activities are usually retained. c) Operating Leases The Bank has entered into various lease agreements either as a lessor or as a lessee. Critical judgment was exercised by the management to distinguish each lease agreement as either an operating lease of finance lease by looking at the transfer or retention of significant risk and rewards of ownership of the properties covered by the agreements. All of the Bank’s lease agreements were determined as operating lease (see Note 24). d) Fair Value of Financial Instruments Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of mathematical models. The input to these models is 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. The Bank considers that it is impracticable to disclose with sufficient reliability the possible effects of sensitivities surrounding the fair value of financial instruments that are not quoted in active markets. The fair values of the Bank’s financial instruments are presented in Note 5 to the financial statements. e) Impairment of AFS investments The Bank treats AFS equity investments as impaired when there has been significant or prolonged decline in the fair value below its cost or where other objective evidence of impairment exists. The determination of what is ‘significant’ or ‘prolonged’ requires judgment. The Bank treats ‘significant’ generally as 20% or more of the original cost of investment, and ‘prolonged’, greater than 12 months. In addition, the Bank evaluates other factors, including - 21 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS normal volatility in share price for quoted equities and the future cash flows and the discounted factors for unquoted equities. As of December 31, 2013 and 2012, the carrying value of the Bank’s AFS investments amounted P38.5 billion and P38.9 billion, respectively (see Note 8). The Bank assessed that no allowance for impairment losses on AFS investments is necessary as of December 31, 2013 and 2012. f) Classification of HTM investments The classification to HTM investment requires significant judgment. In making this judgment, the Bank evaluates its intention and ability to hold such investments to maturity. If the Bank fails to keep these investments to maturity other than in certain specific circumstances – for example, selling a significant amount close to maturity – it will be required to reclassify the entire portfolio as AFS investments. The investment would therefore be measured at fair value and not amortized cost. g) Distinction between investment properties and owner-occupied properties The Bank determines whether a property qualifies as investment property. In making its judgment, the Bank considers whether the property generates cash flows largely independent of the other assets held by an entity. Owner-occupied properties generate cash flows that are attributable not only to property but also to the other assets used in the production or supply process. Some properties consist of a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production of services or for administrative purposes. If these portions cannot be sold separately, the property is accounted for as investment property only if an insignificant portion is held for use in the production of services or for administrative purposes. Judgment is applied in determining whether ancillary services are so significant that a property does not qualify as investment property. The Bank considers each property separately in making judgment. The Bank classifies all properties which have a portion that is earning rentals and another portion which are used in production of services or used in administrative purposes as owneroccupied properties based on the criterion above. In this case, such properties were included in the account ‘Bank’s premises, furniture, fixtures and equipment’. h) Realizability of Deferred Tax Assets The Bank reviews its deferred tax assets at each financial position date and reduces the carrying amount to the extent that is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Any deferred tax asset will be re-measured if it might result in derecognition when the expected tax law to be enacted has a possible risk on the realization. Management believes that sufficient taxable profit will be generated to allow all or part of the deferred income tax assets to be utilized. As of December 31, 2013 and 2012, the Bank’s recognized deferred tax assets amounted to P770.4 million and P909.3 million, respectively (see Note 26). - 22 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 5. Financial Risk Management Risk Management Framework The Board of Directors (BOD) of the Bank is responsible for establishing and maintaining a sound risk management system. It is the primary responsibility of the BOD to establish the risk culture and the risk management organization and incorporate the risk process as an essential part of the corporate strategic planning. The Bank classifies the major risks that the Bank manages between quantifiable risks such as credit, liquidity and markets risks, and non-quantifiable risks such as operations risk among others. Through the direction of the BOD, the following comprise the risk management structure of the Bank: Executive Committee The Executive Committee plays the crucial role of analyzing, evaluating, and approving product attributes such as: market, liquidity and credit risk; operations risk; control and compliance; audit, legal and regulatory; and system and technology issues for new activities/products. Risk Management Committee (RMC) The RMC is responsible for the creation and oversight of the Bank’s corporate risk policy. It is tasked to identify and analyze the risks faced by the Bank, to set and recommend to the BOD the system of risk limits and controls, and to ensure that each business unit continuously monitors the adequacy and soundness of policies, assumptions and practices. Asset and Liability Committee (ALC) The ALC ensures that at all times the Bank maintains adequate liquidity, sufficient capital and appropriate funding to meet all business requirements and complies with all regulatory requirements. Credit Committee (CreCom) The CreCom is primarily responsible for credit risk management of the Bank. It establishes the standards for credit analysis, define credit risk measurements, establish internal risk ratings and review the credit risk infrastructure’s ability to support the Bank’s risk policies. Risk Management Group (RMG) The RMG is an in independent business function to identify, analyze, and measure risks from the Bank’s trading, position-taking, lending, borrowing, and other transactional activities. Audit Committee (AC) The Audit Committee is responsible for monitoring compliance with the Bank’s risk management policies and procedures, and for reviewing the adequacy of the risk managements system in placed in relation to the risks faced by the Bank. The Bank’s Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. Credit Risk Credit risk is the risk that a customer or counterparty will be unable or unwilling to pay obligations on time or in full as expected or previously contracted, subjecting the Bank to a financial loss. The goal of the Bank’s credit risk management is to maximize the risk-adjusted rate of return by maintaining credit risk exposure within the approved parameters. - 23 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS The Bank’s credit risk covers mostly loan portfolio analysis, where the Bank employs risk management techniques to quantify and qualify cyclical versus specific risks for a given portfolio under potentially adverse economic conditions. Diversification against loan concentration, such as lending in a single geographic area or business sector, enables the Bank to manage risks associated with its largest exposures in the market. Credit Risk Management Measurement of Credit Risk In measuring credit risk at a counterparty level, the Bank mainly relies on its sound lending philosophy and considers three components: (i) the probability of default by the client or counterparty on its contractual obligations; (ii) current exposures to the counterparty and its likely future development; and (iii) the likely recovery ratio on the defaulted obligations. The Bank uses two statistical-based credit risk methodology in measuring credit risk namely: defaultprobability models, which predict future losses and thus anticipate provisioning and capital needs, and risk-adjusted return on capital (RAROC) techniques, which incorporate credit risk into the initial loan pricing and eventually evaluate the true economic capital needs of the Bank. (a) Loans and receivables The clients of the Bank are segmented and internally rated into the following standards BSP classifications: • Unclassified – these are loans that do not have any greater-than normal risk and do not possess the characteristics of loans classified below. The counterparty has the ability to satisfy the obligation in full and therefore minimal loss, if any, is anticipated. • Loans especially mentioned – these are loans that have potential weaknesses that deserve management’s close attention. These potential weaknesses, if left uncorrected, may affect the repayment of the loan and thus increase the credit risk of the Bank. • Substandard - these are loans which appear to involve a substantial degree of risk to the Bank because of unfavorable record or unsatisfactory characteristics. Further, these loans with well-defined weaknesses which may include adverse trends or development of a financial, managerial, economic or potential nature, or a significant deterioration in collateral. • Doubtful – these are loans which have the weaknesses similar to those of the Sub-standard classification with added characteristics that existing facts, conditions, and values make collection or liquidation in full highly improbable and substantial loss is probable. • Loss – these are loans which are considered uncollectible and of such little value that their continuance as bankable assets is not warranted although the loans may have some recovery or salvage value. (b) Debt securities and other bills For debt securities and other bills, external rating agencies such as Standard & Poor’s and Moody’s ratings or their equivalents are used by the Bank for managing credit exposures. Likewise, investments in these securities and bills are reviewed through its regular meetings with top management as a way to gain credit quality mix and maintain a readily available source to meet funding requirements. Risk Limit Control and Mitigation Policies The Bank, through a Credit Manual, established policies for sound credit granting process. Sufficient client information, to enable a comprehensive assessment of the true risk profile of the - 24 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS borrower or counterparty, are gathered and at a minimum certain factors are considered in documentation and credit approvals. Overall credit limits at individual borrower’s or counterparty’s level and groups of connected counterparties that aggregate in a comparable and informative manner are established by the Bank as one of the core risk control. Subsequent credit administration and monitoring is also maintained through a well-structured internal risk rating system, which allows a more accurate determination of the overall characteristics of the credit portfolio, concentration of risk, problem credits and adequacy of loan loss reserves. The Bank employs some of these specific control and mitigation measures as outlined below. (a) Collateral One of the most traditional and common practice in mitigating credit risk is requiring security for loans and receivables. The Bank implements guidelines on the acceptability of specific classes of collateral for credit risk mitigation. The principal collateral types for loans and receivables are: • • Mortgage over real estate properties and chattels; and Hold-out on financial instruments such as debt securities deposits, and equities In order to preserve the collateral cover for loans and receivables, management monitors the market value of real property collateral on an annual basis and as needed for marketable securities. Key management considers the existing market value of collateral during the review of the credit facilities and adequacy of the allowance for credit losses. Upon careful evaluation, the Bank may seeks additional collateral from the counterparty for the relevant individual loans and receivables, in order to minimize credit loss or impairment. The following table presents the breakdown of receivables from customers by type of security as of December 31: 2013 Amount Secured Real estate mortgage Hold-out Certificate of stocks Chattel mortgage Others Unsecured Percentage 2012 Amount Percentage P5,323,252 1,897,407 307,929 50,957 18,347,000 16,923,115 12.42% 4.43% 0.72% 0.12% 42.82% 39.49% P4,781,064 1,023,858 325,491 36,823 5,653,000 24,423,706 13.19% 2.82% 0.90% 0.10% 15.60% 67.39% P42,849,660 100% P36,243,942 100% (a) Credit-related commitments The primary purpose of these instruments is to ensure that funds are available to a customer as required. Standby letters of credit carry the same risk as loans. Documentary and commercial letters of credit – which are written undertaking by the Bank on behalf of a customer authorizing a third party to draw drafts on the Banks up to a stipulated amount under specific terms and conditions – are collateralized by the underlying shipments of goods to which they relate and therefore carry less risk than a direct loan. The Bank monitors the term to maturity of credit commitments because longer-term commitments generally have a greater degree of credit risk than shorter-term commitments. - 25 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Impairment and Provisioning Policies The Bank’s credit-quality mapping on loans and receivables is based on the standard BSP classifications. Impairment provisions, however, are recognized for financial reporting purposes only for losses that have been incurred at the reporting date based on objective evidence of impairment. Loans with renegotiated terms Loans with renegotiated terms are loans that have been restructured due to deterioration in the borrower’s financial position. In respect of some of these loans, the Bank has made concessions that it would not otherwise consider. Once the loan is restructured it remains in this category independent of satisfactory performance after restructuring. Write-off policy The Bank writes off a loan or an investment debt security balance, and any related allowances for impairment losses, when Bank’s Credit Department determines that the loan or security is uncollectible. This determination is made after considering information such as the occurrence of significant changes in the borrower’s/issuer’s financial position such that the borrower/issuer can no longer pay the obligation, or that proceeds from collateral will not be sufficient to pay back the entire exposure. For smaller balance standardized loans, write-off decisions generally are based on a product-specific past due status. The table below shows the Bank’s loans and receivable from customers and the related allowance for credit losses and impairment. 2013 Loans and Allowance for receivables credit losses Unclassified Loans especially mentioned Substandard Doubtful Loss 2012 Loans and Allowance for receivables credit losses P31,631,637 6,800,548 3,123,430 1,040,424 253,621 P172 340 680 520 253 P24,919,184 6,891,598 3,249,491 959,745 223,924 P140 345 709 480 223 P42,849,660 P1,965 P36,243,942 P1,897 Maximum Exposure to Credit Risk before Collaterals Held or Other Credit Enhancements Credit risk exposures relating to significant on-balance sheet financial assets are as follows (amounts in millions): Due from BSP Due from other banks AFS investments - debt securities HTM investments Loans and receivables - net Other assets 2013 2012 P26,418 916 37,968 6,172 41,698 22 P22,325 1,258 38,275 6,862 35,178 24 P113,194 P103,922 The above table represents the maximum credit exposure of the Bank at December 31, 2013 and 2012 without taking into account any collateral held or other credit enhancements. The exposures set out above are based on net carrying amounts as reported in the statements of financial position. - 26 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Credit risk exposures relating to off-balance sheet items are as follows: 2013 2012 P 14,724 336,653 843,870 P 17,107 220,729 779,050 P1,195,247 1,016,886 2013 2012 P41,700,854 566,910 581,896 P35,059,061 590,939 593,942 42,849,660 (1,965,620) 36,243,942 (1,897,491) P40,884,040 P34,346,451 Undrawn loan commitments Bills for collection Unused letters of credit Others Credit Quality of Loans Receivable from Customers Loans receivables from customers are summarized as follows: Note Neither past due nor impaired Past due but not impaired Impaired 10 11 Allowance for credit and impairment losses (a) Loans and receivables neither past due nor impaired The table below shows loans and receivables that were neither past due nor impaired which consist mainly of accounts with Unclassified rating and those loans accounts in a portfolio to which an impairment has been allocated on a collective basis, per class that the Bank held as of December 31, 2013 and 2012 (amounts in millions). Retail/Individuals Small and medium enterprises Private corporation Bangko Sentral ng Pilipinas 2013 2012 P2,529 3,140 17,882 18,150 P3,014 3,184 22,361 5,500 P41,701 P34,059 (b) Loans and receivables past due but not impaired The table below shows the aging analysis of past due but not impaired loans and receivables per class that the Bank held as of December 31, 2013 and 2012. Collateralized past due loans are not considered impaired when the cash flows that may result from foreclosure of the related collateral are higher than the carrying amount of the loans (amounts in millions). Individuals Past due up to 30 days Past due 31 - 90 days Past due 91 - 180 days Over 180 days Fair value of collateral 2013 Small and medium Private enterprises corporation Total P 105 P 112 P 350 P 567 P105 P112 P350 P567 P1 P628 P333 P962 - 27 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Individuals Past due up to 30 days Past due 31 - 90 days Past due 91 - 180 days Over 180 days Fair value of collateral 2012 Small and medium Private enterprises corporation Total P 105 P 126 P 360 P 591 P105 P126 P360 P591 P1 P628 P333 P962 (c) Loans and receivables individually impaired The table below shows the gross amount of individually impaired loans and receivables by class that the Bank held as of December 31, 2013 and 2012 (amounts in millions). Retail/Individuals Small and medium enterprises Private corporation Fair value of collateral 2013 2012 P209 68 305 P211 68 315 P582 P594 P155 P161 Credit Quality of Other Financial Assets (a) Due from Bangko Sentral ng Pilipinas This account consists of fully performing balances at December 31, 2013 and 2012 as follows: Clearing account Special deposit accounts Reserve deposit accounts 2013 2012 P13,367,998 13,050,000 - P11,825,130 10,500,000 - P26,417,998 P22,325,130 (b) Due from other banks This account consists of fully performing balances presented by credit ratings of counterparty banks at December 31, 2013 and 2012: AA- to AA+ A- to A+ Lower than AUnrated - 28 - 2013 2012 P562,125 344,916 9,046 - P735,117 515,786 7,434 - P916,087 P1,258,337 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS (c) Debt securities, treasury bills and other government securities This account consists of fully performing balances presented by credit ratings based on Standard & Poor’s at December 31, 2013 and 2012: 2013 AAA AA- to AA+ A- to A+ Lower than AUnrated AFS investments HTM investments Total P 32,593,392 5,375,097 P 6,171,861 - P 38,765,253 5,375,097 P37,968,489 P6,171,861 P44,140,350 AFS investments HTM investments Total P 35,974,405 2,300,515 P 6,861,786 - P 42,836,191 2,300,515 P38,274,920 P6,861,786 P45,136,706 2012 AAA AA- to AA+ A- to A+ Lower than AUnrated (d) Other financial assets The Bank’s other financial assets as of December 31, 2013 and 2012 consist mainly of other investments, other receivables and cash items from various unrated counterparties with good credit standing. Concentrations of Risk of Financial Assets with Credit Exposure An analysis of concentration of credit risk by sector on due from banks, loans and receivables, AFS investments and HTM investments as of December 31 are shown below (amounts in millions): 2013 Due from banks AFS investments HTM investments Loans and receivables Sovereign Bank Retail/ Individuals Total P26,418 37,968 6,172 - P916 - P 41,698 P27,334 37,968 6,172 41,698 P70,558 P916 P41,698 P113,172 2012 Due from banks AFS investments HTM investments Loans and receivables Sovereign Bank Retail/ Individuals Total P22,325 38,275 6,862 - P1,258 - P 35,178 P23,583 38,275 6,862 35,178 P67,462 P1,258 P35,178 P103,898 - 29 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS The following table presents information on the concentration of credit risk exposure on loans receivables from customers as to industry as of December 31, 2013 and 2012: 2013 Amount Wholesale and retail trade Real estate, renting and business activities Financial intermediaries Manufacturing Agriculture Construction Mining and quarrying Transportation, storage and communication Hotels and restaurants Health and social work Education Private households with employed persons Electricity, gas and water Other community, social and personal services Percentage 2012 Amount Percentage P7,910,138 18.46% P9,905,980 27.33% 4,535,122 20,550,740 2,472,485 2,342,259 2,038,097 - 10.58% 47.96% 5.77% 5.47% 4.76% 0.00% 4,706,112 7,874,240 3,712,475 3,396,440 2,426,655 500 12.98% 21.73% 10.24% 9.37% 6.70% 0.00% 648,443 510,473 234,575 159,892 1.51% 1.19% 0.55% 0.37% 1,170,662 946,555 192,005 73,308 3.23% 2.61% 0.53% 0.20% 27,000 3,600 0.06% 0.01% 2,000 1,940 0.01% 0.01% 1,416,836 3.31% 1,835,070 5.06% P42,849,660 100% P36,243,942 100% Foreclosed Collaterals Repossessed properties are sold as soon as practicable and are classified initially under ‘Investment Properties’ in the statements of financial position until further assessed and measured. As of December 31, 2013 and 2012, the related foreclosed collaterals have an aggregate carrying amount of P2.8 billion. Foreclosed collaterals include real estate (land, building and improvements), auto or chattel, bonds and stocks. Liquidity Risk Liquidity risk is generally defined as the current and prospective risk to earnings or capital arising from the Bank’s inability to meet its obligations in all currencies when they become due without incurring unacceptable losses or costs. The Bank’s liquidity management is characterized by the following elements: a) good management information system, b) effective analysis of funding requirements under alternative scenarios, c) diversification of funding sources, and d) contingency planning. Liquidity Risk Management The Bank’s liquidity management involves maintaining funding capacity to accommodate fluctuations in asset and liability levels due to changes in the Bank’s business operations or unanticipated events created by customer behavior or capital market conditions. The Bank 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, and the securing of money market lines and the maintenance of repurchase facilities to address any unexpected liquidity situations. The Bank’s net funding requirements are determined by analyzing its future cash flows based on assumptions of the future behavior of assets, liabilities and off balance sheet items, and then calculating the cumulative net excess on shortfall over the time frame for the liquidity assessment. Such analysis of net funding requirements involves construction of a Maturity Ladder and calculation of cumulative net excess or deficit. Furthermore, an internal liquidity ratio has been set to determine sufficiency of liquid assets over deposit liabilities. Scenario stress tests are conducted periodically wherein liquidity managers analyze the behavior of cash flows - 30 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS under different conditions, i.e. from “normal” conditions to “extreme” situations. Finally, the BOD sets the Maximum Cumulative Outflow (MCO) Limit in order to control liquidity gap for each currency. The table below shows the maturity profile of the Bank’s assets and liabilities, based on contractual undiscounted cash flows (amounts in millions): 2013 Financial Assets Cash and other cash items Due from BSP Due from other banks AFS investments - debt securities HTM securities, net Loans and advances, net Financial Liabilities Deposit liabilities Manager’s checks and demand drafts outstanding Accrued interest, taxes and others expenses Deferred credits and other liabilities Total maturity gap On demand Less than one year 1 to 5 years Over 5 years Total P1,009 26,418 916 2 P 533 32,534 P 1,001 4,639 4,533 P 36,967 1,000 4,629 P1,009 26,418 916 37,968 6,172 41,698 28,345 33,067 10,173 42,596 114,181 69,271 25,286 2,069 3,718 100,344 - 74 - - 74 - 255 169 - - 255 169 69,271 25,784 2,069 3,718 100,842 (P40,926) P7,283 P8,104 P38,878 P13,339 On demand Less than one year 1 to 5 years Over 5 years Total P1,195 22,325 1,258 320 6 P 481 25,736 P 458 5,060 5,287 P 37,817 1,001 4,149 P1,195 22,325 1,258 38,275 6,862 35,178 25,104 26,217 10,805 42,967 105,093 60,775 23,542 1,612 2,887 88,816 2012 Financial Assets Cash and other cash items Due from BSP Due from other banks AFS investments - debt securities HTM securities, net Loans and advances, net Financial Liabilities Deposit liabilities Manager’s checks and demand drafts outstanding Accrued interest, taxes and others expenses Deferred credits and other liabilities Total maturity gap - 69 - - 69 - 272 281 - - 272 281 60,775 24,164 1,612 2,887 89,438 (P35,671) P2,053 P9,193 P40,080 P15,655 Market Risk Market risk the risk of loss, immediate or overtime due to adverse fluctuations in the price or market value of instruments, products, and transactions in the Bank’s overall portfolio. The value of these financial instruments may change as a result of changes in interest rate, foreign exchange rate, and other market changes. The Bank’s market risk originates from its inventory of foreign exchange and debt securities. The objective of market risk management is to manage and control the market risk exposures within acceptable parameters, while optimizing the return on investments. - 31 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS The Bank manages market risk inherent in the Bank’s portfolio using three measures namely: a) sensitivity analysis of the position or portfolio to market factors, b) factor volatility norm for estimating the expected movement in the market risk factor, and value-at-risk (VaR), which is a tool for measuring the potential loss from an unlikely adverse event in a normal market environment. Interest rate risk Interest rate risk involves the movements of rates across yield curves of one or more instruments. The principal risk to which financial instruments are exposed is the risk of loss from fluctuations in the future cash flows or fair values of financial instrument because of a change in market interest rates. The Bank manages its resources and liabilities so as to ensure that exposure to fluctuations in interest rates are kept within acceptable limits. Interest rate risk is managed principally through monitoring interest rate gaps and by having pre-approved limits for interest rate repricing. Bank’s management monitors compliance with these limits. The details of the Bank’s exposure to interest rate risk at the reporting date are shown below in reference to their contractual repricing or maturity dates (amounts in millions): 2013 Repricing Less than one year Financial Assets Due from BSP Due from other banks AFS investments - debt securities HTM securities, net Loans and advances, net Financial Liabilities Deposit liabilities Manager’s checks and demand drafts outstanding Accrued interest, taxes and others expenses Deferred credits and other liabilities 1 to 5 years P 40,884 P - Nonrepricing Total P26,418 916 37,968 6,172 144 P26,418 916 37,968 6,172 41,698 71,618 113,172 5 P 665 40,884 5 665 94,557 2,069 3,718 - 100,344 - - - 74 74 - - - 255 169 255 169 2,069 3,718 498 100,842 (P2,064) (P3,053) P71,120 P12,330 Over 5 years Nonrepricing Total 94,557 Total interest gap Over 5 years (P53,673) 2012 Repricing Financial Assets Due from BSP Due from other banks AFS investments - debt securities HTM securities, net Loans and advances, net Less than one year 1 to 5 years P 33,787 P 29 P - P22,325 1,258 38,275 6,862 1,362 P22,325 1,258 38,275 6,862 35,178 33,787 29 - 70,082 103,898 Forward - 32 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 2012 Repricing Financial Liabilities Deposit liabilities Manager’s checks and demand drafts outstanding Accrued interest, taxes and others expenses Deferred credits and other liabilities Total interest gap Less than one year 1 to 5 years Over 5 years 84,317 1,612 2,887 Nonrepricing - Total 88,816 - - - 69 69 - - - 272 281 272 281 84,317 1,612 2,887 622 89,438 (P50,530) (P1,583) (P2,887) P69,460 P14,460 The Bank computes stress test on interest sensitive assets and liabilities except for available forsale investments through gapping. The details of the reported stress testing on interest gaps at the reporting date are shown below: 2013 Less than one month 1 to 3 months Over 3 months Total P55,831 67,688 P9,703 4,272 P1,528 686 P67,062 72,646 (11,857) 5,431 842 (5,584) Cumulative asset - liability gap (P11,857) (P6,426) (P5,584) P - Foreign-denominated interest sensitive assets and liabilities Assets Liabilities P1,213 1,027 P 19,172 P 1,711 P1,213 21,910 186 (19,172) (1,711) (20,697) P186 (P18,986) (P20,697) Peso-denominated interest sensitive assets and liabilities Assets Liabilities Gap Gap Cumulative asset - liability gap P - 2012 Less than one month 1 to 3 months Over 3 months Total P41,039 59,859 P14,199 3,459 P2,443 869 P57,681 64,187 (18,820) 10,740 1,574 (6,506) Cumulative asset - liability gap (P18,820) (P8,080) (P6,506) P - Foreign-denominated interest sensitive assets and liabilities Assets Liabilities P1,068 1,027 P 17,581 P246 1,520 P1,314 20,128 41 (17,581) (1,274) (18,814) P41 (P17,540) (P18,814) Peso-denominated interest sensitive assets and liabilities Assets Liabilities Gap Gap Cumulative asset - liability gap - 33 - P - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS The details of the reported impact of negative gaps on net interest income at the reporting date are shown below (amounts in millions): 2013 Peso-denominated 50 bps increase in Php interest rates 100 bps increase in Php interest rates Foreign-denominated 50 bps increase in USD interest rates (in USD) 100 bps increase in USD interest rates (in USD) 50 bps increase in USD interest rates (in Php) 100 bps increase in USD interest rates (in Php) Peso-denominated 50 bps decrease in Php interest rates 100 bps decrease in Php interest rates Foreign-denominated 50 bps decrease in USD interest rates (in USD) 100 bps decrease in USD interest rates (in USD) 50 bps decrease in USD interest rates (in Php) 100 bps decrease in USD interest rates (in Php) 2012 Amount Percentage to Net Income Amount Percentage to Net Income (P57.18) (4.21%) (P32.52) (1.90%) (114.35) (8.42%) (65.06) (3.80%) (0.15) (2.29) (0.30) (4.58) (6.83) (0.50%) (94.10) (5.50%) (13.66) (1.01%) (188.21) (10.99%) 57.18 4.21% 32.52 1.90% 114.35 8.42% 65.06 3.80% 0.15 2.29 0.30 4.58 6.83 0.50% 94.10 5.50% 13.66 1.01% 188.21 10.99% The Bank also calculates price volatility on available for-sale investments (thru Modified duration) in case of changes in interest rates. The following details are shown below: 2013 Market value - 50 bps - 100 bps + 50 bps + 100 bps P 313,465 4,966,607 5,023,890 P 5,962 196,414 301,350 P 11,924 392,828 602,700 P (5,962) (196,414) (301,350) P (11,924) (392,828) (602,700) P10,303,962 P503,726 P1,007,452 (P503,726) (P1,007,452) $ 15,485 259,730 347,888 $ 145 9,636 19,398 $ 290 19,272 38,796 $ (145) (9,636) (19,398) $ (290) (19,272) (38,796) $623,103 $29,179 $58,358 ($29,179) ($58,358) Total in Php P27,664,527 P1,295,489 P2,590,978 (P1,295,489) (P2,590,978) Total (Peso and FX) P37,968,489 P1,799,215 P3,598,430 (P1,799,215) (P3,598,430) 4.74% 9.48% (4.74%) (9.48%) Peso-denominated Less than one year 1 to 3 years 3 to 5 years 5 to 15 years Over 15 years Foreign-denominated Less than one year 1 to 3 years 3 to 5 years 5 to 15 years Over 15 years Total in USD As percentage of AFS - 34 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 2012 Market value - 50 bps - 100 bps + 50 bps + 100 bps P 152,974 4,526,390 5,317,006 P 3,328 179,624 312,388 P 6,656 359,248 624,777 P (3,328) (179,624) (312,388) P (6,656) (359,248) (624,777) P9,996,370 P495,340 P990,681 (P495,340) (P990,681) $ 16,373 288,415 383,623 $ 222 11,202 24,897 $ 444 22,404 49,794 $ (222) (11,202) (24,897) $ (444) (22,404) (49,794) $688,411 $36,321 $72,642 ($36,321) ($72,642) Total in Php P28,278,550 P1,491,994 P2,983,988 (P1,491,994) (P2,983,988) Total (Peso and FX) P38,274,920 P1,987,334 P3,974,669 (P1,987,334) (P3,974,669) 5.20% 10.40% (5.20%) (10.40%) Peso-denominated Less than one year 1 to 3 years 3 to 5 years 5 to 15 years Over 15 years Foreign-denominated Less than one year 1 to 3 years 3 to 5 years 5 to 15 years Over 15 years Total in USD As percentage of AFS Foreign Exchange Risk Foreign exchange risk arises on financial instruments that are denominated in a foreign currency other than the functional currency in which they are measured. The Bank takes on exposure to effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. Information on the Bank’s foreign-denominated monetary assets and liabilities in their Philippine Peso equivalents follows (amounts in thousands): 2013 Financial Assets Cash and other cash items AFS investments HTM investments Loans and receivables Financial Liabilities Deposit liabilities Savings Time Accrued interest payable Deferred credits and other liabilities Net foreign currency denominated assets (liabilities) In Dollars In Peso $2,620 623,103 33,151 7,881 P116,310 27,664,527 1,471,861 349,513 666,755 29,602,211 23,125 599,831 1,296 506 1,026,682 26,631,300 57,556 22,166 624,758 27,737,704 $41,997 P1,864,507 Foreign currency liabilities generally consist of foreign currency deposits in the Bank's FCDU, which are generated from remittances to the Philippines by Filipino expatriates and overseas Filipino workers who retain for their own benefit or for the benefit of a third party. - 35 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Foreign currency deposits are generally used to fund the Bank's foreign currency denominated loans and FCDU investment portfolio. Banks are required by the BSP to match foreign currency assets with the foreign currency liabilities held through FCDUs. In addition, the BSP requires a 30% liquidity reserve on all foreign currency liabilities held through FCDUs. Bank policy is to maintain foreign currency exposure within acceptable limits and within existing regulatory guidelines. The Bank believes that its profile of foreign currency exposure on its assets and liabilities is within conservative limits for a financial institution engaged in the type of business in which the Bank is engaged. Operational Risk Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Bank’s processes, personnel, technology and infrastructure, and from external factors other than credit, market, and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behavior. Operational risks arise from Bank operations. The Bank’s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Bank’s reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity. The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management. This responsibility is supported by the development of overall standards for the management of operational risk in the following areas: • • • • • • • • • • Requirements for appropriate segregation of duties, including the independent authorization of transactions; Requirements for the reconciliation and monitoring of transactions; Compliance with regulatory and other legal requirements; Documentation of controls and procedures; Requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified; Requirements for the reporting of operational losses and proposed remedial action; Development of contingency plans; Training and professional development; Ethical and business standards; and Risk mitigation, including insurance where this is effective. Fair Value Estimation The table below presents a comparison of carrying amounts and estimated fair values of all of the Bank’s financial instruments as of December 31: 2013 Carrying amount Financial Assets Cash and other cash items Due from BSP Due from other banks Available-for-sale securities Held-to-maturity securities, net Loans and advances, net P1,008,992 26,417,998 916,087 38,532,327 6,171,861 41,697,860 Forward - 36 - Fair value P1,008,992 26,417,998 916,087 38,532,327 6,739,503 41,697,860 2012 Carrying amount P1,194,631 22,325,130 1,258,337 38,934,750 6,861,786 35,178,192 Fair value P1,194631 22,325,130 1,258,337 38,934,750 6,861,786 35,178,192 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 2013 Carrying amount Financial Liabilities Deposit liabilities Manager’s checks and demand drafts outstanding Accrued interest, taxes and others expenses Deferred credits and other liabilities Fair value 2012 Carrying amount Fair value 100,343,678 100,343,678 88,815,936 88,815,936 73,995 73,995 69,087 69,087 254,956 254,956 271,907 271,907 169,117 169,117 280,749 280,749 The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate such value: Cash and other cash items, due from BSP and other banks - 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, net - Fair values of loans and receivables are estimated using the discounted cash flow methodology, using the Bank’s current incremental lending rates for similar types of loans and receivables. Deposit liabilities (time, demand and savings deposits) - Fair values of time deposits are estimated using the discounted cash flow methodology, using the Bank’s current incremental borrowing rates for similar borrowings 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. 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 Bank’s total portfolio. - 37 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Fair Value Hierarchy As of December 31, 2013 and 2012, the fair value hierarchy of the Bank’s financial instruments measured at fair values is presented below (amounts in millions): Level 1 AFS investments Government securities Listed equity securities Others HTM investments Government securities P33,819 564 4,149 HTM investments Government securities P - Level 3 P - Total P33,819 564 4,149 6,172 - - 6,172 P44,704 P - P - P44,704 Level 1 AFS investments Government securities Listed equity securities Others 2013 Level 2 P37,260 660 1,015 2012 Level 2 P - Level 3 P - Total P37,260 660 1,015 6,862 - - 6,862 P45,797 P - P - P45,797 There were no transfers between levels 1 and 2 during the year. 6. Capital Risk Management The primary objectives of the Bank’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 Bank 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 Bank 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 The Bank manages its capital following the framework of Basel Committee on Banking Supervision Accord II (Basel II) and its implementation in the Philippines by the BSP. The BSP through its Circular 538 requires each bank and its financial affiliated subsidiaries to keep its Capital Adequacy Ratio (CAR) - the ratio of qualified capital to risk-weighted exposures - to be no less than 10%. In quantifying its CAR, the Bank currently uses the Standardized Approach (for credit risk and market risk) and the Basic Indicator Approach (for operational risk). Capital adequacy reports are filed with the BSP every quarter. Under existing BSP regulations, the determination of the Bank’s compliance with regulatory requirements and ratios is based on the amount of the Bank’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. - 38 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 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% for head office and branches. 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. 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 the capital adequacy framework of Basel Committee on Banking Supervision Accord II (Basel II). The new BSP guidelines took effect on July 1, 2007. The BSP through its Circular 538 requires each bank and its financial affiliated subsidiaries to keep its Capital Adequacy Ratio (CAR) - the ratio of qualified capital to risk-weighted exposures - to be no less than 10%. As of December 31, 2013 and 2012, the Bank’s CAR under BSP Circular No. 538 is 38.33% and 21.88%, respectively. The CAR of the Bank as of December 31, 2013 and December 31, 2012 are shown in the table below. 2013 2012 P16,588 172 P14,606 140 Gross qualifying capital Less: Required deductions 16,760 - 14,746 - Total qualifying capital 16,760 14,746 43,726 38.33% 67,383 21.88% Tier 1 capital Tier 2 capital Risk weighted assets CAR (%) The regulatory qualifying capital of the Bank consists of Tier 1 (core) capital, which comprises paid-up common stock, hybrid tier 1 capital securities, surplus including current year profit and surplus reserves less required deductions such as unsecured credit accommodations to DOSRI, deferred income tax, and goodwill, if any. Certain adjustments were made to the accounts and reserves of the Bank which were determined based on PFRS in order to conform to BSP’s requirements and guidelines in computing capital adequacy. The other component of regulatory capital is Tier 2 (supplementary) capital, which includes unsecured subordinated debt and general loan loss provision. The Bank has fully complied with the CAR requirement of the BSP for each of the period presented. As part of the reforms of the Philippine Stock Exchange (PSE) to expand capital market and improve transparency among listed firms, PSE requires listed entities to maintain a minimum of ten percent (10%) of their issued and outstanding shares, exclusive of any treasury shares, held by the public. The Bank has fully complied with this requirement. - 39 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 7. Cash and Cash Equivalents Cash and other cash items Due from BSP Due from other banks 2013 2012 P1,008,992 26,417,998 916,087 P1,194,631 22,325,130 1,258,337 P28,343,077 P24,778,098 Due from other banks represents balances of funds on deposit with domestic and other foreign banks, including Head office and other branches. 8. Available-for-sale Investments This account consists of: Debt securities Government securities Others Equity securities Listed Unlisted 2013 2012 P33,819,070 4,149,419 P37,260,146 1,014,774 37,968,489 38,274,920 563,670 168 659,662 168 563,838 659,830 P38,532,327 P38,934,750 Unlisted equity securities This account comprise 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 Bank intends to hold them for the long term. The movements in available-for-sale investments are summarized as follows: Balance at beginning of year Additions Disposals Amortization of discount - net Foreign exchange gain (loss) Unrealized fair value gain (loss) - 40 - 2013 2012 P38,934,750 10,491,171 (8,848,094) 25,495 1,834,558 (3,905,553) P32,237,285 15,617,721 (10,371,259) 176,743 (1,629,276) 2,903,536 P38,532,327 P38,934,750 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Net unrealized gain AFS investments include net unrealized fair value gain of P2.3 billion and P6.2 billion as of December 31, 2013 and 2012, respectively. The net unrealized fair value gains are recognized under other comprehensive income. No impairment loss on permanent decline in value was charged to operations on AFS investments in 2013, 2012 and 2011. The movement in net unrealized gains (loss) on AFS investments is as follow: 2013 2012 Beginning balance Fair value gain (loss) for the year P6,201,798 (3,905,553) P3,298,262 2,903,536 Ending balance P2,296,245 P6,201,798 The range of average interest rates (%) of AFS debt securities of the Bank for the years ended December 31 follows: Peso-denominated Foreign-denominated 2013 2012 3.25% - 6.25% 4.00% - 7.75% 3.88% - 6.25% 2.75% - 7.75% 9. Held-to-maturity Investments The movement in held-to-maturity investments is summarized as follows: Beginning balance Maturities Amortization of discount Foreign exchange gain/(loss) 2013 2012 P6,861,786 (825,605) 25,724 109,956 P7,028,742 (100,000) 27,037 (93,993) P6,171,861 P6,861,786 The range of average interest rates (%) of HTM investments of the Bank for the years ended December 31 follows: Peso-denominated Foreign-denominated - 41 - 2013 2012 5.00% - 9.00% 8.25% - 8.88% 5.00% - 9.00% 8.25% - 8.88% PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 10. Loans and Receivables This account consists of: Note 5 Loans receivable from customers Other receivables Accrued interest receivables Sales contract receivables Accounts receivable 11 Allowance for credit and impairment losses 2013 2012 P42,849,660 P36,243,942 911,341 32,044 26,120 914,629 42,750 30,048 43,819,165 (2,121,305) 37,231,369 (2,053,177) P41,697,860 P35,178,192 2013 2012 P21,649,979 P26,918,812 18,150,000 2,442,669 5,500,000 3,479,573 607,012 345,557 P42,849,660 P36,243,942 Receivable from customers consists of: Loans and receivables Repurchase agreements and certificate of assignments Agrarian reform Customers’ liabilities under letter of credit/trust receipts Interest income on loans and receivables consists of: Receivables from customers Items in litigation Sales contract receivables 2013 2012 2011 P2,048,387 16,415 2,333 P2,506,197 15,312 2,690 P2,564,137 17,771 2,785 P2,067,135 P2,524,199 P2,584,693 BSP Reporting Past due loans amounted to P1.14 billion (2.68% of total loan portfolio) and P1.18 billion (3.27 % of total loan portfolio) as of December 31, 2013, and 2012, respectively. BSP Circular 351 issued on September 19, 2002, authorizes banks that have no unbooked useful valuation reserves and capital adjustments required by the said regulatory body, to exclude from non-performing classification, loans classified as loss in the latest examination of the BSP which are fully covered by allowance for probable losses, provided that, interest on said loans shall not be accrued. - 42 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Non-performing accounts (over 30 days past due), net of accounts in the “loss” category and covered with 100% reserves (excluded under BSP Circular 351), are as follows: Non-performing accounts (NPL 30) Loss category loans with 100% reserves Net NPL 30 2013 2012 P1,148,806 (253,621) P1,184,881 (223,924) P895,185 P960,957 Non-performing loans (NPLs) represented approximately 2.68% and 3.27% of the loan receivable portfolio as of December 31, 2013 and 2012, respectively. Under banking regulations, NPLs shall, as a general rule, refer to loan accounts 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 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 non-performing. In the case of receivables that are payable in monthly installments, the total outstanding balance thereof shall be considered non-performing when three (3) or more installments are in arrears. In the case of receivables that are payable in daily, weekly, or semi-monthly installments, the total outstanding balance thereof shall be considered non-performing 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%) of the total receivable balance. Restructured receivables which do not meet the requirements to be treated as performing receivables shall also be considered as NPLs. As at December 31, 2013 and 2012, there were no outstanding loans to Bank Directors, Officers, Stockholders and Related Interests (DOSRI). The range of average interest rates (%) of loans and receivables of the Bank for the years ended December 31 follows: Commercial loans Peso Foreign Real estate mortgages 2013 2012 1.85% - 9.00% 1.85% - 9.00% 3.08% - 9.00% 3.08% - 9.00% 11. Allowance for Credit and Impairment Losses Allowance for credit and impairment losses relate to the following: Note 5 Loans receivable from customers Other receivables Accrued interest receivable Accounts receivable 10 - 43 - 2013 2012 P1,965,620 P1,897,491 131,393 24,292 131,393 24,293 P2,121,305 P2,053,177 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS With the foregoing level of allowance for credit and impairment losses, management believes that the Bank has sufficient allowance to take care of any losses that the Bank may incur from the non-collection or non-realization of its receivables and other risk assets. The changes in the allowance for credit and impairment losses on loans and receivables were as follows: 2013 2012 Balance at beginning of year Provision for the year Reclassifications P2,053,177 67,836 292 P1,953,295 110,768 (10,886) Balance at end of year P2,121,305 P2,053,177 12. Bank’s Premises, Furniture, Fixtures and Equipment For the Years Ended December 31, 2013 and 2012 Furniture, Building and Fixtures and Land Improvements Equipment Cost January 1, 2012 Additions Total P1,700,663 72,959 P758,646 74,477 P536,537 15,893 P2,995,846 163,329 December 31, 2012 Additions 1,773,622 61,308 833,123 20,899 552,430 29,280 3,159,175 111,487 December 31, 2013 1,834,930 854,022 581,710 3,270,662 Accumulated depreciation and amortization: January 1, 2012 Provision for the year - 248,989 37,046 432,612 22,774 681,601 59,820 December 31, 2012 Provision for the year - 286,035 39,423 455,386 36,084 741,421 75,507 December 31, 2013 - 325,458 491,470 816,928 Carrying value: December 31, 2013 P1,834,930 P528,564 P90,240 P2,453,734 December 31, 2012 P1,773,622 P547,088 P97,044 P2,417,754 - 44 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 13. Investment Properties For the Years Ended December 31, 2013 and 2012 Building and Land Improvements Total Cost: January 1, 2012 Additions Disposals P1,844,372 65,247 (207,862) P1,431,759 12,976 (17,131) P3,276,131 78,223 (224,993) December 31, 2012 Additions Disposals 1,701,757 72,430 (60,670) 1,427,604 9,713 (1,829) 3,129,361 82,143 (62,499) December 31, 2013 1,713,517 1,435,488 3,149,005 Accumulated depreciation and amortization: January 1, 2012 Provision for the year Disposals - 265,194 21,661 (16,368) 265,194 21,661 (16,368) December 31, 2012 Provision for the year Disposals - 270,487 23,466 (1,829) 270,487 23,466 (1,829) December 31, 2013 - 292,124 292,124 P14,200 9,855 P1,171 1,031 P15,371 10,886 December 31, 2012 Provision for the year 24,055 878 2,202 (1,171) 26,257 (293) December 31, 2013 24,933 1,031 25,964 December 31, 2013 P1,688,584 P1,142,333 P2,830,917 December 31, 2012 P1,677,702 P1,154,915 P2,832,617 Accumulated impairment losses: January 1, 2012 Provision for the year Carrying Value: The Bank’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 statement of income. The aggregate fair value of the investment properties amounted to P3.4 billion and P4.2 billion in 2013 and 2012, respectively. Fair value has been determined based on valuations made by independent and/or in-house appraisers. Valuations were derived on the basis of recent sales of similar properties in the same area as the investment properties and taking into account the economic conditions prevailing at the time the valuations were made. Direct operating expenses from investment properties of the Bank not generating rent income amounted to P69.12 million and P50.93 million in 2013 and 2012, respectively. - 45 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 14. Other Assets This account consists of: Inter-office float items Prepaid expenses Other investments Documentary stamps Software cost Returned checks and other cash items Miscellaneous 2013 2012 P22,191 54,177 21,023 20,756 14,171 1,437 19,611 P 51,154 20,723 11,329 19,400 3,862 78,660 P153,366 P185,128 Inter-office float items represent net due from/to head office accounts which arise from timing differences on recognition and are subsequently closed after the reporting date. Prepaid expenses consist of advance payment for taxes and insurance premium coverage. Other investments represent required minimum amount of investment infused to the various banking facilities to avail of its services and support the viability and sustainability of the banking network system. Miscellaneous assets consist mainly of utility deposits, security deposits and bid amount on auctioned properties. Movements in software cost are as follows: Cost: Beginning balance Additions Accumulated amortization: Beginning balance Amortization 2013 2012 P29,733 78 P22,246 7,487 29,811 29,733 10,333 5,307 5,785 4,548 15,640 10,333 P14,171 P19,400 15. Deposit Liabilities Non-FCDU deposit liabilities are subject to liquidity reserves equivalent to 11.00% starting July 15, 2005 (under BSP Circular No. 491), and statutory reserve equivalent to 10.00% starting August 5, 2011 (under BSP Circular No. 732). Prior to August 5, 2011, statutory reserve equivalent was 9.00%. In accordance with BSP Circular No. 753 issued in 2012, reserve requirement effective on the April 6, 2012 reserve week shall be 18.00% for deposits and deposit substitutes and 3.00% for long-term negotiable certificates of deposits. As of December 31, 2013 and 2012, the Bank is in compliance with such regulations. - 46 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Available reserves of the Bank per latest report submitted to the BSP are as follows: Cash and other cash items Due from BSP 2013 2012 P1,008,992 26,417,998 P1,194,631 22,325,130 P27,426,990 P23,519,761 Interest expense related to the deposit liabilities account consists of: Savings Time 2013 2012 2011 P1,955,299 1,016,146 P2,138,080 953,356 P2,158,065 951,905 P2,971,445 P3,091,436 P3,109,970 2013 2012 P66,363 15,401 173,192 P71,165 11,253 189,489 P254,956 P271,907 2013 2012 P41,619 20,564 20,494 11,659 17,928 311 109 56,433 P33,973 9,266 23,156 8,784 12,546 311 45,671 77,142 20,920 48,980 P169,117 P280,749 16. Accrued Taxes, Interest and Other Expenses This account consists of: Accrued interest payable Accrued income and other taxes payable Other Others represent accrued profit sharing. 17. Deferred Credits and Other Liabilities This account consists of: Accounts payable Outstanding acceptances Deferred revenue Due to the Treasure of the Philippines Sundry credits Marginal deposits Cash letters of credit Inter-office float items Due to BSP Others Inter-office float items represent net due from/to head office accounts which arise from timing differences on recognition and are subsequently closed after the reporting date. Accounts payable comprise of accrued payroll and tellers’ honorarium. - 47 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Deferred revenue consists of unearned rental income and advance deposits. Others consist mainly of withholding taxes payable, deposits, dormant deposit accounts and other miscellaneous liabilities. 18. Equity The Bank’s share capital consists of: Authorized – 2.2 billion shares at P10 par value Issued and fully paid: Balance at beginning of year (1.0 billion shares) Issuances Balance at end of year 2013 2012 P22,000,000 P22,000,000 10,000,000 - 10,000,000 - P10,000,000 P10,000,000 2013 2012 P320 33,342 38,658 P320 33,342 38,658 P72,320 P72,320 Reserve The Bank’s reserves consist of: Reserve for trust business Reserve for self-insurance Reserve for contingencies In compliance with existing BSP regulations, 10.00% of the Bank’s income from trust business is appropriated to surplus reserves. This yearly appropriation is required until the surplus reserve for trust business equals 20.00% of the Bank’s regulatory net worth. Reserve for self-insurance represents the amount set aside to cover losses due to fire, defalcation by and other unlawful acts of the Bank’s personnel or third parties. 19. Earnings Per Share 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 (in hundreds): Net income Weighted average of common shares outstanding 2013 2012 2011 P1,357,021,713 P1,711,030,778 P2,021,634,501 1,000,000,000 1,000,000,000 830,850,000 P1.36 P1.71 P2.43 As of December 31, 2013, 2012 and 2011, there were no outstanding dilutive potential common shares. - 48 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 20. Other Operating Income This account consists of: Gain on sale of investments Rental income Dividend income Gain on sale of assets Recovery from charged-off assets Loss from trust operations Miscellaneous 2013 2012 2011 P1,049,201 32,029 19,434 19,661 P979,927 35,844 12,509 29,474 P1,193,808 37,571 482 18,650 (3,712) 38,409 69 (3,558) 7,306 1,862 (3,101) 16,720 P1,155,022 P1,061,571 P1,265,992 2013 2012 2011 P644,795 39,105 12,278 11,959 P609,144 36,452 11,856 12,065 P610,545 34,671 11,505 10,724 P708,137 P669,517 P667,445 21. Compensation and Employee Benefits This account consists of: Salaries and other employee benefits Retirement SSS, HDMF and Philhealth premiums Dental, medical and hospitalization Retirement benefits The Bank has a funded, defined contribution (DC) plan for qualifying employees. Under the plan, the employees are entitled to retirement benefits in relation to the proportion of the fair value of the total contributions on their attainment of the retirement age. The assets of the fund are being administered by trustees and are held separately from those of the Bank. Under the R.A. 7641 – “The Retirement Pay Law”, the Bank also provides for its qualified employees a defined benefit (DB) minimum guarantee, which is equivalent to a certain percentage of the monthly salary payable to an employee at normal retirement age with the required credited years of service. As of December 31, 2013 and 2012, the present value of the DB minimum guarantee under the Retirement Pay Law amounted to P8.1 million. The Bank has no unallocated DC plan assets as of December 31, 2013 and 2012. The Bank is exposed to the risk of changes in government securities yields, wherein a decrease in government securities yields will increase the projected DB minimum guarantee, although this will be partially offset by an increase in the value of any unallocated plan assets’ securities holdings. - 49 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Following are the details of the present value of the DB minimum guarantee obligation: Present value of obligation, beginning Interest expense Current service cost Remeasurement loss (gain) on: Experience adjustments Changes in financial assumptions 2013 2012 P8,116 438 117 P14,136 877 218 (655) 47 (7,164) 49 P8,063 P8,116 Following are the details of the total retirement expense recognized for the DB minimum guarantee obligation and DC plan contributions: Interest expense Current service cost Additional retirement expense recognized Retirement expense on DC plan (contribution during the year) 2013 2012 P438 117 P877 218 555 1,095 38,550 35,357 P39,105 P36,452 The Bank’s assumptions are based on actual historical experience and external data regarding salary and discount rate trends. The Bank considers that it is impracticable to disclose with sufficient reliability the possible effects of sensitivities surrounding the estimation of DB obligation. 22. Occupancy and Equipment - Related Expenses This account consists of: Depreciation and amortization Rentals - 50 - 2013 2012 2011 P104,280 68,308 P86,029 62,675 P115,212 59,200 P172,588 P148,704 P174,412 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 23. Other Operating Expenses This account consists of: Insurance Taxes and licenses Security, messengerial and janitorial Communication, light and water Supervision and examination fees Litigation on assets acquired Promotion and business development Information technology Repairs and maintenance Stationary and office supplies Documentary stamps Transportation Professional fees Donation and contribution Magazines and periodicals Miscellaneous 2013 2012 2011 P189,924 170,726 114,178 54,272 31,214 26,519 14,419 13,977 10,562 7,237 5,240 4,725 3,455 1,312 470 21,381 P181,631 203,886 101,414 55,709 28,791 36,667 13,716 7,225 7,907 6,857 9,381 5,367 4,090 1,002 486 17,166 P170,734 238,912 100,757 53,441 23,586 73,329 27,663 10,444 8,559 6,563 25,146 5,389 3,173 118 598 20,243 P669,611 P681,295 P768,655 24. Leases Operating lease commitments - Bank as a lessor Included in Bank’s premises are properties of which a portion is being leased out to earn rentals. The Bank determines that a significant portion of these leased properties is being used for administrative purposes and or for Bank operations. These non-cancellable leases have escalation clauses based on prevailing market condition. Rent income from leased properties which is included in ‘Miscellaneous income’ account in the statement of income amounted to P32.0 million, P35.8 million and P37.6 million for the years ended December 31, 2013, 2012 and 2011, respectively (see Note 20). Future minimum rental receivables under operating leases as of December 31 are as follows: Within one year After one year but not more than five years After more than five years 2013 2012 P25,958 124,493 265,550 P29,131 126,728 290,150 P416,001 P446,009 Operating lease commitments - Bank as a lessee The Bank leases a number of branch and office premises under non-cancellable operating leases. The leases typically run for a period up to 5 years, with the option to renew the lease after that date. Lease payments are increased every three to five years to reflect market rentals. Rental expense which is included in “Occupancy and equipment-related expenses” amounted to P68.31 million, P62.68 and P59.20 million for the years ended December 31, 2013, 2012 and 2011, respectively (see Note 22). - 51 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Future minimum rental payables under operating leases as of December 31 are as follows: 2013 2012 P61,076 108,420 84,423 P47,412 137,298 71,793 P253,919 P256,503 Within one year After one year but not more than five years After more than five years 25. Related Party Transactions In the ordinary course of business, the Company has transactions with related parties summarized as follows: The following transactions were carried out with related parties: Related Party Transactions 2013 Amount Terms and conditions Centro Escolar University - Under common control Rent Income P 24 million Lease transaction – lessor. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Rental expense 0.53 million Lease transaction – lessee. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Investment in shares of stock 2.2 million Savings and current deposits P6.5 million 206,498 common unimpaired. shares; fully paid; Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Euro-Med Laboratories, Inc. - Under common control Savings and current deposits P127.81million Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Investment in 547.67 million shares of stock 365,111,291 common shares; fully paid; unimpaired. Manila Bulletin Publishing Corp. - Under common control Advertising services P2.10 million Advertising rates charged are the same as charged to regular customers; Unsecured and will be settled in cash. Savings and current deposits 17.83 million Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Rental income 1.20 million Lease transaction – lessor. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. - 52 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Related Party Transactions 2013 Amount Terms and conditions CafeFrance Corporation - Under common control Savings and current deposits 0.033 million Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Rental income 0.60 million Lease transaction – lessor. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Cocusphil Development Corporation - Under common control Related Party Savings and current deposits 2.20 million Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Rental expense 1.88 million Lease transaction – lessee. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Transactions 2012 Amount Terms and conditions Centro Escolar University - Under common control Rental expense P0.51 million Lease transaction – lessee. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Rental income 23.70 million Lease transaction – lessor. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Investment in shares of stock 2.46 million 206,498 common shares; fully paid; unimpaired. Euro-Med Laboratories, Inc. - Under common control Savings and current deposits P15.90 million Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Investment in shares of stock 657.20 million 365,111,291 common shares; fully paid; unimpaired. Forward - 53 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Related Party 2012 Amount Transactions Terms and conditions Manila Bulletin Publishing Corp. -Under common control Advertising services 10.50 million Savings and current deposits 38.30 million Rental income 1.10 million Advertising rates charged are the same as charged to regular customers; Unsecured and will be settled in cash. Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Lease transaction – lessor. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. CafeFrance Corporation - Under common control Savings and current deposits 32.70 million Earn interest at the prevailing bank deposit rates; unimpaired; and unrestricted as to withdrawals. Rental income 0.25 million Lease transaction – lessor. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Cocusphil Development Corporation- under common control Rental income 0.63 million Lease transaction – lessor. Lease term is for one (1) year period and renewable annually upon mutual agreement of the parties. Compensation of Key Management Personnel Compensation of key management personnel included under compensation and employee benefits in the statements of income follows: Short-term employee benefits Post-employment pension benefits 2013 2012 2011 P142,493 36,823 P138,391 5,350 P123,188 24,281 P179,316 P143,741 P147,469 Regulatory Reporting In the ordinary course of business, the Bank has loans and other transactions with its directors, officers, stockholders and related interests (DOSRI). Under the Bank’s policy, these loans and other transactions are made substantially on the same terms as with other individuals and businesses of comparable risks. The amount of individual loans to DOSRI, of which 70% must be secured, should not exceed the amount of their respective deposits and book value of their respective investments in the Bank. In the aggregate, loans to DOSRI generally should not exceed the Bank’s total capital funds or 15.00% of the Bank’s total loan portfolio, whichever is lower. As of December 31, 2013 and 2012, the Bank has complied with all these regulatory requirements. BSP Circular No. 423 dated March 15, 2004 amended the definition of DOSRI accounts. In January 31, 2007, BSP Circular No. 560 was issued providing the rules and regulations that govern loans, other credit accommodations and guarantees granted to subsidiaries and affiliates of banks and quasi-banks. Under the said circular, the total outstanding exposures of the bank - 54 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS shall not exceed 10.00% of the bank’s net worth, the unsecured portion of which shall not exceed 5.00% of such net worth. Further, the total outstanding exposures to subsidiaries and affiliates shall not exceed 20.00% of the net worth of the lending bank. BSP Circular No. 560 is effective February 15, 2007. As at December 31, 2013 and 2012, there were no outstanding loans and advances to Bank Directors, Officers, Stockholders and Related Interests (DOSRI). 26. Income 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 statement of income. Effective in May 2004, RA No. 9294 restored the tax exemption of FCDUs and offshore banking units (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. FCDU offshore income is tax-exempt while interest income on deposit placements with other FCDU and offshore banking units (OBUs) is taxed at 7.50%. All other income of the FCDU is subject to the 30.00% corporate tax. The components of income tax expense (benefit) are as follows: Current taxes Deferred income tax 2013 2012 P303,079 138,726 P298,042 (120,714) P441,805 P177,328 The reconciliation of the statutory tax rate on income before income tax to the Bank’s effective tax rate is as follows: Income before income tax Statutory income tax Tax effects of: FCDU income Interest income subjected to final tax Non-taxable income Non-deductible expenses Unrecognized DTA and expiration of NOLCO 2013 2012 2011 P1,798,827 P1,888,358 P2,249,977 P539,648 P566,508 P674,993 (321,274) (364,393) (393,706) (559,417) (16,919) 499,074 (493,550) (17,093) 386,720 (494,695) (18,304) 450,721 300,693 99,136 9,334 P441,805 P177,328 P228,343 - 55 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Deferred tax assets arise from the following: Allowance for credit and impairment losses MCIT NOLCO Retirement benefit obligation 2013 2012 P644,181 15,290 108,468 2,419 P623,830 15,048 267,954 2,435 P770,358 P909,267 The component of deferred tax assets not recognized by the Bank as at December 31, 2013 is as follows: Deductible Temporary Differences/ Unused Tax Credits Deferred Tax Asset P470,689 P141,207 NOLCO Details of NOLCO are as follows: Year of incurrence Year of expiry 2010 2011 2012 2013 2013 2014 2015 2016 Amount Applied Expired Balance P531,614 31,114 330,452 470,689 P - P531,614 - P 31,114 330,452 470,689 P1,363,869 P - P531,614 P832,255 Expired Balance Details of MCIT are as follows: Year of incurrence Year of expiry Amount 2011 2012 2013 2014 2015 2016 P11,787 3,261 242 P - P - P11,787 3,261 242 P15,290 P - P - P15,290 Applied 27. Restatement During the year, the Bank adopted the revised PAS 19 and PIC Q&A No. 2013-03, which are effective beginning January 1, 2013. As discussed in Note 3, the Q&A provided a guidance in accounting for post-employment benefits for an entity which has opted to provide a defined contribution plan as its only post-employment benefit plan despite the minimum retirement benefits required to be provided to employees under RA 7641. Such benefits due under RA 7641 are accounted for as defined benefit plan under the revised PAS 19. Further, the Revised PAS 19 eliminated the corridor approach and requires the recognition of all of the Bank’s actuarial gains/losses and past service cost on the projected DB minimum guarantee under RA 7641, immediately in other comprehensive income and profit or loss, respectively. - 56 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Also, the Bank reversed the deferred tax effect recognized in the previous years on its unrealized gain on fair value movements of AFS investments, to reflect the actual tax consequence of these investments upon derecognition. In effecting the restatements, the Bank adjusted the amounts reported previously in the financial statements as at the beginning of the earliest period presented. The effects of such restatement on remeasurements of retirement benefit obligation on DB minimum guarantee, deferred tax liabilities, unrealized gain (loss) on AFS investments, surplus, net income (loss) and total equity are summarized in the tables below: 2012 Remeasurements of retirement benefit obligation As previously reported Effect of restatement Revised PAS 19 Deferred tax effect Deferred tax on unrealized gain on AFS investment P - Unrealized gain (losses) on AFS investments Surplus Net income Total equity P4,341,258 P4,671,564 P1,711,796 P20,796,938 (15,381) 4,614 (1,094) 328 (8,115) 2,434 8,360 (2,508) - As restated - 1,860,540 P5,852 P6,201,798 Remeasurements of retirement benefit obligation Unrealized gain (losses) on AFS investments P2,308,784 - - P4,660,797 1,860,540 P1,711,030 P22,651,797 Surplus Net income Total equity P6,031,927 P2,022,637 P17,052,668 (13,948) 4,184 (1,433) 430 (14,137) 4,241 2011 As previously reported Effect of restatement Revised PAS 19 Deferred tax effect Deferred tax on unrealized gain on AFS investment As restated P 1,244 (373) - - 989,478 P871 P3,298,262 989,478 P6,022,163 P2,021,634 P18,032,250 The effects of this restatement on total assets and total liabilities are summarized in the table below: 2012 2011 Total assets Total liabilities Total assets Total liabilities As previously reported Effect of restatement Revised PAS 19 Deferred tax effect Deferred tax on unrealized gain on AFS investment P111,188,324 P90,391,387 P105,400,177 P88,347,509 906,833 (953,708) 771,205 (218,272) As restated P112,097,592 P89,445,795 P106,175,623 P88,143,373 8,116 2,435 - 57 - 14,136 4,241 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 28. Trust Operations Securities and other properties (other than deposits) held by the Bank in fiduciary or agency capacities for clients and beneficiaries are not included in the accompanying statements of financial position since these are not assets of the Bank (see Note 29). In compliance with the requirements of current banking regulations relative to the Bank’s trust functions: (a) government securities included under held to maturity investments in the statement of financial position with a total face value of P10 million as of December 31, 2013 and 2012 are deposited with the BSP as security for the Bank’s faithful compliance with its fiduciary obligations; and (b) a certain percentage of the Bank’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 Bank’s authorized share capital. 29. Commitments and Contingent Assets and Liabilities In the normal course of the Bank’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 Bank with the equivalent peso contractual amounts: Note 28 Trust department accounts Unused commercial letters of credit Late deposits/payments received Inward bills for collection Outward bills for collection Outstanding guarantees issued Items held as collateral Others 2013 2012 P775,028 336,653 61,342 13,078 1,646 6,204 3 1,293 P746,836 220,729 31,729 12,054 5,053 483 2 - P1,195,247 P1,016,886 30. Financial Performance Ratios The key financial performance indicators of the Bank are presented below: Return on average equity Return on average assets Net margin Capital to risk assets - 58 - 2013 2012 6.35% 1.16% 21.24% 38.33% 8.41% 1.57% 25.26% 21.88% PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS 31. Supplementary Information Required by the Bureau of Internal Revenue (BIR) I. Revenue Regulation No. 15-2010 On December 28, 2010, Revenue Regulation (RR) No. 15-2010 became effective and amended certain provisions of RR No. 21-2002 prescribing the manner of compliance with any documentary and/or procedural requirements in connection with the preparation and submission of financial statements and income tax returns. Section 2 of RR No. 21-2002 was further amended to include in the Notes to the Financial Statements information on taxes, duties and license fees paid or accrued during the year in addition to what is mandated by PFRS. Below is the additional information required by RR No. 15-2010. This information is presented for purposes of filing with the BIR and is not a required part of the basic financial statements. A. Creditable Withholding Taxes 2013 2012 Balance at beginning of year Add: Tax withheld for income payments Less: Tax credit used against current income tax P3,765 5,946 (241) P2,619 4,407 (3,261) Balance at end of year P9,470 P3,765 2013 2012 P132,347 12,140 443,395 P132,222 12,682 427,993 P587,882 P572,897 2013 2012 P137,733 5,299 12,603 15,091 P172,042 7,461 10,826 13,557 P170,726 P203,886 B. Withholding Taxes Withholding tax on compensation and benefits Expanded withholding taxes Final withholding tax C. All Other Local and National Taxes Gross receipts tax Real property taxes Business permits and licenses Other taxes The above local and national taxes are lodged under Taxes and licenses account in operating expenses. - 59 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS II. Revenue Regulation No. 19-2011 RR No. 19-2011 prescribes the new BIR forms that should be used for income tax filing covering and starting with the calendar year 2011 and modifies Revenue Memorandum Circular No. 57-2011. The Guidelines and Instructions Section of the new BIR Form 1702 (version November 2011) requires an attachment to the income tax returns is an Account Information Form and/or Financial Statements that include in the Notes to Financial Statements schedules of sales/receipts/fees, cost of sales/services, non-operating and taxable other income, itemized deductions (if the taxpayer did not avail of the Optional Standard Deduction or OSD), taxes and licenses and other information prescribed to be disclosed in the Notes to the Financial statements. The Bank’s schedules for the year ended December 31, 2013 are as follows: A. Fees Interest income P2,067,304 B. Cost of Services Interest expense Compensation Insurance Supervision and examination fees Fines, Penalties and other charges P1,455,322 693,899 118,786 18,621 2,627 Total cost of services P2,289,255 C. Non-operating and Taxable Other Income Foreign exchange gain Service charges, commissions and fees Other income P96,519 47,016 90,489 234,024 D. Itemized Deductions Nature of Expense Taxes and licenses Security, messengerial and janitorial Depreciation and amortization Rent Communication light and water Promotion and business development Stationery and office supplies Repairs and maintenance Insurance Documentary stamps Forward - 60 - P167,984 74,458 68,004 44,545 35,392 9,403 7,110 6,888 5,068 3,417 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) NOTES TO THE FINANCIAL STATEMENTS Nature of Expense Management and other professional fees Transportation Donation and other contributions Miscellaneous Total expenses E. P3,353 3,081 855 53,204 P482,762 Taxes and Licenses Nature Amount Percentage taxes for year 2013 Business permits and licenses Real property taxes for Head Office and Branches Community tax for Head Office Other taxes P137,733 12,592 5,299 11 15,091 P170,726 - 61 - PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule I RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION As of December 31, 2013 (Amounts in thousands) Unappropriated Retained Earnings, beginning Net income during the period closed to Retained Earnings Less: Non-actual/unrealized income net of tax Equity in net income of associate/joint venture Unrealized foreign exchange gain - net (except those attributable to Cash and Cash Equivalents) Unrealized actuarial gain Fair value adjustments (M2M gains) Fair value adjustment of Investment Property resulting to gain adjustment due to deviation from PFRS/GAAP-gain Other unrealized gains or adjustments to the retained earnings as a result of certain transactions accounted for under the PFRS Add: Non-actual losses Depreciation on revaluation increment (after tax) Adjustment due to deviation from PFRS/GAAPloss Loss on fair value adjustment to investment property (after tax) P6,371,827 Net income actually earned/realized during the period 1,357,022 Add (Less): Dividend declarations during the period Appropriations of Retained Earnings during the period Reversals of appropriations Treasury shares TOTAL RETAINED EARNINGS, END AVAILABLE FOR DIVIDEND 1,357,022 - P7,728,849 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule II Financial Soundness Indicators As of December 31, 2013 Current Ratio(1) Debt to Equity Ratio(2) Asset to Equity Ratio(3) Interest Coverage Ratio(4) Profit Margin Ratio(5) Return on Assets(6) Return on Equity(7) Solvency Ratio(8) (1) (2) (3) (4) (5) (6) (7) (8) 2013 0.696 5.016 6.016 1.605 0.212 0.012 0.063 0.015 2012 0.672 3.949 4.949 1.611 0.260 0.016 0.084 0.021 Current ratio is measured as current assets divided by current liabilities. Debt to equity ratio is measured as total liabilities divided by total equity. Asset to equity ratio is measured as total assets divided by total equity. Interest coverage ratio is measured by EBIT, or earnings before interest and taxes, divided by total financing costs. Profit margin ratio is derived by dividing net income with total revenues. Return on assets is measured by dividing net income with average total assets. Return on equity is measured by dividing net income with average total revenues. Solvency ratio is measured by dividing net income after tax plus depreciation with total liabilities. PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule III List of Philippine Financial Reporting Standards (PFRS) Effective as of December 31, 2013 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Effective as of December 31, 2013 Framework for the Preparation and Presentation of Financial Statements Not Adopted Not Applicable Conceptual Framework Phase A: Objectives and qualitative characteristics PFRS Practice Statement Management Commentary Philippine Financial Reporting Standards PFRS 1 (Revised) PFRS 2 First-time Adoption of Philippine Financial Reporting Standards Amendments to PFRS 1 and PAS 27: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Amendments to PFRS 1: Additional Exemptions for First-time Adopters Amendment to PFRS 1: Limited Exemption from Comparative PFRS 7 Disclosures for First-time Adopters Amendments to PFRS 1: Severe Hyperinflation and Removal of Fixed Date for First-time Adopters Amendments to PFRS 1: Government Loans Share-based Payment Amendments to PFRS 2: Vesting Conditions and Cancellations Amendments to PFRS 2: Group Cash-settled Share-based Payment Transactions PFRS 3 (Revised) Business Combinations PFRS 4 Insurance Contracts Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts PFRS 5 Non-current Assets Held for Sale and Discontinued Operations PFRS 6 Exploration for and Evaluation of Mineral Resources PFRS 7 Financial Instruments: Disclosures Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and Transition Amendments to PFRS 7: Improving Disclosures about Financial Instruments Amendments to PFRS 7: Disclosures - Transfers of Financial Assets Amendments to PFRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities Amendments to PFRS 7: Mandatory Effective Date of PFRS 9 and Transition Disclosures PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Effective as of December 31, 2013 Not Adopted PFRS 8 Operating Segments PFRS 9* Financial Instruments Amendments to PFRS 9: Mandatory Effective Date of PFRS 9 and Transition Disclosures PFRS 10 Not Applicable Consolidated Financial Statements Amendments to PFRS 10, 12 and PAS 27 - Consolidation for Investment Entities * PFRS 11 Joint Arrangements PFRS 12 Disclosure of Interests in Other Entities Amendments to PFRS 10, 12 and PAS 27 - Consolidation for Investment Entities * PFRS 13 Fair Value Measurement Philippine Accounting Standards PAS 1 (Revised) Presentation of Financial Statements Amendment to PAS 1: Capital Disclosures Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation Amendments to PAS 1: Presentation of Items of Other Comprehensive Income PAS 2 Inventories PAS 7 Statement of Cash Flows PAS 8 Accounting Policies, Changes in Accounting Estimates and Errors PAS 10 Events after the Reporting Period PAS 11 Construction Contracts PAS 12 Income Taxes Amendment to PAS 12 - Deferred Tax: Recovery of Underlying Assets PAS 16 Property, Plant and Equipment PAS 17 Leases PAS 18 Revenue PAS 19 Employee Benefits Amendments to PAS 19: Actuarial Gains and Losses, Group Plans and Disclosures PAS 19 (Amended) Employee Benefits PAS 20 Accounting for Government Grants and Disclosure of Government Assistance PAS 21 The Effects of Changes in Foreign Exchange Rates Amendment: Net Investment in a Foreign Operation PAS 23 (Revised) Borrowing Costs PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Effective as of December 31, 2013 Not Adopted Not Applicable PAS 24 (Revised) Related Party Disclosures PAS 26 Accounting and Reporting by Retirement Benefit Plans PAS 27 Consolidated and Separate Financial Statements Amendments to PFRS 10, 12 and PAS 27 - Consolidation for Investment Entities * PAS 27 (Amended) Separate Financial Statements PAS 28 Investments in Associates PAS 28 (Amended) Investments in Associates and Joint Ventures PAS 29 Financial Reporting in Hyperinflationary Economies PAS 31 Interests in Joint Ventures PAS 32 Financial Instruments: Disclosure and Presentation Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation Amendment to PAS 32: Classification of Rights Issues Amendments to PAS 32: Offsetting Financial Assets and Financial Liabilities Amendments to PAS 32: Offsetting Financial Assets and Financial Liabilities – clarifications* PAS 33 Earnings per Share PAS 34 Interim Financial Reporting PAS 36 Impairment of Assets Amendments to PAS 36: Recoverable Amount Disclosures* PAS 37 Provisions, Contingent Liabilities and Contingent Assets PAS 38 Intangible Assets PAS 39 Financial Instruments: Recognition and Measurement Amendments to PAS 39: Transition and Initial Recognition of Financial Assets and Financial Liabilities Amendments to PAS 39: Cash Flow Hedge Accounting of Forecast Intragroup Transactions Amendments to PAS 39: The Fair Value Option Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets – Effective Date and Transition Amendments to Philippine Interpretation IFRIC–9 and PAS 39: Embedded Derivatives Amendment to PAS 39: Eligible Hedged Items PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Effective as of December 31, 2013 Investment Property PAS 41 Agriculture Not Applicable Amendment to PAS 39: Novation of Derivatives PAS 40 Not Adopted Philippine Interpretations IFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities IFRIC 2 Members' Share in Co-operative Entities and Similar Instruments IFRIC 4 Determining Whether an Arrangement Contains a Lease IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds IFRIC 6 Liabilities arising from Participating in a Specific Market Waste Electrical and Electronic Equipment IFRIC 7 Applying the Restatement Approach under PAS 29 Financial Reporting in Hyperinflationary Economies IFRIC 8 Scope of PFRS 2 IFRIC 9 Reassessment of Embedded Derivatives Amendments to Philippine Interpretation IFRIC–9 and PAS 39: Embedded Derivatives IFRIC 10 Interim Financial Reporting and Impairment IFRIC 11 PFRS 2- Group and Treasury Share Transactions IFRIC 12 Service Concession Arrangements IFRIC 13 Customer Loyalty Programmes IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction Amendments to Philippine Interpretations IFRIC- 14, Prepayments of a Minimum Funding Requirement IFRIC 15* Agreements for the Construction of Real Estate IFRIC 16 Hedges of a Net Investment in a Foreign Operation IFRIC 17 Distributions of Non-cash Assets to Owners IFRIC 18 Transfers of Assets from Customers IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine IFRIC 21* Levies SIC-7 Introduction of the Euro SIC-10 Government Assistance - No Specific Relation to Operating Activities SIC-12 Consolidation - Special Purpose Entities Amendment to SIC - 12: Scope of SIC 12 Jointly Controlled Entities - Non-Monetary Contributions by Venturers SIC-13 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Effective as of December 31, 2013 Not Adopted Not Applicable SIC-15 Operating Leases - Incentives SIC-21 Income Taxes – Recovery of Revalued Non-Depreciable Assets SIC-25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease SIC-29 Service Concession Arrangements: Disclosures. Revenue - Barter Transactions Involving Advertising Services Intangible Assets - Web Site Costs SIC-31 SIC-32 * These are standards, interpretations and amendments to existing standards that have been issued but not yet effective as at December 31, 2013. PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule A – Financial Assets December 31, 2013 Name of issuing entity and association of each issue Number of shares or principal amount of bonds or notes Amount shown on the balance sheet Valued based on market quotation at balance sheet date P1,008,992,095 P1,008,992,095 26,417,997,780 916,086,724 26,417,997,780 916,086,724 344,379,586 493,669 P28,343,076,599 P28,343,076,599 P344,873,255 365,111,291 shares 206,498 shares 34,296 shares 2,883 shares P547,666,936 2,234,308 8,608,296 180,188 P547,666,936 2,234,308 8,608,296 180,188 1,868 shares 1 share 4,980,088 120,200 4,980,088 120,200 1 share 1 share 27,000 20,700 27,000 20,700 365,356,839 shares 563,837,716 563,837,716 Cash and cash equivalents Cash and other cash items Due from Bangko Sentral ng Pilipinas (BSP) Due from other banks AFS investments – equity securities Euromed Lab. Phil., Inc. Centro Escolar University Manila Electric Company San Miguel Corp. Philippine Long Distance Corporation Casino Espanol De Manila Philippine Columbian Association Manila Executive Center Income received and accrued P - P 19,433,788 19,433,788 Name of issuing entity and association of each issue AFS investments – debt securities PIBD0718H511 PIBD0719D531 PIBD1022H562 PIBD1022I570 PIBD0517K719 PIBD0719K560 PIID1021J039 PIID1023H046 PIID1526J019 PIID1527C023 PIID2032C014 PIID2537J015 PIBD2032B183 PIBD2033C206 ISIN US718286BK23 ISIN:US718286BD89 ISIN:US718286BG11 ISIN:USY7083VAD11 ISIN:USY7083VAB54 ISIN:US718286BW60 ISIN:US718286BB24 ISIN:US718286BN61 PHY6972FTP53/ODTB1023L018 Forward Number of shares or principal amount of bonds or notes Amount shown on the balance sheet Valued based on market quotation at balance sheet date Income received and accrued P150,000,000 500,000,000 500,000,000 50,000,000 149,710,000 50,000,000 500,000,000 1,000,000,000 500,000,000 1,500,000,000 1,400,000,000 800,000,000 1,200,000,000 1,400,000,000 4,586,313,400 3,551,840,000 3,818,228,000 942,036,764 1,243,144,000 3,551,840,000 599,373,000 1,437,385,250 1,389,657,400 P159,381,900 534,336,500 543,086,000 53,961,350 154,083,029 51,225,500 564,799,500 971,797,000 598,402,500 1,648,998,000 1,556,066,400 883,278,400 1,358,197,200 1,226,348,200 4,777,288,733 4,197,848,659 4,567,746,156 1,154,748,665 1,481,579,019 3,720,552,400 794,169,225 1,595,497,628 1,225,677,827 P159,381,900 534,336,500 543,086,000 53,961,350 154,083,029 51,225,500 564,799,500 971,797,000 598,402,500 1,648,998,000 1,556,066,400 883,278,400 1,358,197,200 1,226,348,200 4,777,288,733 4,197,848,659 4,567,746,156 1,154,748,665 1,481,579,019 3,720,552,400 794,169,225 1,595,497,628 1,225,677,827 P9,117,949 25,000,000 24,375,000 2,579,514 6,038,303 5,236,529 28,750,000 12,187,500 31,250,000 73,906,250 89,340,799 61,658,333 74,073,958 38,595,694 116,480,317 272,383,740 252,300,905 64,492,167 86,140,754 158,581,841 45,450,899 122,001,364 35,307,892 Name of issuing entity and association of each issue ISIN:XS0579034223 ISIN:XS0875298191 ISIN:XS0876086975 ISIN:XS0879849312 ISIN:XS0894336907 ISIN:XS0914313357 ISIN:XS0908792277 ISIN:XS0921226386 ISIN:XS0975540211 HTM investments PIBD0715E477 NFAB1019J024 PIBD0717C493 PIBD1020B508 PIID0716I018 ISIN US718286AU14 ISIN US718286AW79 ISIN USY6972CAJ63 Number of shares or principal amount of bonds or notes P665,970,000 272,381,730 710,368,000 1,021,198,398 399,582,000 495,481,680 199,791,000 421,781,000 237,529,300 Amount shown on the balance sheet P687,480,831 252,007,577 652,401,971 1,010,475,815 368,174,855 423,389,096 172,919,111 349,529,915 233,039,996 Valued based on market quotation at balance sheet date P687,480,831 252,007,577 652,401,971 1,010,475,815 368,174,855 423,389,096 172,919,111 349,529,915 233,039,996 Income received and accrued 45,270,216 6,553,935 21,257,551 37,821,350 9,278,357 11,784,196 4,708,797 12,356,643 1,416,577 35,243,610,922 37,968,488,958 37,968,488,958 1,785,697,330 P38,532,326,674 P38,532,326,674 P1,805,131,118 P700,000,000 500,000,000 2,000,000,000 500,000,000 1,000,000,000 P700,000,000 500,000,000 2,000,000,000 500,000,000 1,000,000,000 P747,624,243 500,000,000 2,317,823,644 582,538,315 951,028,994 532,776,000 177,592,000 764,711,152 532,776,000 177,592,000 761,493,288 534,161,218 194,179,093 912,147,462 P58,625,000 31,875,000 140,000,000 38,750,000 70,000,000 43,548,959 16,091,586 65,994,434 6,175,079,152 6,171,861,288 6,739,502,969 P464,884,979 Name of issuing entity and association of each issue Loans and receivables Loans and discounts Repurchase agreements and certificate of assignments Agrarian reform Customer’s liabilities under letters of credit/trust receipts Sales contract receivables Accrued interest receivable Other receivable Number of shares or principal amount of bonds or notes Amount shown on the balance sheet Valued based on market quotation at balance sheet date Income received and accrued P19,704,623,301 P19,704,623,301 P19,704,623,301 P1,930,131,388 18,150,000,000 2,437,351,786 18,150,000,000 2,437,351,786 18,150,000,000 2,437,351,786 322,986,417 119,263,596 592,064,711 32,044,197 779,947,653 1,828,473 592,064,711 32,044,197 779,947,653 1,828,473 592,064,711 32,044,197 779,947,653 1,828,473 15,407,439 2,332,804 - P41,697,860,121 P41,697,860,121 P2,390,121,644 P41,697,860,121 PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule B – Amounts Receivable from Director, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) December 31, 2013 (Amounts in Thousands) Name of Debtor Centro Escolar University Balance at the beginning of the period P8,000 Additions P - Amounts collected Amounts written-off Current Noncurrent P4,000 P - P4,000 P - Balance at the end of period P4,000 Note: Receivables from Directors, Officers, Employees, Related Parties and Principal Stockholders are subject to usual terms in the normal course of business. This pertains to accrued two months rental income at P2 million per month. PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule C – Amounts Receivable from Related Parties which are eliminated during the consolidation of financial statement December 31, 2013 Name of Debtor Balance at the beginning of the period Additions Amounts collected (i) Amounts written-off (ii) Current Noncurrent None to Report. i. If collected was other than in cash, explain. ii. Give reasons to write-off. Note: There is receivable from related party amounting to P8 million but it is not eliminated since it is a stand-alone Company. Balance at the end of period PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule D – Intangible Assets – Other Assets December 31, 2013 (Amounts in Thousands) Description (i) Software cost Accumulated Depreciation i. Charged to other accounts Other charges additions (deduction) (iii) Beginning Balance Additions at Cost (ii) Charged to cost and expenses Ending Balance P29,733 10,333 P78 - P (5,307) P - P - P29,811 (15,640) P19,400 P78 (P5,307) P - P - P14,171 The information required shall be grouped into (a) intangibles shown under the caption intangible assets and (b) deferrals shown under the caption Other Assets in the related balance sheet. Show by major classifications. ii. For each change representing other than an acquisition, clearly state the nature of the change and the other accounts affected. Describe cost of additions representing other than cash expenditures. iii. If provision for amortization of intangible assets is credited in the books directly to the intangible asset account, the amounts shall be stated with explanations, including the amounts charged. Clearly state the nature of deductions if these represent anything other than regular amortization. PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule E – Long Term Debt December 31, 2013 Title of issue and type of obligation (i) Amount authorized by indenture Amount shon under caption "Current portion of long-term debt in related balance sheet " (ii) Amount shon under caption "Longterm debt in related balance sheet " (iii) None to report. i. Include in this column each type of obligation authorized. ii. This column is to be totalled to correspond to the related balance sheet caption. iii. Include in this column details as to interest rates, amounts or numbers of periodic instalments, and maturity dates. Interest Rate % Maturity Date PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule F – Indebtedness to Related Parties (included in the Consolidated Financial Statement of Position) Name of Related Parties (i) Balance at the beginning of the period Balance at the end of the period (ii) None to report. i. The related party shall be grouped as in Schedule D. The information called for shall be stated for any persons whose investments shown in separately in such related schedule. ii. For each affiliate named in the first column, explain in a note hereto the nature and purpose of any material increase during the period that is in excess of 10% of the related balance at either the beginning or end of the period. PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule G – Guarantees of Securities of Other Issuers December 31, 2013 Name of the issuing entity of securities guaranteed by the company for which this statement is fled Title of issue of each class of securities guaranteed Total amount of guaranteed and outstanding (i) Amount owned by person of which statement is filed Nature of Guarantee (ii) None to report. i. Indicate in the note any significant changes since the date of the last balance sheet file. If this schedule is filed in support of consolidated financial statements, there shall be set forth guarantees by any person included in the consolidation except such guarantees of securities which are included in the consolidated balance sheet. ii. There must be a brief statement of the nature of the guarantee, such as “Guarantee of Principal and Interest”’, “Guarantee of Interest” or “Guarantee of Dividend”. If the guarantee is of interest, dividends, or both, state the annual aggregate amount of interest or dividends so guaranteed. PHILTRUST BANK (PHILIPPINE TRUST COMPANY) Schedule H – Share Capital December 31, 2013 Title of Issue (i) Common Number of shares authorized 2,200,000,000 Number of shares issued and outstanding as shown under Number of shares reserved the related balance sheet for options, warrants, caption conversion and other rights 1,000,000,000 - Number of shares held by related parties (ii) - Directors, officers and Others employees (iii) 2,506,188 - i. Include in this column each type of issue authorized ii. Related parties referred to include persons for which separate financial statements are filed and those included in the consolidated financial statements, other than the issuer of the particular security. iii. Indicate in a note any significant changes since the date of the last balance sheet filed. ANNEX C1 Management’s Discussion and Analysis of Financial Condition and Results of Operations for Calendar Year 2011 Financial Condition The Bank closed the year 2011 with Total Resources reaching a new record high of P103.258 Billion, an increase of P8.128 Billion or 8.54% over the previous year. Growth in resources came primarily from Loans and Receivables which rose by 30.24% from P22.708 Billion to P29.575 Billion. The increase was attributable to higher corporate loan portfolio. Due from Other Banks decreased by 39.25% from P2.483 Billion to P1.509 Billion, mainly triggered by lower volume of inward remittances from both local and foreign correspondent banks. Available for sale securities increased by 32.23% or by P6.991 Billion as the Bank rationalized its holdings of investment securities. Due from Bangko Sentral ng Pilipinas (BSP) decreased by P2.732 Billion as the funds were invested in Reverse Agreement with the Bangko Sentral ng Pilipinas. Cash and Cash Items declined by 9.68% as funds were shifted to higher yielding securities. Held to Maturity Securities fell down by 22.38% or by P2.027 Billion as the Bank sold down maturing securities for profit taking. Other resources increased by 43.51% as movements in these asset accounts can be accounted for by transactions in the ordinary course of business. Deposit Liabilities of P87.595 Billion increased by 7.32% compared to last year’s level of P81.619 Billion. Deposit growth came mainly from Savings and Time Deposits with an 8.91% and 4.42% increase respectively. The 15.97% Increase in Treasurer’s, Cashier’s, and Manager’s Checks outstanding represents various payables which have not been collected by the Bank. Accrued Taxes and Other Expenses decreased by 3.05% due to payment of fringe benefits such as annual leaves and profit sharing. Deferred credits and other liabilities posted more than 10% year to date change but their total variance did not have any material impact on Total Resources. All payables were paid within the stated terms. The Bangko Sentral ng Pilipinas approved on July 1, 2011 a P3.83 Billion Stock Dividend to Philtrust Bank Stockholders of record as of July 18, 2011, equivalent to 51.26% of outstanding shares. The Stock Dividend raises the Bank’s paid up Capital from P6.617 Billion to P10 Billion. Capital Funds reached the P15 Billion mark, now at P15.127 Billion, reflecting a 16.93% or P2.070 Billion increase. This is the impact of the P1.878 Billion in earnings for the year and the increase in Net Unrealized Gains of P191.878 Million. The Capital Adequacy Ratio (CAR) as of the year end is 21.78%, which is well above the BSP minimum requirement of 10%, is also indicative of the sufficiency of Bank’s Capital to support the current level of its rich assets. The Bank has outstanding commitments, contingent liabilities and bank guarantees that arise from the normal course of operations. The Bank does not anticipate any losses that will materially affect its financial position and results of operations. Changes in nature and amounts in the financial statements were due more to market related factors inherent in nature of the issuers’ business operations and were not considered unusual. Results of Operations Total Gross Earnings amounted to P7.076 Billion compared to P6.169 Billion of the previous year. Total interest income increased by P611.530 Million from previous year’s level of P5.132 Billion to P5.744 Billion. Almost interest income from all sources registered growth. Income on loans and Advances improved by 23.07% due to growth in average loans. Interest income on Available for Sale Securities increased by 12.82%, this was offset by the decrease in Held to Maturity by 20.59%, due to Market volatility. Income from foreign exchange profits increased by P59.189 Million because of higher exchange rate compared from last year’s level. Other operating income increased by 23.49% because of higher transactions volume. Interest expense increased by 16.54% due to higher level of deposits compared from last year’s level. Disposal of some transportation and other equipments resulted to lower depreciation expense. Compensation and fringe benefits increased by 13.44% due to salary increase and CBA related expenses. Taxes and licenses increased by 15.56% due to higher GRT remittances and other related BIR payments. Other operating expenses increased by 6.69% brought about by higher insurance and security services. The provision for tax expense rose from P346.733 Million to P373.477 Million as large portion of income was subjected to 20% final tax. Net income for the period closed at P1.877 Billion, 21.54% higher than last year’s level of P1.545 Billion. With solid performance and sustained growth over the past 95 years, the Bank looks forward with keen anticipation to the incoming years of the 21st century. It will avail of opportunities and meet it challenges with the same dedication and conservative policies that have characterized its corporate life. The Bank will continue to focus on its core business and to deepen its banking relationship with more prospective client’s ad to offer more excellent customer service. We will further strengthen the corporate governance and risk’s management structure. We are confident that we can successfully meet the challenges of the times, as we have proven in the past, and make the Bank an even stronger financial institution. We will continue investing in technology and thereby fully support electronic commerce in the coming years. Key Performance Indicators The performance of the bank is reflected in the following financial ratios: Return on Average Equity Return on Average Assets Net Interest Margin Capital to Risk Assets Cost to Income Ratio Dec. 31, 2011 13.55% 1.91% 4.29% 21.78% 43.28% Dec. 31, 2010 12.81% 1.70% 4.39% 22.77% 42.55% Dec.31, 2009 11.22% 1.55% 4.72% 33.23% 45.05% The manner by which the Bank calculates the above indicators is as follows: Key Performance Indicator Formula 1. Return on Average Equity (%) Net Income after Income Tax Average Total Capital Accounts 2. Return on Average Assets (%) Net Income after Income Tax Average Total Assets 3. Net Interest Margin (%) Net Interest Income Average Interest Earning Assets 4. Capital to Risk Assets (%) Total Qualifying Capital Market and Credit Risk Weighted Exposures 5. Cost to Income Ratio (%) Total Operating Expenses Net Interest Income + Other Income Part II - Other Information Our financial report for the year 2011 was prepared in compliance with Generally Accepted Accounting Principles as set forth in Philippine Financial Reporting Standards (PFRS). The term PFRS in general includes all applicable PFRS, PAS and SIC/IFRIC interpretations which have been approved by the Financial Reporting Standards Council (FRSC) and adopted by the SEC pronouncements. The same accounting policies and methods of computation were consistently followed in our financial statements as compared with the annual audited financial statements as of December 31, 2010. There were no cash dividends paid during the year of 2011. There were no material contingencies or any other unusual events or transactions affecting our financial condition since December 31, 2010. There are no known trends, demands, commitments, events or uncertainties that would have had a material conflict on our financial condition or results of operations. There is no material commitment for capital expenditures. There are no known trends, events or uncertainties that have had a material favorable or unfavorable impact on net revenues from continuing operations. Our Bank does not have any subsidiary. We don’t anticipate any events that may cause any default or acceleration of an obligation. There are no material off-balance sheet transactions, arrangements, obligations, including contingent obligations with unconsolidated entities. PFRS 9, Financial Instruments: Classification & Measurements. The standard become effective for annual period on or after January 1, 2013. Earlier application is permitted. Our Bank decided not to early adopt PFRS 9 in its 2011 financial reporting and therefore, the interim financial statements do not reflect the impact of such revised standard. If applicable, the Bank shall again conduct in early 2012 another impact evaluation using outstanding balances of financial statements as of December 31, 2011. The decision whether to early adopt PFRS 9 for 2012 financial reporting will be disclosed in the interim financial statements as of March 31, 2012. We believe that there is no material impact in the financial statements for the adoption of PFRS 9. On December 16, 2011, PFRS 9 was amended and the effectivity date was moved to annual periods beginning on or after January 1, 2015. For the year 2011, the Bank had no transactions that would require the following information or disclosures: a. Explanatory comments about the seasonality or cyclicality of interim operations; b. The nature and amount of items affecting assets, liabilities, equity, net income or cash flows that are unusual because of their nature, size or incidents; c. Issuances, repurchases and repayments of debt and equity securities; d. Segment revenue and segment result for business segments or geographical segments, whichever is the issuer’s primary basis of segment reporting; e. Material events subsequent to the end of the interim period that have not been reflected in the financial statements for the interim period. f. The effect of changes in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long term investments, restructurings, and discontinuing operations; g. Existence of material contingencies and any other events or transactions that are material to an understanding of the current interim period. h. Any significant elements of income or loss that did not arise from the issuer’s continuing operations. i. Any seasonal aspects that had a material effect on the financial condition or results of operations. ANNEX C2 Management’s Discussion and Analysis of Financial Condition and Results of Operations for Calendar Year 2012 Financial Condition The healthy growth and satisfactory results of operations for the year 2012 once more reaffirmed wisdom of strictly adhering to sound and conservative banking policies. Our resources, deposits and capital funds rose to a level that reflect the steady firming up of its new role as a meaningful participant in the banking sector of our country. Total resources at year end of 2012 reached a new record high of P111.188 Billion compared to P105.400 Billion, an increase of P5.788 Billion over the previous year. Cash and Other Cash Items declined by 25.12% as funds were shifted to higher yielding securities. Due from Bangko Sentral ng Pilipinas decreased by 20.15% as the funds were invested in Reverse Repurchase Agreements with the Bangko Sentral ng Pilipinas. Due from Other Banks decreased by 16.61% due to lower working balances maintained with correspondent banks. Available for Sale Securities increased by 20.78% as the Bank rationalized its holdings of investments securities. Our Bank continued the expansion of its loans as Loans and Receivables increased by 18.94% or by P5.603 Billion compared from last year’s level of P29.575 Billion. Movements on Other Asset accounts for less than 10% increase/decrease can be accounted for by transactions in the ordinary course of business. Deposit Liabilities stood at P88.816 Billion compared to P87.595 from last year’s end level. The 13.07% decrease in Manager’s Checks represents lower volume of outstanding checks issued. Accrued taxes and other expenses decreased by 14.71% due to payments of fringe benefits and large volume of withholding taxes. Deferred credits and other liabilities increased by 105.86% due to higher level of trade transactions for the year. Deferred tax liabilities posted an increase of 336.93% due to increase of net unrealized gain for the year. Capital Funds reached the P20 Billion mark, now at P20.797 Billion, a P3.744 Billion increase compared from last year’s level of P17.053 Billion. This is the impact of the P1.712 Billion earnings for the year and the P2.032 Billion increase in net unrealized gains. The Capital Adequacy Ratio (CAR) for the period is 22.08% which is Basel 2 compliant and is well above the Bangko Sentral ng Pilipinas (BSP) maximum requirement of 10%. The Bank has outstanding commitments, contingent liabilities and bank guarantees that arise from the normal course of operations. The Bank does not anticipate any losses that will materially affect its financial positions and results of operations. Changes in nature and amounts in the financial statements were due more to market related factors inherent in nature of the issuer’s business operations and were not considered unusual. Results of Operations The Bank’s gross earnings amounted to P6.590 Billion compared to P7.076 Billion from previous year. Declining interest rates resulted in the decrease in interest on loans and advances by 2.34%. Interest on deposits with the banks decreased by 35.96% due to result of decreasing interest rates by the Bangko Sentral ng Pilipinas on SDA’s and due to non-interest bearing reserve deposits. The Bank continued to adapt an aggressive stance in the market through sale of bonds and other securities. Hence, gains from Available for Sale Securities increased by 15.77% while Held to Maturity Securities decreased by 15.32% due to small amount of maturing securities compared from last year’s level. Income from foreign exchange profit decreased by 28.75% due to lower exchange rate at year end. Other operating income increased by 16.15% due to higher profits on Sale or Redemption of Investments. Depreciation/Amortization decreased by 25.33% due to some disposal of transportation equipment. Taxes and licenses decreased by 14.66% because of lower gross receipts tax compared from last year’s level. The provision for income tax expense decreased by 22.34% due to lower income which was subjected to final tax withheld at source. Net income closed at P1.712 Billion. With solid performance and sustained growth over the past 96 years, the Bank looks forward with keen anticipation to the incoming years. It will avail of opportunities and meet it challenges with the same dedication and conservative policies that have characterized its corporate life. The Bank will continue to focus on its core business and to deepen its banking relationship with more prospective client’s ad to offer more excellent customer service. We will further strengthen the corporate governance and risk’s management structure. We are confident that we can successfully meet the challenges of the times, as we have proven in the past, and make the Bank an even stronger financial institution. We will continue investing in technology and thereby fully support electronic commerce in the coming years. Key Performance Indicators The performance of the bank is reflected in the following financial ratios: Return on Average Equity Return on Average Assets Net Interest Margin Capital to Risk Assets Cost to Income Ratio Dec. 31, 2012 10.57% 1.64% 2.45% 21.88% 42.83% Dec. 31, 2011 14.43% 2.06% 2.90% 21.94% 40.57% Dec.31, 2010 12.81% 1.70% 4.39% 22.78% 42.55% The manner by which the Bank calculates the above indicators is as follows: Key Performance Indicator Formula 1. Return on Average Equity (%) Net Income after Income Tax Average Total Capital Accounts 2. Return on Average Assets (%) Net Income after Income Tax Average Total Assets 3. Net Interest Margin (%) Net Interest Income Average Interest Earning Assets 4. Capital to Risk Assets (%) Total Qualifying Capital Market and Credit Risk Weighted Exposures 5. Cost to Income Ratio (%) Total Operating Expenses Net Interest Income + Other Income Part II - Other Information Our financial report for the year 2012 was prepared in compliance with Generally Accepted Accounting Principles as set forth in Philippine Financial Reporting Standards (PFRS). The term PFRS in general includes all applicable PFRS, PAS and SIC/IFRIC interpretations which have been approved by the Financial Reporting Standards Council (FRSC) and adopted by the SEC pronouncements. The same accounting policies and methods of computation were consistently followed in our financial statements as compared with the annual audited financial statements. There were no cash dividends paid during the year of 2012. There were no material contingencies or any other unusual events or transactions affecting our financial condition since December 31, 2011. There are no known trends, demands, commitments, events or uncertainties that would have had a material conflict on our financial condition or results of operations. There is no material commitment for capital expenditures. There are no known trends, events or uncertainties that have had a material favorable or unfavorable impact on net revenues from continuing operations. Our Bank does not have any subsidiary. We don’t anticipate any events that may cause any default or acceleration of an obligation. There are no material off-balance sheet transactions, arrangements, obligations, including contingent obligations with unconsolidated entities. PFRS 9, Financial Instruments: Classification & Measurements. The standard became effective for annual period or after January 1, 2013 but change the mandatory effective date to January 1, 2015. The Bank opted not to implement early adoption of PFRS 9 on its financial reporting. An evaluation was conducted early this year using the outstanding balances of financial statements as of December 31, 2011. We believe that there is no material impact in the financial statements for the adoption of PFRS 9. For the year 2012, the Bank had no transactions that would require the following information or disclosures: a. Explanatory comments about the seasonality or cyclicality of interim operations; b. The nature and amount of items affecting assets, liabilities, equity, net income or cash flows that are unusual because of their nature, size or incidents; c. The nature and amount of changes in estimates of amounts reported in prior interim periods of the current financial year or changes in estimates of amounts reported in prior financial years, if those changes have a material effect in the current interim period; d. Issuances, repurchases and repayments of debt and equity securities; e. Segment revenue and segment result for business segments or geographical segments, whichever is the issuer’s primary basis of segment reporting; f. Material events subsequent to the end of the interim period that have not been reflected in the financial statements for the interim period. g. The effect of changes in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long term investments, restructurings, and discontinuing operations; h. Existence of material contingencies and any other events or transactions that are material to an understanding of the current interim period. i. Any significant elements of income or loss that did not arise from the issuer’s continuing operations. j. Any seasonal aspects that had a material effect on the financial condition or results of operations. ANNEX C3 Management’s Discussion and Analysis of Financial Condition and Results of Operations for Calendar Year 2013 Financial Condition The year 2013 proved to be another fruitful year for our Bank as Total Resources reached a new record high of P120.954 Billion compared to P112.097 Billion in 2012. Growth in resources came primarily from deposit liabilities which rose by 12.98% or by P11.528 Billion. Deposit growth came mainly from relatively stable and low cost savings deposits and demand deposits. Due from Bangko Sentral ng Pilipinas, representing 21.84% of Total Resources, went up by 18.33% or P4.092 Billion, arising from more effective management of reserve deposits and from higher fixed term deposits or Special Deposits Accounts (SDA). The P342.250 Million decrease in Due from Other Banks reflects lower operating balances maintained from both local and foreign correspondent banks. Due to some maturing loans at year end, loans and receivables from customers decreased by P5.265 Billion or by 19.57% compared from last year’s level. Loans Arising from Repurchase Agreements increased by P12.650 Billion as funds were invested with the Bangko Sentral ng Pilipinas. Available for Sale Securities and Held to Maturity Securities decreased by P402 Million and P689 Million respectively due to decrease in market value and the effect of mark to market valuation at year end. Cash and other cash items decreased by P185 Million as funds were invested at Special Deposit Account with the Bangko Sentral ng Pilipinas. Deferred tax assets decreased by 15.28% due to unrecognized deferred tax assets for 2014 net operating loss carry over. Movements in other asset accounts can be accounted for by transactions in the ordinary course of business. Deposit liabilities of P100.344 Billion increased by 12.98% compared to last year’s level of P88.816 Billion. It continued to be the Bank’s main source of funding. Deferred credits and other liabilities decreased by 39.76% due to lower level of trade transactions. All payables were paid within stated terms. Capital Funds reached the P20 Billion mark now at P20.104 Billion. Other Comprehensive Income, Net Unrealized Gains/(Losses) decreased by P3.906 Billion or 62.97% due largely on account of mark to market valuation of investments. The Capital Adequacy Ratio (CAR) for the period is 34.81%, which is well above the BSP minimum requirements of 10%, is indicative of the sufficiency of the Bank’s capital to support the current level of its risk assets. The Bank has outstanding commitments, contingent liabilities and bank guaranties that arise from the normal course of operations. The Bank does not anticipate any losses that will materially affect its financial positions and results of operations. Results of Operations The Bank generated a P1.357 Billion net income for the year 2013. Gross earnings amounted to P6.388 Billion compared to P6.590 Billion of last year’s level. Declining interest rate on loans resulted in the decrease on interest on loans and advances by 18.11%. Income from foreign exchange profits increased by P105 Million due to higher exchange rate compared from last year’s level. Service charges and fees increased by 54.46% due to higher volume of transactions. Other operating income increased by P93 Million due to higher profit on Sale or Redemption of Investments. Interest expense decreased by 3.88% due to lower average interest rates compared form last year’s level. Occupancy and Equipment related expenses increased by 16.06% due to advance payments of annual rentals of leased properties. The provision for tax expense rose from P177 Million to P441 Million, a 149.15% increase, as large portion of income earned were subjected to 20% final tax withheld at source. With solid performance and sustained growth over the past 97 years, the Bank looks forward with keen anticipation and more productivity for the incoming years. We will continue to focus on its core business and to deepen its banking relationship with more prospective clients and to offer more excellent customer service. Furthermore, more branches will be opened including ATM offsite in strategic locations to provide access to our valued clients Key Performance Indicators The performance of the bank is reflected in the following financial ratios: Return on Average Equity Return on Average Assets Net Interest Margin Capital to Risk Assets Cost to Income Ratio Dec. 31, 2013 6.35% 1.16% 21.24% 38.33% 47.36% Dec. 31, 2012 8.41% 1.57% 25.26% 21.88% 42.83% The manner by which the Bank calculates the above indicators is as follows: Key Performance Indicator Formula 1. Return on Average Equity (%) Net Income After Income Tax Average Total Capital Accounts 2. Return on Average Assets (%) Net Income After Income Tax Average Total Assets 3. Net Interest Margin (%) Net Interest Income Average Interest Earning Assets 4. Capital to Risk Assets (%) Total Qualifying Capital Market and Credit Risk Weighted Exposures 5. Cost to Income Ratio (%) Total Operating Expenses Net Interest Income + Other Income Part II - Other Information Our financial report for the year 2013 was prepared in compliance with Generally Accepted Accounting Principles as set forth in Philippine Financial Reporting Standards (PFRS). The term PFRS in general includes all applicable PFRS, PAS and SIC/IFRIC interpretations which have been approved by the Financial Reporting Standards Council (FRSC) and adopted by the SEC pronouncements. The same accounting policies and methods of computation were consistently followed in our financial statements as compared with the annual audited financial statements. There were no cash dividends paid during the year of 2013. There were no material contingencies or any other unusual events or transactions affecting our financial condition since December 31, 2012. There are no known trends, demands, commitments, events or uncertainties that would have had a material conflict on our financial condition or results of operations. There is no material commitment for capital expenditures. There are no known trends, events or uncertainties that have had a material favorable or unfavorable impact on net revenues from continuing operations. Our Bank does not have any subsidiary. We don’t anticipate any events that may cause any default or acceleration of an obligation. There are no material off-balance sheet transactions, arrangements, obligations, including contingent obligations with unconsolidated entities. PFRS 9, Financial Instruments: Classification and Measurement. The standard became effective for annual period or after January 1, 2013 but change the mandatory effective date to January 1, 2015. The Bank opted not to implement early adoption of PFRS 9 on its financial reporting. An evaluation was conducted early this year using the outstanding balances of financial statements as of December 31, 2012. We believe that there is no material impact in the financial statements for the adoption of PFRS 9. For the year 2013, the Bank had no transactions that would require the following information or disclosures: . a. Explanatory comments about the seasonality or cyclicality of interim operations; b. The nature and amount of items affecting assets, liabilities, equity, net income or cash flows that are unusual because of their nature, size or incidents; c. The nature and amount of changes in estimates of amounts reported in prior interim periods of the current financial year or changes in estimates of amounts reported in prior financial years, if those changes have a material effect in the current interim period; d. Issuances, repurchases and repayments of debt and equity securities; e. Segment revenue and segment result for business segments or geographical segments, whichever is the issuer’s primary basis of segment reporting; f. Material events subsequent to the end of the interim period that have not been reflected in the financial statements for the interim period. g. The effect of changes in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long term investments, restructurings, and discontinuing operations; h. Existence of material contingencies and any other events or transactions that are material to an understanding of the current interim period. i. Any significant elements of income or loss that did not arise from the issuer’s continuing operations. j. Any seasonal aspects that had a material effect on the financial condition or results of operations. FINANCIAL RISK DISCLOSURE REMARKS a. Assess the financial risk exposures of the company and its subsidiaries particularly on currency, interest, credit, market and liquidity risks. If any change thereof would materially affect the financial condition and results of operation of the company, provide a discussion in the report on the qualitative and quantitative impact of such risks and include a description of any enhancement in the company’s risk management policies to address the same; A. Assessment of Financial Risk Exposure of the Bank as of December 31, 2013. I. Market Risk: Foreign Exchange and Interest Rates. 1.1 Foreign Exchange Position The net overbought open FX position of the bank, the bulk of which is in USD as of December 31, 2013 is in USD26.65 million, the peso equivalent of Php1.18 billion or 6.57% of the bank’s unimpaired capital which is well within the 20 percent limit prescribed by BSP regulation. The overbought (long) USD position is exposed to foreign exchange risk as well as interest rate risk. But the probability is small owing to effective monetary policy of BSP and strong economic fundamentals of the country. In our specific case, the bank consistently made foreign exchange gain, for 2013 and the previous years. It is our view that foreign exchange and interest rates volatility will remain low and manageable for two reasons: 1.1.1 BSP’s effective management of foreign exchange reserves vis-àvis the major global currencies, to wit: USD, SGD, CHF, Euro and Yen. 1.1.2 The interest rates on the major global currencies will remain low for the medium term. II. Liquidity Risk The risk profile of the bank’s balance sheet remains low with more concentration in liquid assets and investments in government securities other than lending. Liquid assets and investment securities accounted for Php73.20 billion while loans amounted to Php41.06 billion. Marginal returns have been affected by the distribution in our asset portfolio but the bank has always been conservative in business policy. III. Credit Risk The bulk of bank loans are fully secured by real estate. Some major loan accounts are backed by guarantees, and a small percentage of the loans are clean, without collateral or guarantee but extended to clients who are known to the bank for their good credit reputation. The lending process begins with credit selection and continues to administration and review of loan accounts on a regular basis. Reporting to and review by the credit committee are parts of the whole credit process and done on a regular basis. b. Evaluate whether the company could provide clearer and more transparent disclosure regarding its financial instruments including but not limited to the following information: 1. A description of the financial instruments of the company and the classification and measurements applied for each. If material in amount, provide detailed explanation on complex securities particularly on derivatives and their impact on the financial condition of the company; 1. The bank has none of hedging or derivatives financial contracts. The bank main financial contracts are: Available for Sale Securities and Held to Maturity Securities. The bulk of these securities are securitized government obligations. 2. The amount and description of the company’s investment in foreign securities; 2. The bank has no investment in foreign securities or equities. 4. An explanation of how risk is incorporated and considered in the valuation of assets or liabilities; 4. Asset and liability management involved in matching the economic characteristics of the bank cash flows. Our bank strives to match inflows and outflows despite the structural difference of the terms of assets and liabilities by averaging and scheduling terms and maturities of assets vs. liabilities. We look at duration, the fixed/floating nature of our commitments, the repricing period and over liquidity position and stress testing. Strategic decisions are made regarding interest rate exposure. 6. The criteria used to determine whether the market for a financial instrument is active or inactive, as defined under PAS 39-Financial instruments. 6. Before our bank makes any investment decision, it is a precondition that the market especially the secondary, must have liquidity, breadth and depth to transact all tenors of financial instruments. Annex "D" Philippine Trust Company (Philtrust Bank) Bank-Owned Properties (Land & Building) - Existing Bank Sites As of December 31, 2013 Branch Office Location Improvements/Condition of Properties Mortgage, Lien or Encumbrance and Limitations on Ownership or Usage Metro Manila Branches Aurora Blvd. Branch Aurora Blvd. cor. 15th Avenue, The branch occupies a Cubao, Quezon City portion/unit of the ground floor of None a 6-storey condominium building that is in good condition. Binondo Branch Philtrust Bank Building, Quintin The branch occupies the ground None Paredes St. cor. Dasmariñas floor of a 6-storey building that is and Plaza Cervantes Sts., in good condition. Binondo, Manila Caloocan Branch Philtrust Bank Building, 2-storey building in good Samson Road (near Bonifacio condition, fully occupied by the Monument), Caloocan City branch. None Divisoria Branch Philtrust Bank Building, 539 4-storey building in good C.M. Recto Ave. cor. Carmen condition. The branch occupies Planas St., Divisoria, Tondo, only the ground floor. Manila None Elcano Branch Philtrust Bank Building, Elcano 2-storey building in good cor. Lavezares Sts., Binondo, condition, fully occupied by the Manila branch. None Escolta Branch Philtrust Bank Building, Escolta 5-storey building in good St., Binondo, Manila condition. The branch occupies only the ground floor. None Juan Luna Branch Philtrust Bank Building, Juan 4-storey building in good Luna St., Binondo, Manila condition. The branch occupies the ground floor and the 2nd floor. None Las Piñas Branch Philtrust Bank Building, 1-storey building in good Alabang Zapote Rd., Almanza, condition, fully occupied by the Las Piñas City branch. None 1 of 4 Philippine Trust Company (Philtrust Bank) Bank-Owned Properties (Land & Building) - Existing Bank Sites As of December 31, 2013 Branch Office Location Improvements/Condition of Properties Mortgage, Lien or Encumbrance and Limitations on Ownership or Usage Libertad Branch Philtrust Bank Building, Taft 3-storey building in good Ave. cor. A. Arnaiz Ave., Pasay condition. The branch occupies City only the ground floor. None Mabini Branch Philtrust Bank Building, U.N. 4-storey building in good Avenue cor. A. Mabini St., condition. The branch occupies Ermita, Manila the ground floor and the 2nd floor. None Mandaluyong Branch Philtrust Bank Building, Shaw 3-storey building in good Blvd. cor. Gen. Kalentong St., condition, fully occupied by the Mandaluyong City branch. None Maypajo Branch Philtrust Bank Building, A. 4-storey building in good Mabini St., Maypajo, Caloocan condition. The branch occupies City only the ground floor. None Morayta Branch Philtrust Bank Building, 890- 2-storey building in good 892 Dr. Nicanor Reyes cor. R. condition, fully occupied by the Papa Sts., Sampaloc, Manila branch. None Pasig Branch Philtrust Bank Building, Dr. S. 1-storey building in good Antonio Avenue, Caniogan, condition, fully occupied by the Pasig City branch. None Puyat Ave. Branch Philtrust Bank Building, Sen. 9-storey building in good Gil Puyat Ave., Makati City condition. The branch occupies only a portion of the ground floor. None Quezon Ave. Branch Quezon Avenue cor. Sto. 2-storey building in good Domingo St., Quezon City condition. The branch occupies only a portion of the ground floor. None Reina Regente Branch Philtrust Bank Building, Reina 3-storey building in good Regente cor. Alvarado Sts., condition. The branch occupies Binondo, Manila only the ground floor. None Sta. Cruz Branch Philtrust Bank Building, Rizal 5-storey building in good Ave. cor. Plaza Goite, Sta. condition. The branch occupies Cruz, Manila only the ground floor. 2 of 4 None Philippine Trust Company (Philtrust Bank) Bank-Owned Properties (Land & Building) - Existing Bank Sites As of December 31, 2013 Branch Office Location Taguig Branch Ground Floor Unit 101A, One Global Place, 5th Ave. cor. 25th St., Bonifacio South District, Bonifacio Global City, Taguig City Improvements/Condition of Properties Mortgage, Lien or Encumbrance and Limitations on Ownership or Usage The branch occupies a portion/unit of the ground floor of a 25-storey building. The building is in good condition. None Angeles Branch Philtrust Bank Building, 1-storey building in good McArthur Hi-Way cor. B. condition, fully occupied by the Aquino St., Angeles City, branch. Pampanga None Bacolod Branch Gatuslao cor. Cuadra Sts., 5-storey building in good Bacolod City condition. The branch occupies only the ground floor. None Cabanatuan Branch Philtrust Bank Building, Beedle 2-storey building in good St., Poblacion, Cabanatuan condition, fully occupied by the City branch. None Philtrust Bank Building, 3-storey building in good Osmeña cor. Ramonal Sts., condition. The branch occupies Cogon, Cagayan De Oro City only the ground floor. None Cavite Branch Philtrust Bank Building, Km. 41 1-storey building in good Aguinaldo Highway, Silang, condition, fully occupied by the Cavite branch. None Cebu Colon Branch Philtrust Bank Building, Colon 2-storey building in good St., Cebu City condition. The branch occupies only the ground floor. None Cebu Magallanes Branch Philtrust Bank Building, 4-storey building in good Magallanes cor. F. Gonzales condition. The branch occupies St., Cebu City the ground floor and the 2nd floor. None Davao Sta. Ana Branch Philtrust Bank Building, 2-storey building in good Monteverde Ave. cor. F. condition. The branch occupies Bangoy St., Sta. Ana, Davao only the ground floor. City None Provincial Branches Cagayan De Oro Branch 3 of 4 Philippine Trust Company (Philtrust Bank) Bank-Owned Properties (Land & Building) - Existing Bank Sites As of December 31, 2013 Branch Office Location Improvements/Condition of Properties Mortgage, Lien or Encumbrance and Limitations on Ownership or Usage Iloilo Branch Philtrust Bank Building, 5-storey building in good Quezon cor. Delgado Sts., condition. The branch occupies Brgy. Ed Ganzon, Iloilo City only the ground floor. None Limay Branch Philtrust Bank Building, 1-storey building in good National Road, Limay, Bataan condition, fully occupied by the branch. None Naga Branch Philtrust Bank Building, 2-storey building in good Caceres cor. E. Angeles Sts., condition. The branch occupies Naga City only the ground floor. None Roxas Branch Philtrust Bank Building, Roxas 1-storey building in good Under Renovation/Expansion Ave. cor. Calle Primero De condition, fully occupied by the Mayo, Roxas City branch. 4 of 4 Philippine Trust Company (Philtrust Bank) Leased Bank Sites As of December 31, 2013 Branch Office Amount of Lease Lease Expiration Payment Per Month Date Location Lease Term Metro Manila Branches Ayala Branch 6762 Ayala Avenue, Makati City Php596,248.34 Dec. 31, 2014 1 year Edsa-Muñoz Branch EDSA cor. Roosevelt Ave., Quezon City Php180,203.52 June 30, 2028 20 years Ermita Branch U.N. Avenue cor. Ma. Orosa St., Ermita, Manila Php391,025.00 Dec. 31, 2017 5 years Grace Park Branch 225 Rizal Ave. Ext., Grace Park, Caloocan City Php517,415.53 Sept. 30, 2015 10 years Makati-Pasay Road Branch Liberty Building, 835 A. Arnaiz Ave., Legaspi Village, Makati City Php377,856.10 Sept. 30, 2015 5 years Malabon Branch Rizal Avenue cor. Leono St., Tañong, Malabon City Php67,200.00 Feb. 28, 2017 5 years Malate Branch Remedios cor. M.H. Del Pilar Sts., Malate, Manila Php308,000.00 Dec. 31, 2014 5 years Morayta Branch Ext. (CEU - Mendiola) Ground Floor, Generosa De Leon Science Center Building, Centro Escolar University, No. 9 Mendiola St., San Miguel, Manila Php44,798.54 March 31, 2016 5 years NAIA Branch (Terminal 1) Departure Level, NAIA Terminal 1, Parañaque City Php36,191.24 Monthly NAIA Branch Ext. (Terminal 2) Departure Level, NAIA Terminal 2, Parañaque City Php24,907.19 Monthly NAIA Branch Ext. (Terminal 3) 4th Level & Arrival Area, NAIA Terminal 3, Parañaque City Php58,293.76 1 of 3 Sept. 30, 2014 1 year Philippine Trust Company (Philtrust Bank) Leased Bank Sites As of December 31, 2013 Amount of Lease Lease Expiration Payment Per Month Date Branch Office Location Ongpin Branch 800 Ongpin cor. Padilla Sts., Sta. Cruz, Manila Php336,000.00 Oct. 31, 2017 5 years Ortigas Branch Unit No. UG-2, One San Miguel Avenue Condominium, San Miguel Ave. cor. Shaw Blvd., Ortigas Center, Pasig City Php315,190.47 April 9, 2015 5 years Paco Branch Pedro Gil cor. A. Linao Sts., Paco, Manila Php59,360.00 Padre Rada Branch Padre Rada cor. Ilaya Sts., Tondo, Manila Php197,568.00 Dec. 31, 2026 25 years Quiapo Branch Plaza Miranda, Hidalgo St., Quiapo, Manila Php327,958.40 June 30, 2017 5 years Sucat Branch Dr. A. Santos Ave. cor. Sta. Rita St., Parañaque City Php114,279.00 July 1, 2018 10 years Tabora Branch 800-802 Tabora St., Divisoria, Manila Php156,800.00 Aug. 31, 2014 1 year 1844 Taft Avenue, Pasay City Php248,648.33 Tordesillas Branch Unit 101 Le Metropole Condominium, Sen. Gil Puyat Ave. cor. Tordesillas St., Salcedo Village, Makati City Php137,625.60 Aug. 31, 2018 5 years Unimart Branch Greenhills Commercial Center, Ortigas Ave., San Juan, Metro Manila Php334,072.81 Dec. 31, 2013 1 year Valenzuela Branch Danding Bldg., Cecilo J. Santos St., Malinta, Valenzuela City Php70,818.63 July 31, 2014 1 year Taft Branch 2 of 3 Lease Term Monthly Monthly Philippine Trust Company (Philtrust Bank) Leased Bank Sites As of December 31, 2013 Branch Office Amount of Lease Lease Expiration Payment Per Month Date Location Lease Term Provincial Branches Rizal Avenue cor. P. Gomez St., Poblacion, Batangas City Php89,600.00 March 14, 2018 5 years Provincial Capitol Compound, McArthur Highway, Malolos City, Bulacan Php121,550.63 April 16, 2014 5 years Cebu Fuente Branch Osmeña Blvd. and Llorente St., Cebu City Julio Php144,123.85 March 31, 2017 5 years Davao Recto Branch Caritas Building, C.M. Recto St., Davao City Php30,746.10 Oct. 1, 2014 1 year La Union Branch Diocesan Buildiing, P. Gomez St., San Fernando, La Union Php90,000.00 Dec. 31, 2015 4 years Lucena Branch 233 Quezon Ave. cor. Don Queblar St., Lucena City Php67,200.00 Aug. 1, 2020 10 years INJAP Bldg., Roxas City Php50,400.00 January 31, 2014 1 year Batangas Branch Bulacan Branch Roxas Branch Mckinley St., 3 of 3 Philippine Trust Company (Philtrust Bank) Bank-Owned Properties - Future Bank Sites As of December 31, 2013 Branch Office Mortgage, Lien or Encumbrance and Limitations on Ownership of Usage Location Metro Manila Branches Bambang Branch 1499 G. Masangkay cor. Bambang Sts., Tondo, Manila None Grace Park Branch Rizal Avenue Ext., Grace Park, Caloocan City None Marikina Branch Sumulong Highway cor. P. Burgos St., Sto. Niño, Marikina City None Novaliches Branch 486 Quirino Highway, Novaliches, Quezon City None Parañaque Branch NAIA Road cor. Parañaque City Avenue, None Roosevelt Branch 274 Roosevelt Avenue, San Francisco Del Monte, Quezon City None Taft Avenue Branch 1812 Taft Avenue, Pasay City None Valenzuela Branch McArthur Highway (Fronting Valenzuela City Hall) Karuhatan, Valenzuela City None Paseo Del Congreso, Malolos City, Bulacan None Dumaguete Branch Silliman Avenue cor. Real St., Poblacion 007, Dumaguete City Brgy. None Gen. Santos Branch Roxas Avenue cor. Osmeña Dadiangas, General Santos City St., None Isabela Branch Maharlika Highway cor. Abauag Poblacion, Santiago City, Isabela St., None La Union Branch Quezon Avenue cor. Ancheta St., San Fernando City, La Union None Mandaue Branch A. Del Rosario & Zamora Sts., Centro, Mandaue City, Cebu None Ozamiz Branch Rizal cor. Juan Luna St., Ozamiz City None Tarlac Branch McArthur Highway cor. R. Mercado St., Brgy. Sto. Cristo, Tarlac City None Urdaneta Branch McArthur Highway, National Rd. cor. Manuel Roxas St., Poblacion, Urdaneta City, Pangasinan None Quirino Provincial Branches Bulacan Branch 1 of 1 ANNEX “E” LIST OF ITEMS REPORTED UNDER CURRENT REPORT (SEC FORM 17-C) Date of Submission Type of Report May 2, 2013 - Election of Directors of Philtrust Bank at the Annual Meeting of the Stockholders held on April 30, 2013. May 2, 2013 - Appointment of Mercado, Calderon, Jaravata and Co., Certified Public Accountants, as the Bank’s external auditors for the fiscal year 2013. May 29, 2013 - Election/Appointment of the Bank’s Officers at the Organizational Meeting of the Board of Directors held on May 28, 2013. June 3, 2013 - Retirement of Mr. Ciriaco M. Dator as Executive Vice President/Compliance Officer of the Bank effective May 31, 2013 and election of Atty. Jacquelin S. Tugonon as Vice President/Compliance Officer effective June 3, 2013.